The Board of Directors of the Woodlands Township and to All Other Interested Persons

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, May 19, 2011, at 7:30 a.m., 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, for the following purposes:

1. Call workshop session to order;

2. Consider and act upon adoption of the meeting agenda; Pages 1-6

3. Recognize public officials;

4. Public comment;

POTENTIAL CONSENT AGENDA

5. Receive, consider and act upon 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 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, consider and act upon approval of the minutes of the April 21, 2011 Board Workshop and April 27, 2011 Regular Board Meeting Pages 7-26 of the Board of Directors of The Woodlands Township;

b) Receive, consider and act upon authorizing the annual destruction of records under an approved records retention schedule; Pages 27-28

c) Receive, consider and act upon a sponsorship agreement with Nike Pages 29-42 Team Nationals;

d) Receive, consider and act upon approval of authorizing the use of an independent contractor for park and pathway maintenance contract Pages 43-44 quality inspections;

e) Receive, consider and act upon revisions to the Parks and Recreation Pages 45-48 2011 Capital Projects schedule;

BRIEFINGS

6. Receive and consider a presentation regarding the Grand Parkway;

7. Receive and consider an update regarding the Governance Planning Process for Pages 49-52 The Woodlands;

8. Receive and consider a presentation by Fire Chief Alan Benson regarding emergency preparedness;

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

9. Receive, consider and act upon changes to the trolley route in The Woodlands Pages 53-54 Town Center;

10. Receive, consider and act upon an update regarding the Grogan’s Mill Pages 55-56 pedestrian bridge;

11. Receive, consider and act upon recommendations from solid waste consultant Pages 57-82 and staff regarding solid waste bidders;

12. Receive, consider and act upon award of proposal for concession services at Pages 83-106 Bear Branch Sports Park;

13. Recess the regular meeting of the Board of Directors;

14. Convene and conduct a public hearing regarding the amendment of Order No. 020-09 regarding swimming pool fees;

15. Reconvene the regular meeting of the Board of Directors;

16. Receive, consider and act upon amending Order No. 020-09 regarding Pages 107-110 swimming pool fees;

17. Receive, consider and act upon award of bids for 9012 New Trails (this item will Pages 111 be discussed at the May 25 Board of Directors meeting);

4 CLOSED MEETING (if applicable)

18. 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;

19. Reconvene in Public Session;

20. Receive, consider and act upon an agreement with The Woodlands Land Pages 113 Development Company for lease of Lake Woodlands;

21. Administrative Reports;

. Community Services; . Community Policing;

. The Woodlands Fire Department; . The Woodlands Convention & Visitors Bureau;

DISCUSS FUTURE AGENDA / ANNOUNCEMENTS

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

23. Board announcements;

24. Public comment; and

25. Adjournment.

(SEAL)

Seal is on posted agenda. / d ______

President/General Manager for The Woodlands Township

6 THE WOODLANDS TOWNSHIP

BOARD OF DIRECTORS

WORKSHOP MEETING

APRIL 21, 2011

MINUTES

THE STATE OF TEXAS §

COUNTIES OF HARRIS & MONTGOMERY §

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

April 21, 2011, posted to begin at 7:30 a.m. The workshop session was held in a 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: 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, 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, Bret Strong, Legal Counsel and Mike Page, Legal Counsel

Call to Order;

Chairman Tough called the workshop session to order at 7:30 a.m. and declared that notice of this meeting was posted 72 hours in advance at the Courthouses of Montgomery and Harris Counties and inside the boundaries of The Woodlands Township at the office building located at 10001 Woodloch Forest Drive, Suite 600, The Woodlands, Texas. As there was a quorum of members present, the Board proceeded to conduct business regarding the following matters.

Consider and act upon adoption of the meeting agenda;

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

MOTION: Motion by Director Blair; second by Director Campbell

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

Recognize Public Officials:

Chairman Tough recognized the following public officials:

• George Van Horn, Precinct 32 Chair and Vice President of Government Relations for Grogan’s Mill Village Association • Mark Castleschouldt, Chief Appraiser for Montgomery Central Appraisal District

Public Comment;

• George Van Horn relayed Grogan’s Mill resident concerns about covenant administration issues and behavior at Sawmill Park, and invited all to attend the Farmers Market, Saturday, 8 a.m.- noon at Grogan’s Mill Village Center • Lynn Wallace presented an overview of The Village at The Woodlands Waterway, a new senior living facility, and requested that the Board consider establishing a trolley stop at the location

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

Receive, consider and act upon a proclamation in support of National Police Week;

Chairman Tough informed the Board that this item will be presented at the April 27, 2011 Board of Directors meeting.

The following agenda item #10 was taken out of order and handled before discussion of the Potential Consent Agenda items:

Receive, consider and act upon adopting a resolution establishing residential homestead exemption(s) from ad valorem taxation by The Woodlands Township

Chairman Tough called upon Chief Appraiser of Montgomery Central Appraisal District, Mark Castleschouldt, to update the Board regarding homestead exemption issues, specifically as applies to a 3 percent, minimum $5,000 exemption. Mr. Castleschouldt discussed the estimate of percentage increase of preliminary property valuation as well as potential loss in taxable value of $233,650,000 if a 3 percent exemption were implemented or $389,000,000 if a 5 percent homestead exemption were enacted.

Monique Sharp was then called upon to give a PowerPoint presentation outlining the impact of the proposed exemptions, including an average reduction in property tax, budget impact and necessary timeline for decision points.

This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Regular Agenda.

8 A copy of Ms. Sharp’s PowerPoint presentation is attached hereto as Exhibit “B”.

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, consider and act upon approval of the minutes of the March 17, 2011 Board Workshop, March 23, 2011 Special Board Meeting and March 23, 2011 Regular Board Meeting of the Board of Directors of The Woodlands Township

Chairman Tough asked the Board to review the minutes in preparation for the April 27, 2011 regular Board meeting. Director Campbell requested a correction to the March 23 Regular Board minutes to the vote on Proposed Commission Agreements for Sublease Activity to include his vote as an “aye” vote rather than “nay.” Corrections to the minutes will be made prior to consideration and action at the April 27, 2011 regular Board meeting under the Consent Agenda.

Receive, consider and act upon approval of a contract with Joiner Partnership, Inc. for architectural and design services for Central Fire Station;

Alan Benson was called on to present this item, providing a summary of proposed design work fees and projected construction cost for the new Central Fire Station Project, with a recommendation to approve the proposed contract with Joiner Partnership, Inc. Board discussion followed. This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Consent Agenda.

Receive, consider and act upon award of bid for playground equipment for Chandler Creek Park;

John Powers presented a summary of this item with a recommendation that the Board approve the recommendation to accept the playground design proposal and award the contract to McKenna Construction for Chandler Creek Park in the amount of $60,000. Board discussion followed. This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Consent Agenda.

Receive, consider and act upon approval of a lease agreement for mailing systems equipment;

John Powers presented a summary of this item with a recommendation that the Board approve the lease with Pitney Bowes Global Financial Services for mailing systems equipment. Board discussion followed. This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Consent Agenda.

Receive, consider and act upon approval of The Woodlands Township’s participation in the Cooperative Purchasing Network;

Monique Sharp presented a summary of this item with a recommendation that the Board approve the Township’s participation in The Cooperative Purchasing Network. Board discussion followed. This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Consent Agenda.

9 Receive, consider and act upon revisions to the Parks 2011 Capital Projects Schedule regarding the addition of a Kuykendahl pathway project;

John Powers presented a summary of this item with a recommendation that the Board approve the revision to the 2011 Parks and Recreation Capital Projects list for new pathways as submitted with the same conditions and authorization to the President/General Manager as approved by the Board on January 20, 2011. Board discussion followed. This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Consent Agenda.

Receive, consider and act upon revisions to the Law Enforcement 2011 Capital Projects Schedule regarding the purchase of mobile data terminal equipment for patrol vehicles

John Powers presented a summary of this item and Lt. Dottei spoke in support with a recommendation that the Board authorize the purchase or lease/purchase of 24 Panasonic Toughbook CF31 Packages, 80 VPN Connectivity, Security and Tokens, and Air Cards for 59 patrol vehicles, for the Montgomery County Sheriff’s Office-District 6-The Woodlands Township as presented. Board discussion followed. This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Consent Agenda.

BRIEFINGS:

Receive and consider a quarterly update from The Woodlands Convention and Visitors Bureau;

Nick Wolda presented an update on The Woodlands Convention and Visitors Bureau services, visitor activity, special event attendance and destination marketing efforts during the 1st quarter 2011. Landry’s representative, Nicki Keenan, briefed the Board on future Waterway Cruiser dining and entertainment offerings. Board discussion followed. No action was needed on this item.

A copy of the Executive Summary for the above item is attached hereto as Exhibit “C”.

Receive and consider an update regarding fountains in the Town Center;

John Powers presented an update on the status of several improperly working/maintained fountains in the Waterway area, including those at Dolce Vita and Goose’s Acre. Repairs are being undertaken by owners involved, as well as The Woodlands Development Company, and discussions are underway as to presenting particular fountain areas as public access easements. Board discussion followed. No action was needed on this item.

Receive and consider an update regarding the Governance Planning Process for The Woodlands;

Karen Dempsey presented an update on the status of activities involved in the Governance Planning Process, outlining ongoing work by Partners for Strategic Action, including establishment of Stage 1 scope of work and schedule, preferred Board involvement best practices, identification of potential stakeholders for focus group/interviews and Stage 1A: The Woodlands Governance “Refresher Course.” Board discussion followed concerning introduction of cost scenarios into the evaluation process. Ms. Dempsey requested that the Board provide a stakeholder list of names by May 1, 2011. No action was needed on this item.

A copy of the Executive Summary for the above item is attached hereto as Exhibit “D”.

10 POTENTIAL REGULAR AGENDA:

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

Receive, consider and act upon approval and release of bid documents for 9012 New Trails;

Don Norrell called upon Damon Palermo, of PalermoBarr, to provide an update on construction costs for the 9012 New Trails office building. Mr. Palermo advised that a request to publically bid the construction documents would be presented at the regular Board meeting, but preliminary estimates would be provided to the Board prior to that date. Board discussion followed. This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Regular Agenda.

Receive, consider and act upon a First Amendment to the Waterway Cruiser Service Agreement;

Attorney Bret Strong, Monique Sharp and Barry Goodman presented summaries of this item discussing legal, financial and procedural efforts taken in order to revise the Waterway Cruisers Interlocal Agreement, an agreement between The Woodlands Township and Brazos Transit District, with a recommendation that the Board approve the First Amendment to the Waterway Cruisers Interlocal Service Agreement and authorize The Woodlands Township President/General Manager to execute and deliver the Agreement on behalf of The Woodlands Township. Board discussion followed. This item will be brought forward to the April 27, 2011 regular Board meeting for consideration and action under the Regular Agenda.

CLOSED MEETING (if applicable);

Recess at 10:10 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;

The Board reconvened in open session at 11:15 a.m.

Receive, consider and act upon providing requested financial or other support to Montgomery County and/or the Lone Star Groundwater Conservation District in opposition to the TexCom Gulf LLC applications for injection well permits in Montgomery County;

Chairman Tough informed the Board that this item will be discussed at the April 27, 2011 Board of Directors meeting.

Receive, consider and act upon an agreement between the Center for the Performing Arts at The Woodlands and The Woodlands Township relating to funding of cultural education events;

Chairman Tough informed the Board that this item will be discussed at the April 27, 2011 Board of Directors meeting.

Receive, consider and act upon a First Amendment to the Host Venue Agreement with World Triathlon Corporation;

Chairman Tough informed the Board that this item will be discussed at the April 27, 2011 Board of Directors meeting.

11 ADMINISTRATIVE REPORTS;

Community Services: presented by John Powers

• Watch Talk Wednesday program on April 27 with Sergeant Paul Cassidy, Montgomery County Sheriff’s Office Community Policing Liaison for The Woodlands. The event is scheduled at the Service Center from noon to 1 p.m. • Good Neighbor Days for Village of Creekside Park on Pinto Point Place, Friday, April 29 from 6:30 p.m. to 8:00 p.m.; Saturday, April 30 at: Village Of Alden Bridge on Blackstar Place from 10:00 a.m. to 11:30 a.m.; Village of Indian Springs on Mystic Valley Ct. from 11:00 a.m. to 12:30 p.m. May Good Neighbor Days are planned for Yewleaf Ct. in the Village of Panther Creek on May 7 from 10:00 a.m. to 11:30 a.m. and on May 14 at 83 Harvest Wind Cir. in the Village of Alden Bridge from 10:00 a.m. to 11:30 a.m. • Spring Series of Concert in the Park at Northshore Park concluded this past Sunday, with over 5,000 attendees. Fall Series begins September 11 with six Sunday evening concerts planned through October 23. A Fourth of July Concert is scheduled on July 4th with the Buck Yeager Band. • Clark Condon Associates continues work on the sports fields, competitive swimming and parks, pools and amenities study. Staff is currently working with the consultant on a survey that will be distributed to the general public. • CB&I Tri will be held May 7 beginning at Northshore Park at 7:00 a.m. • Due to the CB&I Tri and Memorial Hermann Ironman Texas, the entire kayak inventory at Riva Row Boat House will be used for these events. Therefore, the Boat House will open late: • Open Water Swim Clinic (7 a.m.--9 a.m.) – Saturday, April 30 *open at 10 a.m. • Ironman Practice Swim (9 a.m.--11 a.m.) – Friday, May 20 *open at 12 p.m. • Ironman Texas (5 a.m.--10 a.m.) – Saturday, May 21 *open at 11a.m. • The Magellan Pipeline encroachment issue related to the expansion of Alden Bridge Sports Park was resolved by concessions given by Magellan and with the Township contractors acquiring the additional insurance. • Community Involvement Day is being planned for June 11 for the Golden Sage neighborhood in the Village of Cochran’s Crossing. • Over 500 people and 100 volunteers participated in the Earth Day GreenUp event this past Saturday. Over 30 cubic yards of trash and recyclables were collected. • The new traffic light at Gosling and Creekside Forest Dr. is awaiting Harris County to turn on the light.

Community Policing: presented by Marian Leck

• MCSO staffing report: Total of 85 personnel (80 through TWT) • Harris County Constable’s Office-Deputy Constable Mike Ruby reports that construction theft is an ongoing challenge • Crime Status and Trends report regarding notable arrests and blotter information • Equipment Status update • Police-Community Partnership update of programs and activities • Overtime programs update • The week of May 15 – 21, 2011 is National Police Week to honor the service of those law enforcement officers killed in the line of duty while protecting our communities.

12 The Woodlands Fire Department: presented by Fire Chief Alan Benson

No report

The Woodlands Convention & Visitors Bureau: presented by Nick Wolda

No report

DISCUSS FUTURE AGENDA/ANNOUNCEMENTS;

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

• Director Hausman asked that discussion of ownership of the Grogan’s Mill pedestrian bridge be included on the next agenda • Director Blair asked that discussion of expanded trolley service be included on the next agenda

Board announcements;

No announcements

Public comment; and

None

Adjourn

As there was no further business to discuss, Chairman Tough called for a motion and second to adjourn the meeting at 11:23 a.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 Nays: None Abstentions: None Absent: None ACTION: Motion passed unanimously.

(SEAL) ______Claude Hunter Secretary, Board of Directors

13 EXHIBIT OMISSIONS*

EXHIBIT “A”

EXHIBIT “B”

EXHIBIT “C”

EXHIBIT “D”

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

14 THE WOODLANDS TOWNSHIP

BOARD OF DIRECTORS

REGULAR BOARD MEETING

APRIL 27, 2011

MINUTES

THE STATE OF TEXAS §

COUNTIES OF HARRIS & MONTGOMERY §

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

April 27, 2011, posted to begin at 6:00 p.m. The meeting was held in a meeting room at the office of The

Woodlands Township, Service Center, 2201 Lake Woodlands Drive, The Woodlands, Texas, within the

boundaries of The Woodlands Township.

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, 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, Community Relations Manager, Mike Page, Legal Counsel and Bret Strong, Legal Counsel

CALL TO ORDER;

Chairman Tough called the meeting to order at 6:00 p.m. and declared that notice of this meeting was posted 72 hours in advance at the Courthouses of Montgomery and Harris Counties and inside the boundaries of The Woodlands Township at the office building located at 2201 Lake Woodlands Drive, The Woodlands, Texas. As there was a quorum of members present, the Board proceeded to conduct business regarding the following matters.

CONSIDER AND ACT UPON ADOPTION OF MEETING AGENDA(S);

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

MOTION: Motion by Secretary Hunter; second by Vice Chairman Matthews

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

RECOGNIZE PUBLIC OFFICIALS;

There were no public officials.

PUBLIC COMMENT;

The following members of the public addressed the Board:

• Marc Donaldson, Christ Church United Methodist-discussed a proposed columbarium • Doris Siegner-provided comments on the Township’s hiring of consultants

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

RECEIVE AND CONSIDER THE LAW ENFORCEMENT REPORT FROM DIRECTOR OF LAW ENFORCEMENT, MARIAN LECK;

Marian Leck presented the following law enforcement report:

• Montgomery County Sheriff’s Office Staffing (MCSO): Three new deputies assigned to District 6 Short one full time staff member • Harris County Constable’s Office-Precinct 4: Construction theft is still ongoing • Crime Status and Trends: Burglary of Motor Vehicle-Down Criminal Mischief-Down Burglary of Building, Business and Habitation-Up Highlighted Notable Arrests for the month of March 2011 • Equipment Status: Action item on tonight’s Board Agenda regarding Mobile Data Terminal Computer Equipment for Patrol Vehicles • Police-Community Partnership: Programs and Activities: Village Association Meetings, The Woodlands Watch, Watch Talk Wednesday, Good Neighbor Days • Overtime Programs: Ongoing and Specific (St. Patrick’s Day and Spring Break) • Other: National Police Week will be observed May 15-21, 2011 Update on Crime Prevention, Community & Tourism Oriented Policing 40 hour course

16 RECEIVE AND CONSIDER REPORTS FROM VILLAGE ASSOCIATION (VA) REPRESENTATIVES;

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

Alden Bridge VA-Steve Leakey passed around a picture sheet taken at the spring festival; commented on boy scout color guard ceremony at meeting; Sgt. Cassidy presented a law enforcement report at the last meeting; candidate forum for May 2011 election; announced that Philip Barker resigned from the Board; Director Tough and Hunter attended meeting and gave a Township report; awarded 3 $1,000 scholarships; submitted Township services agreement; discussed 2011-12 business plan and submitted budget letter for input into the Township’s budget process

Cochran’s Crossing VA-Stuart Schroeder presented a report at the Board Workshop meeting on April 21, 2011

College Park VA-Ted Stanley reported that candidates/candidate representatives for the May 2011 election attended the meeting and made presentations; law enforcement report from Sgt. Cassidy; mock up of new web design; awarded 3 $1,000 scholarships; Directors Hunter and Campbell attended meeting and gave a report; Spring Fling to be held May 28, 2011 in Harper’s Landing

Indian Springs VA-Amy Lecocq thanked the Board for granting the village’s funding requests; awarded 4 $1,000 service scholarships; Board met with Parks and Recreation Council focus groups and President met with law enforcement group regarding respective studies; attempting to increase communications with residents through new website format and future monthly newsletter; asked local high school students to submit logos for village; ongoing concerns regarding traffic safety on Kuykendahl Road and noise on Gosling-Ed Chance’s office is doing studies on both roads; thank you to Director Matthews and John Powers for assistance on the previous concerns; Parks Department is reseeding more wildflowers on Flint Ridge Road; invited Township Board to attend next meeting on May 10

Panther Creek VA-Everett Ison presented the annual report which included information about the Spring Flea Market, Flag Day, baseball outing, Arbor Day, Earth Day, 4th of July, CB&I Triathlon, National Night Out and scholarship program

Creekside Park VA-No report

Grogan’s Mill VA-No report

Sterling Ridge VA-No report

The Village Association Representatives’ Sign-In Sheet is attached hereto as Exhibit “B”.

RECEIVE, CONSIDER AND ACT UPON A PROCLAMATION IN SUPPORT OF NATIONAL POLICE WEEK;

John Powers provided a brief overview of this item and then Chairman Tough called for a motion and second for support of the proclamation.

MOTION: Motion by Director Campbell; second by Director Hunter VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell

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

A Proclamation in Support of National Police Week is attached hereto as Exhibit “C”.

CONSENT AGENDA:

CONSIDER AND ACT UPON THE CONSENT AGENDA;

(a) Approve minutes of the March 17, 2011 Board Workshop, March 23, 2011 Special Board Meeting, and March 23, 2011 Regular Board Meeting, with correction, of the Board of Directors of The Woodlands Township; (b) Approve the proposed contract with Joiner Partnership, Inc. for architectural and design services for Central Fire Station and authorize the President/General Manager to execute the agreement; (c) Accept the playground design proposal and award the contract to McKenna Construction to provide playground equipment and installation at Chandler Creek Park in the amount of $60,000; (d) Approve the lease with Pitney Bowes Global Financial Services for mailing systems equipment and authorize the President/General Manager to execute the State and Local Fair Market Value Lease Agreement; (e) Approve The Woodlands Township’s participation in The Cooperative Purchasing Network (TCPN) and authorize the President/General Manager to execute the Interlocal Agreement in connection therewith; (f) Approve the revisions to the 2011 Parks and Recreation Capital Projects list for new pathways as submitted with the same conditions and authorization to the President/General Manager as approved by the Board on January 20, 2011; (g) Authorize the purchase or lease/purchase of 24 Panasonic Toughbook CF31 Packages, 80 VPN Connectivity, Security and Tokens, and Air Cards for 59 patrol vehicles for the Montgomery County Sheriff’s Office, District 6, The Woodlands Township as presented;

As there was no further Board discussion, Chairman Tough called for a motion and second to approve the Consent Agenda as presented.

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 Abstentions: None Absent: None ACTION: Motion passed unanimously.

18 Minutes and Executive Summaries for Consent Agenda items are attached hereto collectively as Exhibit “D”.

BRIEFINGS;

There were no briefing items.

REGULAR AGENDA:

RECEIVE, CONSIDER AND ACT UPON THE FINANCIAL REPORT;

Monique Sharp presented the Financial Report and referred the Board to handout material containing the preliminary General Purpose Statements as of and for the three months ended March 31, 2011. 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 sales tax collections, hotel occupancy tax collections, and property tax collections. Board discussion followed. Chairman Tough then called for a motion and second to approve the Financial Report.

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

The Financial Report is attached hereto as Exhibit “E”.

RECEIVE, CONSIDER AND ACT UPON ADOPTING A RESOLUTION ESTABLISHING RESIDENTIAL HOMESTEAD EXEMPTION(S) FROM AD VALOREM TAXATION BY THE WOODLANDS TOWNSHIP;

Chairman Tough called on Monique Sharp to present this item. Ms. Sharp gave a PowerPoint presentation regarding the financial impact on the Township’s five-year plan if a 3% homestead exemption is applied. Board discussion followed. Following discussion, Chairman Tough called for a motion and second on this item.

MOTION: Motion by Director Blair to defer a decision regarding homestead exemption until the 2012 budget process is started and all the facts are presented; second by Secretary Hunter VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Hausman Nays: Director Campbell Abstentions: None

19 Absent: None ACTION: Motion passed.

A copy of the Executive Summary and Ms. Sharp’s PowerPoint presentation are attached hereto collectively as Exhibit “F”.

RECEIVE, CONSIDER AND ACT UPON APPROVAL OF RELEASE OF BID DOCUMENTS FOR 9012 NEW TRAILS;

Chairman Tough called on Don Norrell to present this item. Mr. Norrell provided a summary of this item as outlined in an Executive Summary. Following Mr. Norrell’s presentation, Damon Palermo, Project Manager, was called on to provide additional information. Mr. Palermo provided handout material of floor/site plans for the new office facility and then discussed the estimated renovation costs and sources of funds for the new office facility. Board discussion followed. Chairman Tough then called for a motion and second to authorize staff to proceed with the solicitation of bids in conjunction with the renovation of the 9012 New Trails office facility.

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 Nays: None Abstentions: None Absent: None ACTION: Motion passed unanimously.

Copies of the Executive Summary and handout material for the item above are attached hereto collectively as Exhibit “G”.

RECEIVE, CONSIDER AND ACT UPON A FIRST AMENDMENT TO THE WATERWAY CRUISER SERVICE AGREEMENT;

Chairman Tough noted that this item was previously discussed at the Board Workshop meeting on April 21, 2011. As there was no further Board discussion on this item, Director Blair made the following motion:

MOTION: Motion by Director Blair to approve the First Amendment to the Waterway Cruiser Interlocal Service Agreement; second by Secretary Hunter VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Abstentions: None Absent: None

20 ACTION: Motion passed unanimously.

A copy of the Executive Summary for the item above is attached hereto as Exhibit “H”.

RECEIVE, CONSIDER AND ACT UPON A TOWN GREEN PARK VETERANS MEMORIAL CONSTRUCTION AND DONATION AGREEMENT;

Chairman Tough called on John Powers to introduce this item. Mr. Powers provided background information on the item as outlined in an Executive Summary. Following Mr. Powers’ presentation, project representatives were recognized and given an opportunity to address the Board. Bill Wingo, Chair of the Veteran’s Memorial project, presented details of the project and then Everett Ison, Co-Chair of the Veteran’s Memorial project and Commander of American Legion Post 305, introduced the consultants involved in the project design and construction: Charles Burditt, Burditt and Associates; Diana Wilson and Matthew Long, Landscape Architects and Edd Hayes, sculptor. Board discussion followed. John Powers provided additional information regarding the Veterans Memorial Construction and Donation Agreement and Mr. Wingo addressed specific questions from the Board. Chairman Tough then called for a motion and second to approve the agreement and authorize the President/General Manager to execute the agreement.

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

A copy of the Executive Summary for the item above is attached hereto as Exhibit “I”.

RECEIVE, CONSIDER AND ACT UPON A CLARIFYING AMENDMENT TO ORDER NO. 014-10 IMPOSING AN EVENTS ADMISSION TAX;

Chairman Tough referred the Board handout material and then called on Mike Page to present this item. Mr. Page provided a summary of this item as outlined in an Executive Summary and then reviewed the specific sections to be repealed and replaced in Order No. 014-10. Board discussion followed. Chairman Tough then called for a motion and second to adopt Order No. 010-11 relating to the Event Admissions Tax and authorize the Chairman to execute said Order.

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

21 Abstentions: None Absent: None ACTION: Motion passed unanimously.

A copy of the Executive Summary and Order No. 010-11 are attached hereto collectively as Exhibit “J”.

CLOSED MEETING (IF APPLICABLE):

RECESS AT 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, 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;

Chairman Tough announced that there was no need for Executive Session.

RECEIVE, CONSIDER AND ACT UPON AN AGREEMENT BETWEEN THE CENTER FOR THE PERFORMING ARTS AT THE WOODLANDS TOWNSHIP RELATING TO FUNDING OF CULTURAL EDUCATION EVENTS;

Chairman Tough called on Mike Page to present this item. Mr. Page provided a summary of the item as outlined in an Executive Summary. Mr. Page also noted that neither Order No. 010-11 nor the draft agreement between the Center for the Performing Arts at The Woodlands and The Woodlands Township had been provided to the Pavilion representatives as of today’s date. Board discussion followed. As there was no further discussion on this item, Director Blair made the following motion:

MOTION: Motion by Director Blair to approve the agreement in substantially the form presented and authorize the President/General Manager to execute the agreement; second by Vice Chairman Matthews VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Abstentions: None Absent: None ACTION: Motion passed unanimously.

A copy of the Executive Summary for the item above is attached hereto as Exhibit “K”.

RECEIVE, CONSIDER AND ACT UPON PROVIDING REQUESTED FINANCIAL OR OTHER SUPPORT TO MONTGOMERY COUNTY AND/OR THE LONE STAR GROUNDWATER CONSERVATION DISTRICT IN OPPOSITION TO THE TEXCOM GULF LLC APPLICATIONS FOR INJECTION WELL PERMITS IN MONTGOMERY COUNTY;

Chairman Tough introduced this item and referred the Board to a letter from Montgomery County Attorney, David K. Walker regarding a request on behalf of Montgomery County for funding assistance to pay for legal representation in the County’s and City of Conroe’s continued opposition to TexCom Gulf

22 Disposal’s, L.L.C. application for underground injection control permits. Following the Chair’s comments, Miles McKinney was called on to provide additional information. Mr. McKinney provided a brief summary of the item as outlined in an Executive Summary. Board discussion followed. Chairman Tough then called for a motion and second to approve an amount of up to $20,000 to be used to join Montgomery County, Lone Star Groundwater Conservation District, San Jacinto River Authority, Woodlands Joint Powers Agency, City of Conroe and/or other political subdivision parties in actions to oppose issuance of permits for the TexCom project in Montgomery County; and the funding be approved by the Chairman of the Board as requested to support hearings of the injection well matter before the Texas Commission on Environmental Quality, Railroad Commission, Texas Department of Transportation or litigation in court, as determined by parties.

Copies of Mr. Walker’s letter and the Executive Summary for the item above are attached hereto collectively as Exhibit “L”.

RECEIVE. CONSIDER AND ACT UPON A FIRST AMENDMENT TO THE HOST VENUE AGREEMENT WITH WORLD TRIATHLON CORPORATION;

Chairman Tough called on John Powers to present this item. Mr. Powers provided a summary of the item as outlined in an Executive Summary. Board discussion followed. Following discussion, Director Blair made the following motion:

MOTION: Motion by Director Blair to approve a First Amendment to the Host Venue Agreement with World Triathlon Corporation in substantially the form presented and authorize the President/General Manager to execute the agreement on behalf of The Woodlands Township; second by Director Hausman VOTE: Ayes: Chairman Tough Vice Chairman Matthews Secretary Hunter Treasurer Robb Director Blair Director Campbell Director Hausman Nays: None Abstentions: None Absent: None ACTION: Motion passed unanimously.

A copy of the Executive Summary for the item above is attached hereto as Exhibit “M”.

23 DISCUSS FUTURE AGENDA/ANNOUNCEMENTS:

CONSIDERATION OF ITEMS TO BE PLACED ON THE AGENDA FOR NEXT MONTH’S MEETING;

• Vice Chairman Matthews requested that staff provide a status report on the columbarium matter

BOARD ANNOUNCEMENTS;

• None

PUBLIC COMMENT; AND

The following member of the public addressed the Board:

• Everett Ison-thanked Board members for their support of the Veterans’ Memorial project

ADJOURNMENT:

As there was no further business to discuss, Chairman Tough called for a motion and second to adjourn the meeting at 8:17 p.m.

(SEAL) ______Claude Hunter Secretary, Board of Directors

24 EXHIBIT OMISSIONS*

EXHIBIT “A” EXHIBIT “H”

EXHIBIT “B” EXHIBIT “I”

EXHIBIT “C” EXHIBIT “J”

EXHIBIT “D” EXHIBIT “K”

EXHIBIT “E” EXHIBIT “L”

EXHIBIT “F” EXHIBIT “M”

EXHIBIT “G”

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

25 Meeting Date Agenda Item Nelda Blair Nelda Lloyd Matthews Bruce Tough Hunter Claude Ed Robb Hausman Peggy Tom Campbell

4/27/2011 Item 7-Adopt a proclamation in support of National Police Week Y Y Y Y Y Y Y

Item 8-Consent Agenda: a)approve 3/17/11 Board Workshop, 3/23/11 Special Board Meeting and 3/23/11 Regular Board Meeting minutes; b) approve contract with Joiner Partnership, Inc for architectural and design services for Central Fire Station; c) award bid for playground equipment for Chandler Creek Park to McKenna Construction in the amount of $60,000; d) approve a lease agreement for mailing systems equipment with Pitney Bowes Global Financial Services; e) approve participation in The Cooperative Purchasing Network; f) approve revisions to the Parks 2011 Capital Projects Schedule regarding the addition of a Kuykendahl pathway project; g) approve revisions to the Law Enforcement 2011 Capital Projects Schedule regarding the purchase of mobile data terminal equipment for patrol vehicles Y Y Y Y Y Y Y

Item 10-Defer consideration of a 1%, 2% or 3% homestead tax exemption to the 2012 budget process later in the year Y Y Y Y Y Y N

Item 11-Approve proceeding with solicitation of bids in conjunction with the renovation of the 9012 New Trails office facility Y Y Y Y Y Y Y

Item 12-Approve a First Amendment to the Waterway Cruiser Interlocal Service Agreement and authorize the Township President/GM to execute an deliver the agreement on behalf of he Township Y Y Y Y Y Y Y

Item 13-Approve a Town Green Park Veterans Memorial Construction and Donation Agreement and authorize President/GM to execute; Y Y Y Y Y Y Y

Item 14-Adopt Order No. 010-11 relating to the Event Admissions Tax and authorize the Chairman to execute said order Y Y Y Y Y Y Y

Item 17-Approve agreement between the Center for the Performing Arts at The Woodlands and The Woodlands Township relating to funding of cultural education events and authorize the President/GM to execute the agreement in substantially the form presented. Y Y Y Y Y Y Y

Item 18-Approve an amount uup to $20,000 to be used to join Montgomery County, Lone Star Groundwater Conservation District, San Jacinto River Authority, Woodlands Joint Powers Agency, City of Conroe and/or other political subdivision parties in actions to oppose issuance of permits for the TexCom project in Montgomery County; and the funding be approved by Chairman of the Board as requested to support hearings of the injection well matter before the TCEQ, Railroad Commission, Texas Department of Transportation or litigation in court, as determined by parties. Y Y Y Y Y Y Y

Item 19-Approve a First Amendment to the Host Venue Agreement with World Triathlon Corporation in substantially the form as presented and with similar figures and authorize President/GM to execute the agreement on behalf of The Woodlands Township and to bring back to the Board for consideration if major changes are proposed by WTC. Y Y Y Y Y Y Y

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Authorize destruction of records pursuant to The Woodlands Township’s records retention schedule

BUDGET IMPACT: N/A

FACTS/HISTORY:

In May 2002, the Town Center Improvement District Board of Directors approved Order 007-02, Establishment of a Records Management Program. Section 10 (c) of the Order reads as follows: “Prior to the destruction of a record under an approved records retention schedule, authorization for the destruction must be obtained by the Records Management Officer from the Board of Directors”.

During the past few months, the Records and Property Database Manager for The Woodlands Township and her staff have conducted an inspection of records maintained in Central Records. Certain records have been identified and documented as having met their required retention period. No pending or ongoing litigation, investigation or audit involving the documented records is known to exist.

A Records Disposition List dated May 25, 2011 is on file and available for review in Central Records upon request. Records will be destroyed via shredding by a certified company who will provide a Certificate of Destruction and Destruction Declaration.

RECOMMENDED BOARD ACTION:

Authorize the destruction of records documented on the Records Disposition List dated May 25, 2011 pursuant to the Township’s records retention schedule.

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Sponsorship Agreement for Nike Team Nationals and Nike South Cross Country Races

BUDGET IMPACT: Under the terms of the proposed agreement, The Woodlands Township provides the use of Bear Branch Sportsfields to Nike USA, Inc./The Woodlands High School Boys Cross Country Booster Club at no cost to run these events, which equates to a loss of revenue in the amount of $3,600 ($900 per day for four days).

FACTS/HISTORY: Prior to the transition to The Woodlands Township, the Community Associations provided the Bear Branch Sportsfields to Nike USA, Inc. and The Woodlands High School Boys Cross Country Booster Club in order to host two meets per year (Nike South and Nike Team Nationals) at no cost. These meets draw several thousand participants and spectators to The Woodlands from around the greater Houston area, Texas, Louisiana, Oklahoma, Louisiana and Arkansas, which guarantees a significant economic impact for the Township through visitor spending and overnight hotel stays. These meets were held last year, with the fee adjusted by the sponsorship value by the President/General Manager under authority of the Park Rules. A long term agreement is warranted that outlines specific benefits to The Woodlands Township for services provided.

A sponsorship agreement has been developed and has been reviewed by The Strong Firm. The agreement provides the use of the facility at no cost, due to the events economic impact, while the Township receives sponsorship recognition for each event at the $2,500 level. Other terms of the agreement include a damage deposit/bond ($5,000) paid to the Township in advance of the event, an automatic renewal clause for successive one year terms and insurance provisions.

In 2011 Nike South will be held on October 8th while Nike Team Nationals will be held on November 19th. A similar agreement is being developed for the Friday Night Lights Cross County Event that is hosted by The Woodlands High School Girls Cross Country Booster Club.

RECOMMENDED BOARD ACTION:

Authorize the President/General Manager to execute the Sponsorship Agreement between Nike USA, Inc., The Woodlands High School Boys Cross Country Booster Club and The Woodlands Township.

29 SPONSORSHIP AGREEMENT

This Sponsorship Agreement (this “Agreement”) is entered into as of the ___ day of ______, 2011 by and between NIKE USA, Inc., an Oregon corporation with principal place of business at One Bowerman Drive, Beaverton, OR 97005-6453 (“NIKE”), The Woodlands High School Boys X-C Booster Club (“TWHS X-C”) and 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 (“Sponsor”). Sponsor, TWHS X- C and NIKE are referred to individually as “a Party” and collectively as “the Parties.” RECITALS A. NIKE’s affiliate (NIKE, Inc.) based near Beaverton, Oregon is the world's leading designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities; B. In connection with marketing and other business purposes, NIKE promotes and supports athletics and sports events; C. NIKE and/or TWHS X-C owns and organizes an annual event called the “Nike South” and “Nike Team Nationals” Cross Country Meet (the “Event” or “Events”) at Bear Branch Park (5200 Research Forest Drive The Woodlands, Texas 77381) (the “Park”). The Events are dependent upon fair weather and appropriate organizational authorizations. Specific information concerning the 2011 Events is attached hereto as Exhibit F. D. Sponsor is a political subdivision of the State of Texas which supports local family-oriented athletic and sports events which promote physical activity in the local community. E. The Parties wish to set forth the terms and conditions under which Sponsor will provide sponsorship support to the Events and NIKE and TWHS X-C will grant Sponsor certain sponsorship benefits in connection with the Events. 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 AND CONDITIONS 1. Definitions. Terms which are capitalized in this Agreement are defined as set forth above, or as follows:

1.1. “Affiliate” means, with respect to any Party, any entity controlling, controlled by, or under common control with, such Party, where “control” means ownership of more than fifty percent (50%) of the shares entitled to vote for the election of directors or other managing authority. 1.2. “Apparel” means clothing articles of an athletic, leisure or casual nature. 1.3. “Confidential Information” means the proprietary or confidential information of NIKE, as more fully described in Section 9. 1.4. “Event Name” means the name set forth in Recital C above. 1.5. “Event Logos” mean any logo or logos used to identify and promote the Event. 1.6. “Footwear” means all athletic and athletically inspired or derived footwear. 1.7. “NIKE Competitor” means any person or entity which, directly or indirectly through any subsidiary, designs, manufactures, distributes, or markets Products (as defined below) including products bearing the brand names listed in Exhibit D. 1.8. “NIKE Products” mean all Products in connection with which, or upon which, the NIKE Trademarks appear, singly or in any combination. 1.9. “NIKE Trademarks” mean the trademark “NIKE”, the Swoosh Design trademark, the composite NIKE/Swoosh Design trademark, the Event Logo, Event Name and any other mark, design or symbol now or hereafter owned by NIKE, Inc. or any of its Affiliates. 1.10. “Products” mean Footwear, Apparel, eyewear, sports timing devices (e.g., wristwatches, stopwatches, etc., and devices used for competition or training that are also used in combination with timing devices such as heart-rate monitors or calorimeters), accessories (including but not limited to socks, hats, and gloves), and sports-related equipment (including backpacks, balls, and PSA players). 1.11. “Site” means a location where Event activities will be take place. 1.12. “Sponsorship Benefits” means the benefits, designations, privileges, and other rights that NIKE and/or TWHS X-C will give Sponsor with respect to the Events. 1.13. “Sponsorship Support” has the meaning assigned in Section 4.1 below. 1.14. “Sponsor Materials” means any and all creative materials or artwork provided by Sponsor to NIKE.

30 1.15. “Sponsor Staff” means employees, contractors and representatives of Sponsor performing services at the Event. 1.16. “Sponsor Trademarks” mean the trademarks or other marks, designs or symbols listed or pictured in Exhibit E. 1.17. “Term” means the period of time this Agreement is in effect, as described in Section 2 below.

2. Term. This Sponsorship Agreement will take effect on the Effective Date and unless earlier terminated as provided in Section 11, will remain in effect until November 20, 2011. This Agreement shall automatically renew under the current terms and conditions thereafter for successive one (1) year terms unless any Party provides written notice of its intention not to renew ninety (90) days prior to expiration of the then current term.

3. NIKE’s Responsibilities. NIKE and TWHS X-C will, directly or through its agents, plan, organize, produce and operate the Events.

4. Sponsorship Activities.

4.1. Support of the Events. Sponsor will conduct the promotional activities, and provide the cash and in-kind support described in the attached Exhibit A (the “Sponsorship Support”).

4.2. Sponsor Trademarks and Sponsor Materials. Sponsor grants NIKE and TWHS X-C a limited, non-exclusive, royalty-free license to use Sponsor Trademarks and Sponsor Materials during the Term solely for purposes of advertising and promoting the Event, and for such other uses as Sponsor may reasonably approve. Without limiting the foregoing, NIKE and TWHS X-C may use the Sponsor Trademarks on the Events’ websites and on all Events collateral and promotional materials. All use of Sponsor Trademarks will conform to any reasonable guidelines Sponsor may provide to NIKE and/or TWHS X-C regarding usage and appearance. Sponsor represents and warrants that the Sponsor Trademarks do not infringe the trademark, or copyright, or other intellectual property rights or proprietary rights of any third party, and that Sponsor has the right to grant the rights described in this Section 4.2 to NIKE and TWHS X-C.

5. Sponsorship Benefits.

5.1. Benefits. NIKE and TWHS X-C will provide Sponsor with the Sponsorship Benefits listed on the attached Exhibit B.

5.2. Event Name and Logo. NIKE and TWHS X-C grants to Sponsor a limited, non-exclusive, non-transferable, royalty-free license to use the Event Names and Event Logos during the Term solely for purposes of advertising and promoting Sponsor's sponsorship status of the Event. Sponsor will not use any other NIKE Trademarks except with NIKE’s prior written consent, which may be granted or withheld in NIKE’s sole discretion. All use of NIKE Trademarks will be approved by NIKE in advance and will conform to NIKE's usage and appearance guidelines set forth on Exhibit C. NIKE will retain all right, title and interest in and to the NIKE Trademarks and all NIKE Materials. In addition, Sponsor agrees to the following:

(a) Sponsor acknowledges NIKE's sole ownership of and exclusive right, title and interest in and to the NIKE Trademarks. Sponsor agrees that Sponsor’s prior or continued use of any NIKE Trademarks has inured and continues to inure to the benefit of NIKE, and Sponsor further agrees that it will not represent that it has any ownership in, or attempt to sublicense, the NIKE Trademarks.

(b) Sponsor recognizes that the NIKE Trademarks possess substantial goodwill and economic value and expressly agrees not to use the NIKE Trademarks without NIKE's prior written consent. Sponsor will not use any marks confusingly similar to the NIKE Trademarks, nor will Sponsor use the NIKE Trademarks in conjunction with any other marks.

(c) Sponsor’s use of NIKE Trademarks will be of a high standard, appearance and quality, and suited to the protection and enhancement of the NIKE Trademarks and the goodwill inherent therein, and provided, further, that Sponsor will submit all such proposed uses to NIKE for its prior approval. NIKE will approve, or disapprove with a detailed explanation, of such proposed use within ten (10) days of receipt of such sample or concept. All materials not approved by NIKE in writing within such ten (10) day period will be deemed rejected by NIKE and will not be used by Sponsor. In the event NIKE approves such proposed use, Sponsor will not depart in any respect therefrom without NIKE's prior written consent, and will not adopt any uses or designs rejected by NIKE.

31 (d) Sponsor will comply with all written instructions received from NIKE concerning the use and manner of display of copyright and trademark notices in connection with its use of the NIKE Trademarks. Any misuse by Sponsor of the NIKE Trademarks will be a material breach of this Agreement and cause for termination.

(e) Sponsor agrees not to apply for or obtain any state, federal, or foreign trademark or service mark registrations pertaining to or including any such NIKE Trademark(s). Sponsor will assist NIKE in obtaining, defending and enforcing its rights in or registrations of the NIKE Trademarks.

(f) Sponsor will notify NIKE in writing of any infringement or improper use of the NIKE Trademarks that comes to its attention. NIKE will have the sole right to determine whether to take, and will control the handling of, any action with respect to the NIKE Trademarks.

6. Relationship of Parties. The relationship of NIKE, TWHS X-C, and Sponsor established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give any Party the power to direct and control the day-today activities of any other Party, or (ii) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. No Party nor its agents or employees is the representative of any other Party for any purpose except as expressly set forth in this Agreement, and has no power or authority as agent, employee or in any other capacity to represent, act for, bind, or otherwise create or assume an obligation on behalf of any other party for any purpose whatsoever.

7. Representations and Warranties. Each Party hereby represents, warrants and covenants to the other Party that (i) it possesses the full right, power and authority to enter into and fully perform this Agreement, (ii) it has all rights necessary to grant the rights granted hereunder, (iii) it is free of any contractual obligation that would prevent it from entering into or performing its obligations under this Agreement, (iv) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action and (v) it will not act in a manner or enter into any oral or written agreements inconsistent with this Agreement

8. Indemnification.

8.1. By NIKE and TWHS X-C. NIKE and TWHS X-C, jointly and severally, will defend, indemnify and hold harmless Sponsor and its Affiliates, and their officers, directors, employees, representatives and agents, against any expenses (including attorney fees at trial and on appeal) and other liabilities of any kind or nature, in connection with claims or actions related to the Events, whether in contract, tort, or otherwise, to the extent caused by NIKE’s or TWHS X-C’s negligence.

8.2. By TWHS X-C. TWHS X-C shall defend, indemnify, and hold harmless Sponsor and its affiliates, officers, directors, employees, agents, attorneys, successors, and assigns from and against any and all suits, actions, claims, losses, demands, damages, liabilities, costs, and reasonable expenses, including attorneys’ fees, that relate to or result from TWHS X-C’s participation in the Event, including, but not limited to, bodily injury or property damages, that are due to TWHS X-C’s (or any of TWHS Boys X-C Booster Club’s representatives at the Event) negligent or intentional acts. This provision and the indemnities included therein shall survive the expiration or termination of this Agreement.

8.3. By Sponsor and TWHS X-C. Sponsor and TWHS X-C will defend, indemnify and hold harmless NIKE and its Affiliates, and their officers, directors, employees, representatives and agents, against any expenses (including attorney fees at trial and on appeal) and other liabilities of any kind or nature, in connection with claims or actions related to the Event, whether in contract, tort, or otherwise, arising out of or relating to (a) the negligent acts or omissions of Sponsor; (b) the Sponsorship Support; or (c) Sponsor’s breach of this Agreement.

8.4. Process for Indemnity. The indemnifying party under Section 8.1, 8.2, or 8.3 as the case may be, will not enter into any settlement that obligates the indemnified party take any action or incur any expense without the prior written consent of the indemnified party. The indemnified party will have the right, at its own expense, to be represented by independent counsel of its own choosing, at its own expense, in connection with any such claim or suit.

9. Insurance. Without limiting TWHS X-C's obligations under this Agreement (including its obligation to indemnify NIKE and its Affiliates), TWHS X-C will maintain at its own expense, and will ensure that all of its subcontractors maintain, insurance as described below during the Term. All policies will (1) be written by insurers which are licensed to do business in Texas and any other state or country where services under this Agreement are performed, and have a policyholder's rating of not less than A VIII in the most current edition of Best's Rating Guide, and (2) be endorsed to provide that NIKE and Sponsor will be given 30 days' advance written notice of cancellation. Policy forms and amounts of deductibles will be acceptable to NIKE and Sponsor. Upon ten days' notice, TWHS X-C

32 will provide a certified copy of any required policy.

(a) Workers' compensation insurance with statutory limits, and employer's liability insurance with limits of not less than one million dollars ($1,000,000);

(b) Commercial General Liability insurance which covers liability arising from premises, operations, independent contractors, products-completed operations, personal injury, and advertising injury, athletic participants' bodily injury liability and contractual liability, with a limit of not less than five million dollars ($5,000,000) each occurrence. Such insurance will (1) be written on an occurrence basis, and (2) be endorsed to name NIKE, Inc. and its Affiliates, and Sponsor as an additional insured, and (3) be primary with respect to any insurance or self-insurance programs maintained by NIKE or Sponsor.

(c) Business Automobile Liability Insurance for any auto, including owned, non-owned, and hired autos, with a limit of not less than one million dollars ($1,000,000) per accident.

Commercial General Liability insurance and other liability insurance may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by an Excess or Umbrella Liability policy. The Excess or Umbrella Liability policy will provide coverage as broad as the underlying primary policies. If TWHS X-C fails to comply with the provisions of this Section, NIKE or Sponsor may, but need not, at its election (x) terminate this Agreement immediately, notwithstanding any notice requirement that would otherwise apply, and recover damages from TWHS X-C resulting from the breach; or (y) purchase the required insurance coverage and charge the premium to TWHS X-C.

10. Confidentiality.

10.1. Confidential Information. Sponsor acknowledges that performance of this Agreement may give it access to information owned or controlled by NIKE or its Affiliates, disclosure of which would cause substantial or irreparable harm to NIKE, including the financial terms of this Agreement and all other information relating to NIKE's or its Affiliates' business, whether disclosed before, on or after the Effective Date, regardless of the medium on which the information is stored, recorded, conveyed or communicated, and whether or not specifically identified as "Confidential" or "Proprietary" (collectively, "Confidential Information").

10.2. Obligations. Sponsor will hold all Confidential Information in strict confidence and will not disclose, without NIKE's prior written consent, any Confidential Information to any person other than to Sponsor's employees or other representatives who (i) have a "need to know"; (ii) have been advised of the confidential and proprietary nature of the Confidential Information; and (iii) are bound by obligations that are at least as restrictive as those described in this Agreement. Sponsor will be responsible for any use or disclosure of Confidential Information by its representatives that is not permitted pursuant to this Section. Sponsor will protect all Confidential Information by using the same degree of care regarding the Confidential Information that Sponsor would exercise regarding its own confidential information, but not less than a reasonable standard of care. Sponsor will not, without NIKE's prior written consent, copy Confidential Information or disassemble, reverse engineer or replicate in any way products embodying Confidential Information.

10.3. Return of Documents. Upon termination of this Agreement, or earlier if requested by NIKE, Sponsor will (i) return to NIKE all tangible material embodying or containing Confidential Information (including every copy of documents reflecting confidential information); or (ii) destroy all tangible material embodying or containing Confidential Information and deliver to NIKE a written statement signed by Sponsor certifying the same within five days.

10.4. Publicity. Except as expressly provided in this Agreement, Sponsor will not (a) disclose to any other person the existence or monetary value of this Agreement; (b) make any public announcement regarding Sponsor's association with NIKE; (c) use NIKE's name or any NIKE Trademark in any of Sponsor's promotional materials, marketing activities or elsewhere; (d) identify NIKE on Sponsor's customer list or website (or on any other person's website that identifies Sponsor) or in any metatags or key words for those websites; or (e) include a hyperlink from any website maintained by Sponsor to any NIKE website

11. Termination.

11.1. Termination by Either Party. Either Party may terminate this Agreement upon ten days’ prior written notice at any time if the other Party: (a) makes an assignment for the benefit of creditors, permits the appointment of a trustee or receiver of all or a substantial portion of its assets, admits in writing its inability to meet its obligations when due or commits any other act of bankruptcy or institutes voluntary proceedings in bankruptcy or insolvency; or

33 (b) causes itself to dissolve or otherwise ceases to function as a going concern or to conduct its operations in the normal course of business. 11.2. Termination by NIKE. NIKE may terminate this Agreement in the event Sponsor is in material breach of this Agreement, which breach is incapable of cure or, though capable of cure, remains uncured for ten days after written notice of default. For the purposes of this Section 11.2, Sponsor's breach of Sections 10 will constitute a material breach that is incapable of being cured. 11.3. Termination by Expiration. This Agreement may be terminated by (i) expiration of the then current Term, (ii) early termination by either Party by delivering written notice of termination to the other Party no later than January 31st and (iii) optional termination in the event Sponsor (or its successor in interest due to governmental transition) ceases to be associated with the Event.

11.4. Effect of Termination. Upon expiration or termination of this Agreement for any reason, the following provisions will survive expiration of this Agreement or termination for any reason: Sections 1, 6, 7, 8, 9, 11, 12, and each other provision of this Agreement that expressly or by its nature provides for rights, obligations or remedies that extend beyond the expiration or earlier termination of this Agreement. The rights and remedies of the Parties in this Section are in addition to any other rights or remedies provided by law.

12. Miscellaneous.

12.1. Injunctive Relief. Each Party acknowledges that NIKE would be irreparably harmed, and would have no adequate remedy at law in the event of a breach of Sections 5.2, or 10. Accordingly, in addition to any other remedy available at law or in equity, the Parties consent to the entry of a temporary restraining order, injunction or other similar order or action of any judicial authority, without the necessity of posting a bond, to enforce such provisions. 12.2. Compliance with Laws. All of the Parties rights are subject to any federal, state, and local laws and ordinances applicable to and during the Event. The Parties agree to comply with all such laws and ordinances. 12.3. General Provisions. Notwithstanding anything to the contrary contained herein, or any other rights granted to TWHS X-C or NIKE pursuant to this Agreement, TWHS X-C and NIKE by execution hereof does hereby understand that the Event is a family-oriented athletic event produced with the objective of promoting physical activity in the local community. Accordingly, TWHS X-C and NIKE, by execution hereof, does hereby agree that all activities of TWHS X-C or NIKE in any manner associated with Event will be consistent with the purpose of the Event. 12.4. Notices. Every notice required or contemplated by this Agreement will be in writing. Notices will be deemed received when sent by confirmed facsimile or two business days after deposit with a commercial express courier. All notices will be sent to the address for the Parties set forth in the signature page of this Agreement, or such other address as may be designated by written notice. 12.5. Entire Agreement. This Agreement constitutes the entire agreement between Sponsor and NIKE with respect to the subject matter of this Agreement, superseding all drafts, all prior or contemporaneous agreements or oral negotiations, and all promises, understandings or representations, whether written or oral. 12.6. No Assignment. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the express written consent of the other Parties. Any such assignment and delegation will be invalid and of no force or effect. This section shall not apply to any transfer or assignment as a result of or due to government transition of Sponsor. 12.7. Modification; Waiver. This Agreement may be modified only by written instrument which (a) specifically expresses intent to modify this Agreement; and (b) references the specific provision which is to be changed; and (c) provides the text of the amendment, and (d) is dated and signed by authorized representatives of all Parties. A Party's delay or failure to enforce or insist on strict compliance with any provision of this Agreement will not constitute a waiver or otherwise modify this Agreement. A Party's waiver of any right granted under this Agreement on one occasion will not (a) waive any other right; (b) constitute a continuing waiver; or (c) waive that right on any other occasion. 12.8. Severability. In the event that any clause of this Agreement is found by a court validly asserting jurisdiction to be unenforceable, that clause will be considered void to the extent it is contrary to the applicable law, but such a finding will not affect the validity of any other clause of the Agreement, and the rest of the Agreement will remain in full force and effect. 12.9. Rules of Construction. The recitals and all exhibits attached to or referenced in this Agreement are a part of and are incorporated in this Agreement. Both parties have had the opportunity to have this Agreement reviewed by their attorneys. Therefore, no rule of construction or interpretation that disfavors the Party drafting this Agreement or any of its provisions will apply to the interpretation of this Agreement. Instead, this Agreement will be interpreted according to the fair meaning of its terms. 12.10. Choice of Law and Forum. This Agreement will be interpreted under, and any disputes arising out of this Agreement will be governed

34 by, the laws of the state of Texas, exclusive of its conflict of law principles. All actions arising out of or in connection with this Agreement will be brought in the state or federal courts of Texas. The Parties to this agreement shall use their best efforts to settle any controversy or claim arising out of or relating to this Agreement, or the breach thereof, but, if after sixty (60) days, the Parties are not able to agree on any settlement, such controversy or claim arising out of or relating to this Agreement, or the breach thereof the Parties agree that the Agreement is performable in Montgomery County, Texas, and that venue for any legal dispute under the Agreement shall be Montgomery County, Texas. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts in any action or proceeding brought to enforce or otherwise arising out of or relating to this Agreement and irrevocably waives any objection to venue, and also waives any claim that any such forum is an inconvenient forum. The Parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Any Party, who is the prevailing party in any legal proceeding brought under or in relation to this Agreement shall be entitled to recover court costs and reasonable attorneys’ fees from the non-prevailing party. 12.11. Force Majeure. Sponsor’s obligations under this Agreement shall be excused in whole or in part by acts of God such as fires, storms, rain, cold, water quality or conditions, lightening, or floods; confiscation's or restraints of government (civil or military, including but not limited inability to have access to roads or pathways); strikes or labor disputes; civil disturbance; or any other cause or combination thereof that is not within the reasonable control of Sponsor, and not otherwise due to any negligence or willful misconduct by Sponsor (a “Force Majeure”). 12.12. Execution by Counterparts. This Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed an original and all of which will constitute one and the same Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

NIKE USA, INC. THE WOODLANDS TOWNSHIP One Bowerman Drive ______Beaverton, OR 97005 ______Phone: Phone: Fax: Fax:

By (signature) By (signature)

Printed Name: Printed Name: Title: Title:

Date: Date:

THE WOODLANDS HIGH SCHOOL BOYS X-C BOOSTER CLUB ______Phone: Fax:

By (signature)

Printed Name: Title:

Date:

35 Exhibit A

Sponsorship Support

This Exhibit is attached to and forms a part of that certain Sponsorship Agreement ("Agreement") dated ______, 2011 between NIKE USA, Inc. ("NIKE"), The Woodlands High School Boys X-C Booster Club (“TWHS X-C”) and THE WOODLANDS TOWNSHIP ("Sponsor"). All capitalized terms not defined in this Exhibit will have the meanings assigned to them in the Agreement.

• As consideration for this Agreement, Sponsor agrees to waive park use fees for purposes of the production of the Event during the Term of the Agreement.

• Additionally, TWHS X-C shall provide to Sponsor a refundable cash deposit and/or bond in the amount of $5,000 (the “Deposit”). The Deposit shall be due to Sponsor no later than ______, each year for the duration of the Term and any renewal periods thereof; and shall be held by Sponsor to be used for repairs in the event of damages to the park caused as a result of the use of the Park by TWHS X-C in connection with the Event.

36 Exhibit B

Sponsorship Benefits

This Exhibit is attached to and forms a part of that certain Sponsorship Agreement ("Agreement") dated ______, 2011 between NIKE USA, Inc. ("NIKE") The Woodlands High School Boys X-C Booster Club (“TWHS X-C”) and THE WOODLANDS TOWNSHIP ("Sponsor"). All capitalized terms not defined in this Exhibit will have the meanings assigned to them in the Agreement.

NIKE and TWHS X-C grant to Sponsor the following Sponsorship Benefits during the Term:

• Sponsorship recognition and amenities for each of the Events equal to that received by such other entities and sponsors that provided case and/or in-kind services at the $2,500 level.

37 Exhibit C

NIKE Trademark Usage Guidelines

Proper Use of the word “NIKE,” the Swoosh Design, the phrase “JUST DO IT.,” or any other Nike-owned trademark (“The NIKE Marks”)

• Entire Mark. The Nike Marks shall appear complete, in their entirety, and in their proper orientation. Do not cover up or distort. • Adjectives. Use the Nike Marks as adjectives followed by a generic noun: NIKE running shoes. Do not use as plural or possessive. Correct: I love my Nike shoes. Incorrect: I love my Nikes. • Separate and Distinct. Keep the Nike Marks visually separate and distinct from surrounding words and graphics. • Swoosh Design.

o Do use the Swoosh design mark in its entirety without distorting, cutting off, covering up. o Do present the Swoosh design as a solid color only.

o Do display the Swoosh design in proper orientation and proportion. o Do Not use the Swoosh design mark decoratively or as an ornament: e.g., no repeating designs, interior designs, interlocking designs, enormous designs.

o Do Not use the Swoosh design mark to perform a function or as a substitute for an object. o Do Not use the Swoosh design as part of another larger overall design: e.g., in a paisley pattern. o Do Not use overly wide outlines or more than two outlines around the Swoosh design. • NIKE word mark, Product Names.

o Present the mark legibly. o Use the full mark: NIKE PRO, NIKE SHOX, AIR MAX, NIKE FREE o Use as an adjective and follow with a noun: NIKE shoes. Do not use as plural. o Keep the mark distinct from surrounding words. o Keep the mark in the foreground without other words/graphics overlayed.

Proper Trademark Notice and Attribution

On product, labels, hangtags, or other communications that will be distributed in the United States, use the appropriate trademark symbol (TM, SM, ®) the first time the Nike trademark appears in the text of the advertisement, brochure, or other material. Include an attribution of Nike's ownership of its trademarks.

38 Exhibit D

NIKE Competitor's Brands List

This is not an exhaustive list of NIKE Competitor's Brands.

Abercrombie & Black Fly Diesel Gilda Fitch Body Glove Direct Giorgio Above the Rim Bollé DKNY Girbaud Ackademics Bonfire Doc Martens Givency Acorn Breitling Dunham (outdoor Gotcha Sports Wear Acushnet Briko boots) Gottex Acusplit British Knights Duofold Grammicci Adidas Brooks Eastpac Greg Norman Admiral Buckaroo Eastbay Gucci Airwalk Burton Easton Guess AMF Cabelas Easy Spirit Gunza And Apparel Calloway ECCO Gymboree And One Calvin Klein brands Ecko Hanes Ann Taylor Canterbury Eddie Bauer Hanna Anderson Anne Klein Carrerra Eidelweiss Hard Corps Apparel Only Carter's Ellesse Head Antigua Casio EMS Healthtex Arc Teryx C.A.T. Enyce Helly Hansen Arizona (JCP Catalina EP Pro Hilfiger Golf House brand) Champion brands Equipment Hind Armani Chanel ESCO Hi-Tec Arnette Claiborne Esprit Hollister Artful Dodger Clark Etnies Hugo Boss Ashworth Coach Etonic and Tretorn Hummel ASICS Cole Everlast Hush Puppies Asolo Anne Cole Ex Officio Hyde Authentic Fitness Kenneth Cole Exekiel In Sport Corporation Columbia Fendi Inner Actives Avia Sportswear Ferragamo Apparel B.U.M. Coogi Fila InSport/In-Sport Baby Phat Coq Sportif Finish Line IZOD Bags Couloir First Down J Crew Bata Customatix Five 4 Jag Bausch and Lomb Cutter & Buck Foot Action Jansport BC Ethic Dana Designs Footjoy Jantzen Bella Bustier Danner Fossil Jockey Ben Sherman Danskin Freddy Jogbra Benetton DC Fruit of the Lamb John Smith Berghaus Descente Fox Joluvi Berlhaus Diadora Fubu Joma Billabong Dimensione Danza Gargoyle Jordan Apparel

39 K-2 Mountain Gear Rasan Stay In Place Kaepa Mountain Goat Rawlings Stussy Kangaroos Mountain Hardware Ray Ban Sugoi Kappa Moving Comfort Reef Swatch Karhu Munich Reebok Sergio Tacchini Karl Kani Munsingwear REI Tag Heuer Keds Napapijri Replay Tail Kelme Nautica Revo Taylor Made Kelty National Football Riddell Teva Kenneth Cole League RLX Sport The Children's Killer Loop National Basketball Roadrunner Sports Place K-Swiss Association Rocawear The Game L.A. Gear New Balance Roces The North Face Lacoste New Era Rockport The Realm Land’s End No Fear Roo Timberland Lee Nordica Roxy Timex Le Coq Sportif Norsport Royal Robbins Tinley Le Sportsac Northface Rossignol Titleist Limited Too Nutmeg Russell Tommy Hilfiger Live Mechanics Oakley Rusty brands Liz Golf Obermeyer Ryka Tommy Girl L.L. Bean Old Navy Salem Screen Topper Local Motion Oneil Salomon Toxy Logo Athletic OP Saucony/Hyde Trek Lotto Osh Kosh S&B (Steve and Triumph Lowe Alpine Osiris Barry’s, 4004 Triple 5 Soul LRG Oxbow Incorporated) Tultex Luanvi Patagonia Schoffer Turntec MacGregor Patrick SDI Tumi Magic Johnson Peak Performance Sean Jean TYR Tees Pearl Segoi Umbro Major League Izumi/Pearlizumi Seiko UnderArmour Baseball Pelle Pelle Serengeti Vans Mammut Performance Label Sessions Varnet-France Mariba Apparel Shark Vasque (hiking Marika Phat Farm Sideout Sport boots) Marks & Spencer Polar Skechers View From Marx Polo Golf Skiing Passport Venator Massimo Pony Slazenger Versace MCD (More Core Power SMH/Swatch Volcom Division) Prada Smartwool Wacoal McDavid Price Smith's American Weebok McKinley Prince SMP Clothing West Beach Mecca Pro Player Spalding White Stag Merrell - hiking Pro Specs Speedo Willie Esco boots Pro Spirit Spiewak Wilson Millet Puma Split Wolverine Minimal Bounce Quechua Sporthill Worldwide Mitre Quicksilver Spotbilt (cleats) World Famous Mizuno Raichle Sprayway Y-3 Mont Belle Ralph Lauren SPY Moonstone (and Polo, Polo Spyder Mossimo Sport) brands Starbury

40 Exhibit E

List of Sponsor’s Trademarks

41 Exhibit F

2011 NIKE SOUTH AND NIKE TEAM NATIONALS INFORMATION

Date of Event: Nike South: ______

Nike Team Nationals: ______

Location of Event: Bear Branch Park (5200 Research Forest Drive The Woodlands, Texas 77381)

Planned Activities: Junior High School and Senior High School Cross Country Races

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Authorize the use of an independent contractor for park and pathway maintenance contract quality inspections

BUDGET IMPACT: $70,000 is allocated in the 2011 Park Operations Contracted Services account.

FACTS: On August 25, 2010, the Board awarded the contract for Park and Pathway Maintenance Services to BIO Landscape and Maintenance, Inc. for a three year term and authorized 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. While the transition from the previous park and pathway maintenance contractor to BIO has been relatively smooth and BIO is performing satisfactorily, the assistance of an independent contractor to perform quality inspections and reports will be beneficial to both BIO and the Township to ensure expectations of the contract are being meet. As the need for such assistance is expected to be limited in nature and duration, retaining an independent contractor for up to one year is recommended.

The Quality Compliance Inspector will inspect and audit parks, pathways, jumbo cul-de-sac islands and Township facilities for compliance with contract specifications and organizational maintenance standards; complete park, pathway, jumbo cul-de-sac Island condition assessment reports; collect data for use and review by the Township and related contractor(s). Requirements for the independent contractor include experience in large commercial or governmental landscape maintenance and/or experience and a degree in Landscape Architecture, Landscape Management, Turfgrass Science, Forestry, Arboriculture, Horticulture, Soil Science, or equivalent. Certified Sports Turf Manager, Licensed Irrigator, Certified Playground Safety Inspector, Certified Pest Control Applicator, Certified Arborist, Certified Nursery Professional, or similar certifications will be desired.

The Strong Firm will draft the Independent Contractor Agreement.

RECOMMENDED BOARD ACTION: Authorize the President/General Manager to utilize an independent contractor for park and pathway maintenance contract quality inspections for up to one year for an amount not to exceed $70,000.

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 1010

SUBJECT MATTER: Revision of the 2011 Parks and Recreation Capital Projects list for new pathways

BUDGET IMPACT: There is no impact to the 2011 Capital budget related to this revision.

FACTS/HISTORY: The Woodlands Township Board of Directors approved the 2011Parks and Recreation Capital Improvement Projects on January 20 and a first revision on April 21 of this year.

The Lake Robbins Drive streetscape project from Grogan’s Mill Road to Six Pines Drive includes sidewalks, landscaping, lighting and irrigation. The revised project scope includes a proposed realignment of the drive at the Cynthia Woods Mitchell Pavilion to align it with the entry drive to Market Street. As the streetscape construction is occurring, it will be beneficial to perform the drive realignment to prevent future reconstruction or repairs. Over the past 18 months, The Woodlands Township has been reviewing possible options for the potential location of an ice rink facility. This proposed roadway realignment would change the current alignment and provide the needed space for the ice rink facility at the Pavilion site if determined feasible at some point in the future.

As was discussed by the Board in January, it was anticipated that due to variations in new development and construction, the project list, schedule and budgets may require adjustment. The Board approved that the projects submitted may proceed and the President/General Manager may approve all invoices, progress payments, draws and reimbursements provided the amounts are within the approved budgets and the projects are within their scope as presented. Any material deviation from the approved budget or scope shall require approval by the Board of Directors and as the driveway alignment aspect of this project was not specified in the 2011 schedule, staff believes the revisions warrant Board consideration.

RECOMMENDED BOARD ACTION:

Approve the revision to the 2011 Parks and Recreation Capital Projects list for the scope of the Lake Robbins project to include the drive alignment between Market Street and Cynthia Woods Mitchell Pavilion with the same conditions, and give authorization as mentioned in this executive summary to the President/General Manager, as approved by the Board on January 20, 2011.

45 THE TOWNSHIP - PROPOSED 2010 -2015 STREETSCAPE PROJECT BUDGET RH 1-11-2011 ( Rev. 5-4-2011)

2010 Budget 2010 2011 2012 2013 2014 2015 Total Project Revised Actual Carryover 2/1/2010 & New 2010 Projects A1. Waterway District Directional Signs 30,000 39,229 -9,229

#2 A2. Mall Ring Road Streetscape 30,000 9,933 20,067 A3. Pathway- Villa Sport 2000 0 2,000 A4. Waterway Square/ Town Center Street Furniture 20,000 0 20,000 25,000 25,000

#14 A5. Timberloch- Waterway Avenue to Woodloch Forest- sidewalks, landscape, lighting 337,000 21,110 315,890

#8 A6. Waterway Square Place- Fountain Pl. to Woodloch Ct. (north)- sidewalks, landscaping, lighting 163,000 0 163,000

#8 A7. Waterway Square Place- Woodloch Ct. to Woodloch (north)- sidewalks, landscape, lighting 82,000 0 82,000

Subtotal 664,000 70,272 593,728

#7 A8. Waterway Square Place @ new hotel (south) - sidewalk, lighting, landscaping, lighting 119,673

#6 A9. Waterway Ave - Parking Lot to Woodlands Pkwy (east) - sidewalks, ramps, lighting, lamdscaping 282,708

#4 A10. Woodloch Forest - Lake Robbins Dr to WP (east);L. Robbins to WP (west balance)- pylon 396,111 lighting, landscaping, tree receptacles

#9 A11. Six Pines - Timberloch to WP (east & west)- pedestrian lighting 133,291

#10 A12. Timberloch West - Six Pines to Mew (south)- sidewalks, ramps, lighting, landscaping 83,812

#12 A13. Lake Robbins - Woodloch Court to Woodloch Forest Dr. (south)- sidewalks, lighting, landscaping 80,484

#14 A14.Timberloch Place East: Waterway Ave. to Woodloch Forest ( balance north & south)- landscaping, sidewalks, Lighting (Note: This is a duplicate project of A5) 0 0

Proposed Additional Project #5 A15. Six Pines- Timberloch to L. Robbins Dr.- landscaping/ lighting 315,000

Design Fees/ Contingency 83,000

Subtotal 1,494,079 991,353 502,726

Subtotal 2,158,079 1,061,625 1,096,454 2,158,079

2011 Projects #13 B.1 Six Pines- L. Woodlands Dr. to L. Robbins Dr.- landscaping, lighting 382,000 B.2 Woodloch Ct.- L. Robbins Dr. to WW Square Place (east)- sidewalks, landscaping, lighting 81,000 B.3 L. Woodlands Drive- Grogan's Mill to Six Pines- sidewalks 92,000 B.4 L.Robbins Drive- Grogan's Mill to Six Pines- sidewalks, landscaping, irrigation, lighting, 827,000 re-alignment of drive at the Pavilion to align with entry drive to Market Street Subtotal 1,382,000 1,382,000

2012 Projects #11 C1. Grogan's Mill Rd- Woodlands Pkwy to Timberloch- walkway (west) pedestrian lighting, landscaping 300,000 C2. Grogan's Mill Rd- Timberloch to L. Woodlands Dr.- sidewalks, landscaping, lighting 1,113,000

Subtotal 1,438,000 1,438,000

2013 Projects D1. Riva Row- High Timbers to Six Pines (north)- sidewalks, landscaping, lighting 330,000 D.2 Timberloch- Grogan's Mill to High Timbers- landscaping 28,000 D.3 Timberloch- High Timbers to Six Pines- sidewalks 34,000 D.4 Timberloch- Waterway Court to Six Pines (north)- sidewalks, landscaping, lighting 67,000 D.5 L. Robbins Drive- Woodloch to Lake Robbins- sidewalks, landscaping, lighting 444,000

Subtotal 928,000 928,000

2014 Projects E.1 Waterway Square- Phase 2- including pedestrian bridge over The Waterway, ramp/ elevator & pedestrian 1,200,000 1,200,000 mew to Timberloch Place

2015 Projects F. 1 Waterway Square- Phase 2 (complete) 1,200,000 1,200,000

Total 2,158,079 1,061,625 2,478,454 1,438,000 928,000 1,200,000 1,200,000 8,306,079 0

46 47

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Update on Governance Planning Process

FACTS/HISTORY:

Each month, an update will be provided on the Governance Planning Process.

The Woodlands Governance “Refresher Course” PSA is working with staff to develop introductory communication with the public as outlined in Stage 1A. The second article is scheduled to run in the July, 2011 issue of The Woodlands Community Magazine. The article will reacquaint the community with the governance process in preparation for future communications and education.

Stakeholder Interview and Focus Group Process PSA has developed a schedule to begin the stakeholder interview and focus group process this summer, to be completed as part of Stage 1B Current Governance Profile and Stage 1C Current Governance Structure Performance Analysis. The key component during the initial period will be to prepare a performance analysis of the current governance structure, identifying current and future gaps in service delivery and operation. PSA used the list of potential stakeholders, as submitted by Board members, to develop the schedule. Some of the potential stakeholders may not be heavily involved in the initial stages, but will be notified of the upcoming process.

Governance Alternatives / Financial Modeling When the initial discussion of the Governance process occurred in March, one of the priorities identified by the Board was the development of a financial model showing the cost of governance alternatives.

The Board directed that some preliminary financial analysis should be completed prior to the public engagement process to provide realistic financial parameters. To accomplish this, PSA will solicit professional firms that specialize in financial analysis to augment PSA’s and staff’s expertise, and to provide an outside perspective. A recommendation will be brought forth to the Board in June identifying the most qualified and cost effective options. It is anticipated that as governance options are narrowed down and refined, more detailed financial analysis will be performed.

RECOMMENDED BOARD ACTION:

None. For information only. 49 Governance Structure Performance Analysis The Woodlands Governance Planning Process May 12, 2011

The ultimate outcome of this task is a thorough understanding of the effectiveness of the existing governance structure. Using gap analysis research, a performance analysis will be developed outlining any service or operational deficiencies within the current governance structure, as well as any current governance advantages that a change in structure might jeopardize.

A. Initial Gap Analysis Research 1. Group meeting with the Township’s Executive Management Team (focused on current service delivery) 2. Meeting with Joint Powers Agency/MUDs management 3. Meeting with The Woodlands Development Company 4. Joint meeting with South Montgomery Chamber of Commerce and Economic Development Partnership management 5. Joint meeting with Village Association presidents (or appointed representatives) 6. Meeting with State Senator 7. Meeting with State Representative 8. Meeting with Montgomery County Precinct 3 Commissioner 9. Meeting with Entergy 10. Meeting with CenterPoint 11. Meeting with San Jacinto River Authority 12. Meeting with Road Utility District #1 13. Joint meeting with major employers and EDP representatives 14. Joint meeting with retail, hospitality industry, Pavilion, Montgomery County Hispanic Chamber of Commerce, and South Montgomery Chamber of Commerce representatives 15. Focus groups meetings (2) with residents

Contact will also be made with the following individuals and agencies informing them of the process, providing contact information, and inviting them to participate in the process as it moves forward.

• Montgomery/Harris County service provider management (sheriffs, constables, etc.) • Montgomery County Precinct 2 and 4 Commissioners, Harris County Precinct 4 Commissioner • Conroe Independent School District superintendent, Tomball Independent School District superintendent, Magnolia Independent School District superintendent, LSCS- Montgomery president • Cities of Houston, Conroe, Shenandoah, and Oak Ridge North

50 B. Additional Data Gathering As part of the initial gap analysis research task, additional input and analysis steps may be identified in order to clarify or focus the findings. Several additional meetings may be required with those already engaged or those that have not been previously engaged.

C. Current Governance Structure Performance Analysis PSA will develop a summary report of the gap analysis research that provides a snapshot of the current governance structure’s performance. A work session with the Board of Directors will be held to present and discuss these findings and garner the Board’s input.

Using the input from the Board and research completed, a group meeting will be held with the Executive Management Team to discuss the findings and develop potential strategies to address any gaps. This will lead to the development of potential governance alternatives that will be integrated with the preliminary financial analysis (running concurrently) that will provide the basis for public discussions and deliberations in the fall.

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Consider Trolley Service Expansion in The Woodlands Town Center

BUDGET IMPACT: N/A

FACTS/HISTORY:

The Goodman Corporation (TGC) has assisted The Woodlands Township (Township) in the planning, financing and oversight of transit services including the Town Center Trolley system and planning for the expansion of transit services in the Township.

At the April Board of Directors meeting, The Village at The Woodlands Waterway made a presentation requesting that trolley service be extended to serve their residents. The Goodman Corporation was asked to review the viability and cost to expand the existing Trolley route in the Town Center area. The Goodman Corporation will provide a report to the Board at the meeting on May 19th regarding the impact of extending the Trolley service to the west side of Grogan’s Mill Road.

RECOMMENDED BOARD ACTION:

Consider approval of The Goodman Corporation’s proposal for added Trolley service to incorporate an area immediately west of Grogan’s Mill Road on Lake Robbins Drive (ending at the Waterway) to the current Trolley Town Center circulator route, and authorize the President/General Manager to execute an agreement, on behalf of The Woodlands Township, with The Brazos Transit District to implement the expanded Trolley service.

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Update regarding the Grogan’s Mill Road pedestrian bridge beautification project

BUDGET IMPACT: The costs associated with transferring ownership of the bridge to the Township are estimated to be $3,500 which includes attorneys’ fees for document preparation and review, and a survey to determine exact legal descriptions for conveyance documents. Costs associated with improvements, enhancements or removal is yet to been determined.

FACTS/HISTORY: At the Board of Directors meeting on January 26, 2011, the Board received a presentation by the pastor of the First Baptist Church The Woodlands and a Resolution from the Grogan’s Mill Village Association regarding the beautification of the pedestrian bridge that crosses Grogan’s Mill Road at Sawmill Road. The Resolution requested that The Woodlands Township support the proposed pedestrian bridge beautification project as, or similar, to that as presented.

The Board received additional information at the Board of Directors meeting on February 23 regarding the bridge and directed staff to conduct further research on the issues involved, including ownership, transfer to the Township, measurement of usage, safety requirements, funding alternatives, renovation and removal.

The Strong Firm, Stewart Title Company of Montgomery County, staff and The Woodlands Land Development Company have researched records and files and have found no documents showing ownership of, or conveying the rights for the construction and/or the right for existence and use of the aerial portion of the bridge to any entity. Additionally, Montgomery County claims no ownership rights to the bridge. It was determined that Austin Bridge Company constructed the bridge for The Woodlands Development Corporation in 1976. It is established that The Woodlands Township, as assignee of the Woodlands Community Association (WCA) owns the real property on the east side of the bridge which includes the pathway connecting to the bridge; and that the Township as assignee has a pathway easement on the west side of the bridge that is on First Baptist Church The Woodlands property containing the pathway that connects to the bridge. Since at least 1988, WCA has maintained the bridge and pathway. In 2008, WCA budgeted $50,000 for bridge repairs and improvements. LJA Engineering was contracted for $4,000 to evaluate the structural integrity of the bridge and no issues were found. After which, staff and contractors performed approximately $10,000 in routine repairs and maintenance to the bridge.

55 To determine pathway usage, a trail counter was installed on the bridge between February 24 and March 20, 2011. During this time period, (27 days) over 8,000 passes were recorded. The trail counter was then relocated to the pathway underneath Woodlands Parkway on the route to McCullough Junior High. During the time period of March 22 to April 9, (14 days) 2,292 passes were recorded. The Grogan’s Mill bridge averaged 296 passes per day and the Woodlands Parkway underpass averaged 163 passes per day. During the 7:00 a.m. to 8:00 a.m. time period, Grogan’s Mill averaged 25 passes per day while Woodlands Parkway averaged 14 per day.

It should be noted that The Woodlands Township (TCID) holds an Elevated Walkway Easement and Agreement for the “Skybridge” across the county road Six Pines Drive between The Woodlands Waterway Marriott Convention Center and the parking garage.

In order to transfer the improvements known as the existing bridge into the ownership of the Township, the Strong Firm recommends the execution of a Bill of Sale from The Woodlands Land Development Company to the Township for the bridge and an Aerial Easement or Elevated Walkway Easement with Montgomery County and The Woodlands Land Development Company, providing the right for the bridge to be located where it is in exchange for an agreement for The Woodlands Township to maintain the bridge. This will require a land survey to be performed to establish a legal description of the bridge.

As no original construction plans or as-built drawing of the bridge have been found, it is unknown what weight/ load capacity the structure has or if there is capacity to add to the bridge the potential load requirements of the proposed enhancements. It is also unknown if the current chain link fence or “cage” on the bridge is a requirement of TxDOT or any other agency that may have authority for pedestrian bridges that cross over public roads. It is also unclear if there would be other code requirements that would have to be addressed if an improvement project of the size proposed was performed. But it is known that if $50,000 or more is expended on an improvement project for the bridge, a Transportation Safety Administration (TSA) review will be required and ADA access will come into focus. The bridge was built prior to ADA being adopted and does not meet the 1:20 approach slope requirement.

A recommendation for consideration by the Board is listed below and would initiate a process to place the bridge into the ownership of The Woodlands Township. If the Board accepts this recommendation, staff will develop a Capital Improvement Project proposal for the 2012 budget process that provides options including bridge improvements, enhancements and removal and include funding alternatives for each of the options. The final determination regarding this matter is proposed to be made as part of the 2012 budget process.

RECOMMENDED BOARD ACTION:

Authorize the staff to proceed with development of the necessary documentation to place the bridge into the ownership of The Woodlands Township and direct that the final transfer documents be returned to the Board of Directors for final consideration.

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Request for Proposals – Solid Waste Removal and Recycling Services

BUDGET IMPACT: The 2011 budget for solid waste removal services is $5,419,819 with the 2011 forecast being $5,274,000. With growth projections, staff projects the cost associated with the Waste Management proposal for 2012 to be $4,572,423.

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 a contract with RW Beck (SAIC) for professional services to assist in the development of the scope of services, specifications and bid process. At the January 26, 2011, Board of Directors meeting, the scope of services for the basis for a public solicitation for Request for Proposals (RFP) from waste collection companies was approved. RFPs were advertised beginning February 4th with proposals due March 25th. A mandatory pre-proposal meeting was held on February 24th with eight companies represented. Five companies submitted proposals. SAIC performed a review of the proposals which focused on the proposed approach, experience & qualifications (Attachment A) and provided a detailed financial analysis and financial summaries (Attachments B thru B-6). Additionally, a team of staff and a HGAC professional independently evaluated the proposals and ranked them per a Decision Matrix based on the evaluation criteria listed in the RFP (Attachment C). Waste Management ranked the highest on the Decision Matrix and submitted the lowest unit cost for every category of base services. SAIC’s financial analysis for an annual cost for the option of contractor provided carts indicates a 48% cost difference between Waste Management’s proposal and the next lowest cost proposal. As Waste Management (WM) submitted a substantially lower cost proposal than all others, staff pursued conditioning the WM proposal including clarifying the questions identified in SAIC’s evaluation. WM satisfactorily responded to the questions for clarification: their proposed replacement schedule for existing solid waste carts – approximately 8500 existing burgundy/brown carts will be replaced with green carts and all existing green carts will be replaced with new green carts and Township logo as they age or are damaged. (Attachment D); WM will replace all existing collection trucks with new CNG fueled trucks by the end of the first quarter of 2012; WM proposes to cap the annual rate adjustment formula to a simple 3% as currently provided in the existing contract. Regarding the key reasons that the proposed

57 residential service rates are lower than the current contract rates with the Township, WM responded that the Township is “important” to WM, with many employees including key employees residing in the Township and the company wants to keep the Township as a long term customer. They indicated their commitment to maintaining the same quality level of service currently provided, despite the reduced cost to the Township. WM will provide a recyclable rebate program to the Township for residential single stream recycling and for the Township’s Recycling Drop-Off Center. There are multiple options and scenarios for service combinations within the proposal available to the Township, however two seem to provide the best service combination at the least cost and least impact to the residents: Option A: 95 gallon green solid waste cart provided by Waste Management Cost 95 gallon green with yellow lid recycling cart provided by Waste Management Summary No plastic bags allowed for yard waste – compostable bag, bundles or resident B- Attachment provided containers only B-1 Projected annual cost based upon SAIC model = $4,217,949

Option B: 60 gallon black solid waste cart provided by Waste Management Cost 95 gallon green with yellow lid recycling cart provided by Waste Management Summary No plastic bags allowed for yard waste – compostable bags, bundles or resident Attachment provided containers only B-2 Projected annual cost based upon SAIC model = $4,313,306

Option B reduces the size of the current trash cart size from 95 gallons to 60 gallons and increases the size of the recycling container from the current 18 gallons to a 95 gallons cart. This change advances the Township’s Strategic Plan Focus Area 1.3: “Provide and promote efficient, cost effective and environmentally responsible waste disposal and recycling community wide”. A large recycling cart provides room for items such as cardboard to be placed in the cart along with the numerous amounts of recyclable materials accepted.

Other service combinations options include: providing recycling services every other week which would reduce the annual cost $245,729; allowing plastic bags for yard waste which increases the annual cost $139,422;

The RFP requested proposals to include options for the Township purchasing the waste collection and/or recycling carts directly. At an upfront cost of approximately $3,000,000 to the Township for the purchase of new carts, the return on investment does not justify this option as the annual reduction in contract cost based on Option A is projected to be $227,391. It

58 would take over thirteen years to justify the capital cost when the term of the contract is only eight and the useful life of a cart is 10-12 years. Due to the size and scale of the contract and the task of replacing existing carts and bins, educating residents on the new service combination and monitoring the transition, 2% of the annual contract value is recommended to provide staff with additional staff resources and/or contracted services for assistance for up to one year.

RECOMMENDED BOARD ACTION: Authorize the President/ General Manager to develop a Solid Waste Collection, Disposal and Recycling Services contract with Waste Management of Texas, Inc. based on the service combination of Option A and return to the Board for final approval and award of proposal; and authorize up to 2% of the annual contract amount for additional staff resources or contracted services to assist with the transition of carts and bins and with quality control and supervision to manage the performance of the contractor.

Memorandum

To: Lynne Aldrich From: Scott Pasternak Katie Wussow Subject: Review of Solid Waste and Recycling Proposals for The Woodlands Township Date: April 8, 2011

Overview The Woodlands Township (Township) issued a Request for Proposals (RFP) in February 2011 for Solid Waste and Recycling Services. In response to the RFP, the Township received proposals from the following organizations:

Red River Waste Solutions (RRWS); Republic Services (Republic); Waste Connections; Waste Corporation of America (WCA); and Waste Management. The Township retained SAIC Energy, Environment, and Infrastructure (SAIC) to assist in the reviewing of the above proposals. SAIC’s review focuses on the proposed approach, experience & qualifications, and costs.

Financial Analysis SAIC’s detailed financial analysis is summarized in a MS Excel workbook that is included with this memo. The following provides an understanding of how to analyze the costs included in the model.

SAIC would invite the evaluation committee to review the workbook in as much detail as is desired. However, if a committee member prefers not to conduct a detailed review, SAIC would suggest focusing on the Summary tab. The Summary tab illustrates the annual cost to the Township based on each vendor’s proposal. In addition, it shows the rank (one being the lowest price), as well as each proposal’s variance from the first ranked proposal. The model includes costs associated with all services, and are labeled accordingly on the worksheet tabs. (Acronym “UP” stands for “Unit Pricing.”) The Summary tab allows the user to change the residential service combinations based on the options included in the RFP. The costs update automatically. This functionality also allows for an understanding of the residential rate with contractor-owned carts and bins and City-owned carts and bins.

Memorandum April 8, 2011 Page 2

Proposal Review The following summarizes SAIC’s review of all proposals submitted. For each proposal, SAIC identifies the proposal’s strengths, weaknesses, potential negotiation points, and questions.

Red River Waste Solutions

Strengths Vehicle Technology. The proposal includes GPS tracking on all collection vehicles. Customer Service Technology. The proposal includes an online customer service tool for customers to register complaints. In addition, RRWS proposes to address customer service issues within two hours of receipt of a complaint. Public Education Contribution. The proposal includes a public education contribution of $64,000, which is among the highest of all of the proposers when taking into consideration the annual value of each proposal.

Weaknesses Collection Schedules and Routing. The proposal states that RRWS will provide route schedules 45 days prior to the start of service. This timeframe is not sufficient for a successful service transition. Furthermore, this information was requested as part of the proposal so that the Township could assess the impact of a change in service provider on customers. Transition Plan. In SAIC’s opinion, the transition plan does not demonstrate RRWS’s ability to successfully transition service. Specifically, SAIC considers the following to be weaknesses of the submitted transition plan. o The transition plan makes no mention of cart distribution, which is a key activity related to the transition and is the aspect of the transition that has the greatest impact on residents. RRWS also makes no mention of resident communication that would occur during the transition. o In the transition plan, RRWS makes at least two references to the start date for services being moved or changed. The Township has not indicated that the start date for service is subject to change. o Many aspects of the transition occur in an unnecessarily short timeframe, given that the selected vendor will have approximately nine months to transition service. This includes the receipt of collection equipment only 15 days prior to the start of the contract, hiring of personnel 20 days prior to the start of the contract, and initiating training for hired personnel 10 days prior to the start of the contract. Possible Disposal Cost Increases. The proposal states that “price increases could require price adjustments” with regard to landfill disposal since they are using Waste Management’s facility.

Memorandum April 8, 2011 Page 3

The proposal does not indicate how RRWS would propose to handle such adjustments should a disposal price increase occur. Multi-Family and Township Building Recycling. The proposal did not include information regarding recycling services beyond single-family residential. General Manager Not Identified. All personnel described in the submittal are corporate in nature and not the individuals that would be responsible for providing daily service under the contract. Additionally, the General Manager position has not been filled, and RRWS did not indicate what minimum qualifications or professional experience they would require for the individual who would fill this position. Local Office. RRWS indicated a desire to expand services in the Houston area and to establish a local operating facility. The proposal does not include any detail regarding the potential location of the local operating facility. Incomplete Information Regarding Vehicles. The proposal indicates that a combination of new and used vehicles will be used for service to the Township; however, the proposal does not make clear how many vehicles will be new vs. reconditioned. The proposal also does not include the age of reconditioned equipment so as to verify compliance with the Township’s requirement that vehicles not exceed eight years of age throughout the initial term of the contract. Last, RRWS indicates that “5 to 7” recycling vehicles will be used. Based on the tonnage and participation information provided as part of the RFP, RRWS should have provided a more precise proposal on the number of recycling vehicles that would be used. Incomplete Information Regarding Carts. RRWS states in the proposal that it will be less expensive for the Township to provide carts. However, they do not provide detail about the carts that they would be providing if the Township elected for the vendor to provide the carts. This information is critical since the Township’s Board has not yet authorized the Township to purchase carts. In addition, RRWS states that they plan to subcontract cart maintenance, but they do not provide any detail regarding the arrangement, including the company they plan to engage to provide this service. Incomplete Information Regarding References. The proposal includes a map showing the geographic location of RRWS’s customer cities. However, they did not provide a description of services, the dates of service, or contact information to be able to adequately assess the quality of the references. Proposal Not Customized to the Township. The proposal makes repeated references to “Lucas County,” which does not exist in Texas. In addition, the proposal makes reference to “Toledo” and the “State of Ohio.” Such references suggest that the content of the proposal was not customized to the Township and may not be suited to the unique needs of the Township.

Potential Points of Negotiation Possible disposal cost adjustment in the event of a price increase at the landfill.

Memorandum April 8, 2011 Page 4

Questions and Clarifications What was the reasoning behind the structure of the proposed transition plan? Why did RRWS restrict all of the activities regarding the service transition to occur within a 60 day time frame? Clarify the age of each vehicle to be used for collection services in the Township. Clarify whether RRWS is able to comply with the requirement that vehicles not exceed eight years of age during the initial term. What carts are included in the pricing provided by RRWS? Please provide the requested detail regarding manufacturer and appearance of carts. Clarify whether carts would be new. Provide contact information for the references included within the proposal. Is the Solid Waste Cart Rate shown in Form 6.1 of the proposal in addition to the base rate or inclusive of the base rate? In other words, if The Township elected for RRWS to provide the carts, would the monthly rate per household for refuse service be $10.42 or $9.49 plus $10.42? (Question sent to vendor on April 1, 2011.) o Vendor Response (04-05-11): Our weekly solid waste collection price of $10.42 includes Red River providing one 95 gallon cart to each active account. The rate of $9.49 is our solid waste collection rate less the 95 gallon cart expense. The rates just provides a cost difference to provide the cart.

Is the Recycling Cart/Bin Rate shown in Form 6.2 of the proposal in addition to the base rate or inclusive of the base rate? In other words, if The Township elected for RRWS to provide the carts, would the monthly rate per household for recycling service be $5.89 or $4.97 plus $5.89? (Question sent to vendor on April 1, 2011.) o Vendor Response (04-05-11): Our weekly recycling price of $5.89 includes Red River providing one 95 gallon cart to each active account. The rate of $4.97 is our weekly recycling rate less the cart expense. The rates just provides a cost difference to provide the cart.

Please clarify why RRWS declined to provide pricing for the 60-gallon cart and 30-gallon cart alternatives for solid waste service. Is RRWS willing to provide such services to The Township? (Question sent to vendor on April 1, 2011.) o Vendor Response (04-05-11): We did not have an understanding of the number of accounts who would request smaller containers. Yes, we are more than willing to provide smaller containers upon request. Can the Township provide us an estimated of the number of smaller containers by size? 95 gallon containers are the most common containers in use today. We would need to develop a fee to swap and deliver after the initial containers would be delivered. We are open to any combination of container sizes but we would caution the Township that this could become an ongoing administrative hassle if customers continued to change container sizes.

In Form 6.3 of the RFP, the Township requested a monthly fee per household for bulk waste pickup. RRWS provided a per pickup fee. The Township would like to clarify whether RRWS takes exception to charging a monthly fee for bulk waste. If so, please indicate as such in writing

Memorandum April 8, 2011 Page 5

to the Township and provide an explanation for how the Township and/or residents would be charged for bulk waste services under your proposal. (Question sent to vendor on April 1, 2011.) o Vendor Response (04-05-11): We provided a per pick-up fee because it was unclear from the RFP in regards to the number of customers who required bulk waste collection. In addition, the change in equipment type from rear-load manual collection to side-load fully automated collection does not provide the hauler the flexibility to co-mingle bulk waste with residential solid waste in the same collection vehicle as is currently accomplished. The per pick-up fee is very common in fully automated collection environments. We could provide a fixed fee for monthly bulk waste collection if this is the direction the Township would like to consider. However, the per pick-up service method based on a call-in service is usually the cheapest avenue for the customer over the course of a year. What we have found is a lot of customers pay a fixed rate over the course of a year and never use the service. We would accept bulk waste from customers at the recycling center for free in addition to the call- in service method.

Republic Services

Strengths Local Customer Service Office. Republic’s proposal includes a staffed customer service call center that is located in the Houston area. Information Regarding Financial Capacity. Republic provided detailed information to demonstrate their financial capacity to handle the Township’s services, including credit ratings, Dun and Bradstreet information, and credit references. Free Mulch/Compost. Living Earth, a subconsultant within the proposal, pledged to provide 1,000 two cubic-foot bags of product to residents of the Township each year.

Weaknesses Lack of Texas References. Republic provided six municipal references, all of which are from Florida. Because of the size of the company, and the fact that Florida is an entirely different region than the Township, these references are not sufficient to adequately assess the performance record of the company or the individuals that would be assigned to management of the contract. Management Team. Republic provided the key individuals that would be responsible for management of the contract, but they did not identify the specific individual or group of individuals that would be responsible for daily operation of the service. Incomplete Submittal. The proposal is incomplete and does not contain a description of key information that was requested as part of the RFP. Republic provided primarily corporate-level information and did not provide sufficient detail regarding the services for the Township. Key missing information includes the following.

Memorandum April 8, 2011 Page 6

o Service transition plan. o Types and number of front-line and spare vehicles, including age, make, model, or photos. o Description of vehicle maintenance program. o Description of or timeline for acquisition of new equipment. o Proposed containers for residential, multi-family, and non-residential service. The manufacturer specifications were included, but no information regarding the color, labeling, or educational signage on containers was included. o Number of personnel for each collection crew. o Collection route schedules and accompanying maps. o Recyclable materials accepted as part of the program. o Recycling programs available to multi-family and non-residential customers. o Description of drop-off center operations. o Recycling services available to multi-family and Township buildings. o Description of personnel standards and policies. o Proposed rebates from recyclables. Exceptions to Solicitation. Republic identified various exceptions to the solicitation, including a limit to the indemnification language, modification the title to waste and adoption of a definition for unacceptable waste. As to the exception to the indemnification language, SAIC recommends that Township attorney review the proposed exception to the indemnification provision since the proposed exception shall increase the liability of the Township. As to the modification to the title to waste, SAIC recommends the title transfer to be based solely on when the contractor collects the material. As to the proposed definition of unacceptable waste, SAIC recommends the definition exclude “or in the reasonable discretion of Contractor” as to prohibit materials being designated as unacceptable waste by the Contractor.

Potential Points of Negotiation None identified.

Questions and Clarifications The Township needs clarification on all of the above listed items under “Incomplete Submittal.” Republic proposed a recycling base rate of $3.40 per month for every other week single-stream recycling in a 90-100 gallon cart and $2.44 per month for weekly single-stream recycling in a 90- 100 gallon cart. The Township would expect that the every other week option would be less costly than the weekly option. Please clarify whether this pricing is correct. (Question sent to vendor on April 1, 2011.)

Memorandum April 8, 2011 Page 7

o Vendor Response (04/01/11): Upon review, the correct price for every other week single- stream recycling in a 90-100 gallon cart is $2.44. The correct single-stream recycling in a 90-100 gallon cart is $3.40. The two numbers are transposed on the bid.

Waste Connections

Strengths Transition Plan. The information provided by Waste Connections for the transition plan demonstrates an understanding of the key issues that must be addressed during the service transition. The plan details a weekly schedule for how carts will be removed and new carts placed at Township households. In addition, they specifically state that if a resident erroneously sets out the old and new carts at the same time, they will collect material from both carts. The proposal also indicates a willingness to work with the outgoing vendor (for a fee) to remove carts on their behalf. The transition plan emphasizes daily communication of the progress of cart delivery. Consistent Routing. Waste Connections intends to keep routes and collection days consistent with the current service provider. Cart Information. Waste Connections provided a detailed description of the carts proposed for residential use in the Township, and they included an in-mold label (IML) for recycling carts. Vehicles. Waste Connections proposed to use new (2011) vehicles for service in the Township. In addition, the spare ratio is 8:1. Drive Cam technology is included in all vehicles. Recycling Rebates. Waste Connections proposes to allow the Township to retain any and all revenues received from the sale of recyclables collected through the single-family and drop-off center programs. In addition, they propose to assist the Township in negotiating the best rebate available through area MRFs. Recyclable Materials. The list of recyclable materials included in the proposal is very comprehensive compared to other single-stream programs. Waste Connections proposes to collect recyclable materials including plastics #1 through #7 and aseptic containers. Commercial Recycling Options. The proposal includes pricing for cart-based and dumpster- based single-stream recycling for multi-family and Township buildings. The proposal also includes assistance from Waste Connections in educating these customers via direct mail and signage. Rewards Program. Pricing for single-family recycling service includes the Recyclebank program for all residents. However, they do indicate that they would reduce the price if the Township preferred not to offer this program to residents. Management Team. The management team section of the proposal describes in detail the responsibilities of each individual related to the Township’s contract. In addition, for key

Memorandum April 8, 2011 Page 8

personnel, the proposal provides a customer reference for each individual. All personnel included within the submittal have strong qualifications and experience in the solid waste industry. No Key Exceptions to Solicitation. Waste Connection identified three exceptions to the solicitation. Of the exceptions identified, the only exception that may impact cost is the requirement for carts to be equipped with RFID tags if the Township elects to participate in the Recyclebank program.

Weaknesses Lack of Local References. Most of the references provided by Waste Connections are from outside of the State of Texas. Based on SAIC’s prior understanding, this is due to the fact that the company’s presence in Houston area is the result of a recent acquisition of a local hauling company.

Potential Points of Negotiation Inclusion or exclusion of Recyclebank program based on price impact.

Questions and Clarifications Waste Connections provided base rates based on the inclusion of Recyclebank. If the Township elects to forego Recyclebank, please provide the rates for collection services. Is the Solid Waste Cart Rate shown in Form 6.1 of the proposal in addition to the base rate or inclusive of the base rate? In other words, if The Township elected for Waste Connections to provide the carts, would the monthly rate per household for refuse service be $7.78 or $6.98 plus $7.78? (Question sent to vendor on April 1, 2011.) o Response from 04-04-11: In section 6.1, if The Woodlands elects for Waste Connections to purchase the carts, the monthly rate per household would be $7.78. If The Woodlands elects to purchase the carts, the monthly household rate would be $6.98.

Is the Recycling Cart/Bin Rate shown in Form 6.2 of the proposal in addition to the base rate or inclusive of the base rate? In other words, if The Township elected for Waste Connections to provide the carts, would the monthly rate per household for recycling service be $4.49 or $3.50 plus $4.49? (Question sent to vendor on April 1, 2011.) o Response from 04-04-11: In section 6.2, if The Woodlands elects for Waste Connections to purchase the carts, the monthly rate per household would be $4.49. If The Woodlands elects to purchase the carts, the monthly household rate would be $3.50.

In Form 6.3 of the RFP, the Township requested a monthly fee per household for bulk waste pickup. Waste Connections provided a per cubic yard fee. The Township would like to clarify whether Waste Connections takes exception to charging a monthly fee for bulk waste. If so, please indicate as such in writing to the Township and provide an explanation for how the

Memorandum April 8, 2011 Page 9

Township and/or residents would be charged for bulk waste services under your proposal. (Question sent to vendor on April 1, 2011.) o Response from 04-04-11: Waste Connections misinterpreted the bulk waste pick-up. Normal bulk waste from residential curbside is included in the monthly household rate. The cubic yard rate was put in to mirror the current providers "hopper rate" for the collection of bulky materials from the Shopping Center.

Waste Corporation of America

Strengths Vehicles. WCA submitted very thorough information regarding their vehicle maintenance program. In addition, WCA included a pricing alternative for CNG vehicles. Potential for Revenue Sharing. One of the MRFs proposed to be used by WCA for processing recyclables collected from the Township included a $60 per ton processing fee and 75 percent revenue sharing. In addition, this particular MRF included twice per year recycling audits. Management Team. WCA identified the individuals that would be responsible for managing the contract, including the residential operations manager and commercial operations manager. All personnel have strong qualifications and experience in the solid waste industry. Recyclable Materials. The list of recyclable materials included in the proposal is very comprehensive compared to other single-stream programs. (However, aseptic containers are not included.) Consistent Routing. WCA included the current route map in the proposed approach of their proposal, implying that they intend to keep routes and collection days consistent with the current service provider. Exceptions. WCA made no exceptions to the RFP.

Weaknesses Houston-Area Account Size. Based on the references provided, WCA currently services primarily smaller communities in the Houston area. The Woodlands would be the largest residential account in the Houston area, based on the references provided. The largest account of the references provided is 5,500 households. Multiple MRFs Proposed. The proposal includes letters from three different MRFs, one of which is in Baton Rouge, Louisiana. Upon inquiry by the Township, WCA indicated that they intend to take the Township’s material to the facility that offers the most beneficial financial scenario based on revenue received and hauling distance. Since only one of these facilities included revenue sharing in the proposal, it is unclear how WCA’s decision on where to take material would impact revenue to the Township.

Memorandum April 8, 2011 Page 10

Incomplete Submittal. The proposal is incomplete and does not contain a description of key information that was requested as part of the RFP, including the following. o Types and number of front-line and spare vehicles, including age, make, and model. o Timeline for acquisition of new equipment. o Details of carts to be provided for service. (Toter carts are assumed based on the photo included within the submittal.) o Number of operations personnel provided. o Description of drop-off center operations. o Description of personnel standards and policies.

Potential Points of Negotiation Revenue sharing for MRFs other than Federal International, Inc.

Questions and Clarifications Does WCA intend to maintain the current routes and collection days as the current service provider? Provide additional detail regarding the proposed use of CNG vehicles. WCA only provided a price for cart-based multi-family and Township building recycling. Is WCA able to provide multi-family and Township building recycling via front-load containers? Please clarify why WCA declined to provide pricing for the 60-gallon cart and 30-gallon cart alternatives for solid waste service as well as the 18-gallon bin option or the every other week recycling option. Is WCA willing to provide such services to the Township? (Question sent to vendor on April 1, 2011.) o Response from 04-06-2011: WCA can certainly provide such services. We do, however have concerns about the 30-gallon cart alternative due to the problems associated with the automated-arm gripper. Both the truck collection vehicle manufacturers and the cart manufacturers have expressed some concerns about the potential problems associated with the small carts. The 60-gallon cart, however, does not pose that problem, and we can provide them for the same price as the 90-gallon. Due to our desire to promote effective recycling, WCA knowingly did not provide pricing for the 18-gallon recycling bin option. WCA was the first private hauler in the Houston area to introduce weekly cart recycling, and we have been impressed by the increase in participation rates and in volumes diverted from the disposal waste streams and directed to recycling efforts. Thus, WCA believes that the most effective recycling program for the Township must include some level of cart recycling on a weekly basis, to maximize the ability for concerned residents to improve recycling efforts while minimizing the potential for problems associated with materials attracting pests or becoming malodorous.

Memorandum April 8, 2011 Page 11

WCA did not provide a base rate for weekly recycling with a 90-gallon cart. WCA did provide a price of $3.50 for the recycling cart/bin rate for this alternative. Please clarify the intent of the pricing provided. (Question sent to vendor on April 1, 2011.) o Response from 04-06-2011: Should the Township choose weekly recycling with 90-gallon carts (and we highly recommend that approach), the base rate would be the $3.50 per home per month. o Follow-Up Question: What is the proposed cart rate for single-stream recycling? WCA included letters from three separate processing facilities in it proposal – Federal International, Inc., Greenstar, and Recycling Foundation of Baton Rouge, LA. Please indicate which processing facility would be used to provide service to the Township. If a combination of facilities is proposed, please indicate how much material would be hauled to each location. (Question sent to vendor on April 1, 2011.) o Response from 04-06-2011: WCA’s goal in any recycling program would be to maximize the benefits to the Township of promoting a “greener” approach to solid waste management. The market for the recycling materials collected remains potentially volatile and subject to change day-to-day. Since WCA intends to collect the recyclables with our vehicles and employees, we feel it is prudent to direct the materials themselves to the facility that offers the best deal, determined by both the pricing structure and the length of haul to the facility.

Waste Management

Strengths Transition Plan. The information provided by Waste Management for the transition plan demonstrates an understanding of the key issues that must be addressed during the service transition. The transition plan includes the number of staging areas needed for cart distribution, and it identified potential areas that would be appropriate for cart staging. In addition, the transition plan accounts for time lost due to the holidays. The plan also details exactly when and how old solid waste carts will be removed and new solid waste carts placed at Township households. Last, the proposal indicates that Waste Management will designate one full time staff person to handling calls from residents related to the service transition. Use of CNG Vehicles. The proposed pricing includes the provision of five compressed natural gas (CNG) vehicles for the Township’s automated recycling program. Consistent Routing. Based on information provided in the proposal, routing and service days are proposed to remain the same as in the current service. Spare Equipment. The proposal states that Waste Management maintains a front-line to spare equipment ratio of 7:1, which is adequate in SAIC’s opinion. Recyclable Materials. The list of single-stream materials provided in the proposal is very inclusive, as the program will accept aseptic containers, glass bottles and jars, and plastics #1 through #7.

Memorandum April 8, 2011 Page 12

Proposed Improvements to the Drop-Off Center. Waste Management proposed to continue operation of the drop-off center with current levels of equipment and personnel. In addition to what is currently being provided, Waste Management proposed to add educational signage and update the landscaping with native plants at the direction of Montgomery County Master Gardeners. Multi-Family and Township Building Recycling. Waste Management’s proposal includes proposed pricing for single-stream recycling for multi-family properties. Waste Management proposes to provide single-stream recycling to Township buildings for no charge. Customer Service. Waste Management’s proposed customer service call center has technology in place to document and track customer complaints on a daily basis. This technology provides a sound basis for reporting to the Township. In-Kind Services and Financial Contributions. Waste Management is proposing to provide in- kind services and financial contributions for three events per year in coordination with The Woodlands Convention and Visitor’s Bureau.

Weaknesses Residential Solid Waste Cart Replacement. Waste Management proposes to provide 8,500 new solid waste carts at the beginning of the agreement and continuing to use the approximately 22,000 remaining green solid waste carts that are currently being used for service within the Township. This means that less than one-third of the solid waste carts will be new at the beginning of the agreement. The proposal states that the existing 22,000 green carts will be replaced with new carts when they “need to be replaced due to age or damage,” but does not provide a replacement schedule or an understanding of how many of the carts will be replaced during the course of the agreement. If Waste Management is awarded the agreement and the City elects for Waste Management to purchase the carts, SAIC recommends that a cart replacement schedule be set forth in the agreement to ensure all carts are replaced during the initial term of the agreement since the Township will own all carts at the expiration or termination of the agreement. SAIC would also note that WM’s cart pricing is relatively low compared to other vendors, likely due to the fact that they would not be replacing all of the solid waste carts at the beginning of the agreement. Residential Cart Appearance. Waste Management is proposing green carts for residential solid waste and recycling service. SAIC would typically recommend that the colors of the solid waste and recycling carts be (i) different colors to provide differentiation between solid waste and recycling service and (ii) colors other than those of a hauler, such as colors utilized by the local government in marketing materials, to avoid replacement of carts upon transition between haulers. SAIC would also recommend that recycling carts include an in mold label (IML) in the lid that describes how to properly participate in the program. Waste Management does not indicate whether an IML is included in their pricing. Last, Waste Management indicates that the company logo will be included on the carts. SAIC would strongly recommend that the Township not allow for the company label to be on the carts since the Township will be the owner of the

Memorandum April 8, 2011 Page 13

carts at the expiration of the agreement. In contrast, SAIC would recommend that the Township’s logo be on the carts. Collection Vehicle Replacement. The RFP indicates that collection vehicles used for service to the Township must be no more than eight years old throughout the initial term of the agreement. In other words, in 2012, vehicles must be no older than 2004, in 2013, vehicles must be no older than 2005, etc. Waste Management proposed existing vehicles for all residential services, excluding recycling. In fact, Waste Management proposed two 2005 vehicles and one 2006 vehicle for solid waste service, two 2005 vehicles for yard waste service, and one to two 2005 vehicles for bulk waste service. The proposal is not clear whether these vehicles would be replaced during the course of the agreement to meet the requirements of the RFP. If the proposed pricing does not include replacement of these vehicles upon reaching nine years of age, then the pricing would likely increase. Exceptions to Indemnification and Administrative Charges. Waste Management proposes to limit the indemnification language contained in the RFP to that of the existing contract. In addition, Waste Management proposes to modify the procedures for assessing administrative charges to afford Waste Management an opportunity to investigate complaints and time to cure complaints prior to imposition of administrative charges. As to the exception to the indemnification language, SAIC recommends that Township attorney review the proposed exception to the indemnification provision for the proposed exception shall increase the liability of the Township.

Potential Points of Negotiation Cart appearance including car color, inclusion of IML for recycling cart, exclusion of company logo, and inclusion of Township’s logo. Details of the recycling rebate program. The proposal states that Waste Management is willing to negotiate a rebate program but do not provide any details as to potential rebate program structures.

Questions and Clarifications Describe the proposed replacement schedule for existing solid waste carts currently being used in the field. Will all carts be replaced at some point during the course of the agreement with the Township? Are the current green carts being used in the Township of a consistent manufacturer, color, and general appearance? In reference to CNG vehicles for recycling, the proposal states that “we will put the new CNG trucks in service as each truck arrives.” What vehicles will be used in the event that CNG infrastructure is not available in time for the service transition in the Township? Describe the replacement schedule for vehicles proposed to be used to provide service under the new agreement. Clarify whether vehicles proposed for service will comply with the requirement that vehicles not exceed eight years of age during the course of the agreement.

Memorandum April 8, 2011 Page 14

Indicate whether proposed routes consistent with current routes. If no, how many homes would experience a routing change? Clarify the exception to the rate adjustment formula. Describe the key reasons that the proposed residential service rates are lower than the current contract rates with the Township. Is the Solid Waste Cart Rate shown in Form 6.1 of the proposal in addition to the base rate or inclusive of the base rate? In other words, if The Township elected for Waste Management to provide the carts, would the monthly rate per household for refuse service be $5.94 or $5.69 plus $5.94? (Question sent to vendor on April 1, 2011.) Is the Recycling Cart/Bin Rate shown in Form 6.2 of the proposal in addition to the base rate or inclusive of the base rate? In other words, if The Township elected for Waste Management to provide the carts, would the monthly rate per household for recycling service be $2.41 or $2.04 plus $2.41? (Question sent to vendor on April 1, 2011.) In Form 6.3 of the RFP, the Township requested a monthly fee per household for bulk waste pickup. Waste Management provided a per-pickup fee. The Township would like to clarify whether WM takes exception to charging a monthly fee for bulk waste? If so, please indicate as such in writing to the Township. If not, please provide a revised price proposal for bulk waste on the attached form. (Question sent to vendor on April 1, 2011.)

73 Proposal Cost Summary

Residential Service Combination (User Select from Menu) Solid Waste 90 gal Recycling 90 gal, 1x per week No Plastic Yard Waste Bags Contractor Provide Carts? Yes

Service Waste Republic Waste Red WCA Management Services Connections River $ $ $ $ $ Residential Services 3,741,686 6,723,922 5,842,217 7,461,145 7,698,242

Multi-Family and Township Services 417,393 266,604 305,540 390,565 331,718

Drop-Off Center Services 101,475 84,920 148,700 134,882 129,979 Other Services $ $ $ $ $ Total Cost 4,260,554 7,075,446 6,296,457 7,986,592 8,159,938

Recycling Revenue

Public Education Revenue 42,606 70,754 62,965 64,000 81,599 $ $ $ $ $ Total Revenue 42,606 70,754 62,965 64,000 81,599

$ $ $ $ $ Annual Net Cost to Township 4,217,949 7,004,691 6,233,493 7,922,592 8,078,339 Rank 1 3 2 4 5 Percent Variance 0% 66% 48% 88% 92%

Attachment B - 1

74 Proposal Cost Summary

Residential Service Combination (User Select from Menu) Solid Waste 60 gal Recycling 90 gal, 1x per week No Plastic Yard Waste Bags Contractor Provide Carts? Yes

Service Waste Republic Waste Red WCA Management Services Connections River $ $ $ $ $ Residential Services 3,838,007 6,723,922 5,875,559 7,116,613 7,698,242

Multi-Family and Township Services 417,393 266,604 305,540 390,565 331,718

Drop-Off Center Services 101,475 84,920 148,700 134,882 129,979 Other Services $ $ $ $ $ Total Cost 4,356,875 7,075,446 6,329,799 7,642,061 8,159,938

Recycling Revenue

Public Education Revenue 43,569 70,754 63,298 64,000 81,599 $ $ $ $ $ Total Revenue 43,569 70,754 63,298 64,000 81,599

$ $ $ $ $ Annual Net Cost to Township 4,313,306 7,004,691 6,266,501 7,578,061 8,078,339 Rank 1 3 2 4 5 Percent Variance 0% 62% 45% 76% 87%

Attachment B-2

75 Proposal Cost Summary

Residential Service Combination (User Select from Menu) Solid Waste 90 gal Recycling 90 gal, 1x per week No Plastic Yard Waste Bags Contractor Provide Carts? No

Service Waste Republic Waste Red WCA Management Services Connections River $ $ $ $ $ Residential Services 3,511,999 5,612,530 5,179,087 6,775,787 6,779,491

Multi-Family and Township Services 417,393 266,604 305,540 390,565 331,718

Drop-Off Center Services 101,475 84,920 148,700 134,882 129,979 Other Services $ $ $ $ $ Total Cost 4,030,867 5,964,054 5,633,327 7,301,234 7,241,188

Recycling Revenue

Public Education Revenue 40,309 59,641 56,333 64,000 72,412 $ $ $ $ $ Total Revenue 40,309 59,641 56,333 64,000 72,412

$ $ $ $ $ Annual Net Cost to Township 3,990,558 5,904,413 5,576,993 7,237,234 7,168,776 Rank 1 3 2 5 4 Percent Variance 0% 48% 40% 81% 80%

Attachment B-3

76 Proposal Cost Summary

Residential Service Combination (User Select from Menu) Solid Waste 60 gal Recycling 90 gal, 1x per week No Plastic Yard Waste Bags Contractor Provide Carts? No

Service Waste Republic Waste Red WCA Management Services Connections River $ $ $ $ $ Residential Services 3,511,999 5,612,530 5,179,087 6,775,787 6,779,491

Multi-Family and Township Services 417,393 266,604 305,540 390,565 331,718

Drop-Off Center Services 101,475 84,920 148,700 134,882 129,979 Other Services $ $ $ $ $ Total Cost 4,030,867 5,964,054 5,633,327 7,301,234 7,241,188

Recycling Revenue

Public Education Revenue 40,309 59,641 56,333 64,000 72,412 $ $ $ $ $ Total Revenue 40,309 59,641 56,333 64,000 72,412

$ $ $ $ $ Annual Net Cost to Township 3,990,558 5,904,413 5,576,993 7,237,234 7,168,776 Rank 1 3 2 5 4 Percent Variance 0% 48% 40% 81% 80%

Attachment B-4

77 Proposal Cost Summary

Residential Service Combination (User Select from Menu) Solid Waste 90 gal Recycling 90 gal, EOW No Plastic Yard Waste Bags Contractor Provide Carts? Yes

Service Waste Republic Waste Red WCA Management Services Connections River $ $ $ $ $ Residential Services 3,493,476 6,368,276 5,453,230 7,001,770 7,698,242

Multi-Family and Township Services 417,393 266,604 305,540 390,565 331,718

Drop-Off Center Services 101,475 84,920 148,700 134,882 129,979 Other Services $ $ $ $ $ Total Cost 4,012,343 6,719,800 5,907,470 7,527,217 8,159,938

Recycling Revenue

Public Education Revenue 40,123 67,198 59,075 64,000 81,599 $ $ $ $ $ Total Revenue 40,123 67,198 59,075 64,000 81,599

$ $ $ $ $ Annual Net Cost to Township 3,972,220 6,652,602 5,848,395 7,463,217 8,078,339 Rank 1 3 2 4 5 Percent Variance 0% 67% 47% 88% 103%

Attachment B-5

Proposal Cost Summary

Residential Service Combination (User Select from Menu) Solid Waste 60 gal Recycling 90 gal, EOW No Plastic Yard Waste Bags Contractor Provide Carts? Yes

Service Waste Republic Waste Red WCA Management Services Connections River $ $ $ $ $ Residential Services 3,589,796 6,368,276 5,486,572 6,657,238 7,698,242

Multi-Family and Township Services 417,393 266,604 305,540 390,565 331,718

Drop-Off Center Services 101,475 84,920 148,700 134,882 129,979 Other Services $ $ $ $ $ Total Cost 4,108,664 6,719,800 5,940,812 7,182,685 8,159,938

Recycling Revenue

Public Education Revenue 41,087 67,198 59,408 64,000 81,599 $ $ $ $ $ Total Revenue 41,087 67,198 59,408 64,000 81,599

$ $ $ $ $ Annual Net Cost to Township 4,067,577 6,652,602 5,881,404 7,118,685 8,078,339 Rank 1 3 2 4 5 Percent Variance 0% 64% 45% 75% 99%

Attachment B-6

79 RFP DECISION MATRIX Waste Collection and Recycling Services April 1, 2011

NAME: Composit score RR Waste Solution Republic Services Waste Connections Waste Management WCA Waste Corp.

(1) (1) (1) (1) (1) Criteria Weight Rating Score Rating Score Rating Score Rating Score Rating Score I. Proposed Pricing - Forms 6 30% 0.59025 0.96375 1.00125 1.32225 0.71625 6.1 Residential SW Collection & Disposal 30% 2 0.60 3 0.90 3.75 1.13 4.75 1.43 1.75 0.53 6.2 Residential Recycling Collection & Processing 29% 1.5 0.44 3 0.87 3.5 1.02 4.75 1.38 2.25 0.65 6.3 Residential yard Waste Collection & Processing 20% 2.5 0.50 3.3 0.66 2.75 0.55 4.25 0.85 3.75 0.75 6.4 MF & TWT SW Collection & Disposal 5% 2 0.10 4 0.20 3.75 0.19 2.5 0.13 2.5 0.13 6.5 MF & TWT Recycling Collection & Processing 5% 2.25 0.11 3.25 0.16 4 0.20 3.75 0.19 1.25 0.06 6.6 Operations, Hauling & Processing for the Recycling Center 10% 2 0.20 4 0.40 2.25 0.23 4 0.40 2.5 0.25 6.7 Other Services 1% 2 0.02 2 0.02 3.5 0.04 4.25 0.04 2.25 0.02 100% 1.97 3.21 3.34 4.41 2.39

II. Proposed Approach 30% 0.7059 0.69525 1.0779 1.0599 0.9414 4.1 Transition Plan 10% 1.7 0.17 1.2 0.12 4 0.40 3.6 0.36 3 0.30 4.2 Collection Route Schedules & Maps 7% 1.9 0.13 2.4 0.17 3.8 0.27 3.8 0.27 3.8 0.27 4.3 Single Family Residental Containers 15% 2.2 0.33 2.4 0.36 3.6 0.54 2.8 0.42 2.6 0.39 4.4 MF Residental and Designated non-residential containers 7% 1.8 0.13 1.75 0.12 3 0.21 3.2 0.22 2.6 0.18 4.5 Collection Vehicles 10% 2.4 0.24 2.5 0.25 4 0.40 3.7 0.37 3.4 0.34 4.6 Disposal, Yard Waste Processing & Recycling Processing Facilities 5% 2.6 0.13 3.1 0.16 2.8 0.14 3.4 0.17 2.8 0.14 4.7 Recyclable Materials Accepted 15% 3 0.45 2.2 0.33 4 0.60 4 0.60 3.8 0.57 4.8 Revenue from Recyclable Materials 4% 1.4 0.06 1.8 0.07 4 0.16 3 0.12 3.8 0.15 4.9 Recycle Drop-off Center Operations 3% 2.6 0.08 2.2 0.07 3 0.09 3.6 0.11 2.4 0.07 4.10 MF & Designated Non - Residential Recycling Services 5% 1.2 0.06 2 0.10 3.2 0.16 3.8 0.19 2.6 0.13 4.11 Special Event Services 2% 1.6 0.03 1.8 0.04 3 0.06 3.4 0.07 2.8 0.06 4.12 Personnel 2% 1.4 0.03 2.4 0.05 3.6 0.07 3.6 0.07 3 0.06 4.13 Public Education - Form 6.8 5% 3.2 0.16 2.6 0.13 3.1 0.16 3.7 0.19 3 0.15 4.14 Customer Service 10% 3.6 0.36 3.6 0.36 3.4 0.34 3.8 0.38 3.3 0.33 100% 2.35 2.32 3.59 3.53 3.14

III. Experience & Qualifications 25% 0.51 0.75 0 0.81 0.93 0 0.71 5. Key Personnel 20% 2.2 0.44 3 0.60 3.4 0.68 3.4 0.68 3.4 0.68 Experience - Form 2 80% 2 1.60 3 2.40 3.2 2.56 3.8 3.04 2.7 2.16 100% 0 2.04 3.00 3.24 3.72 2.84

IV. Financial Capacity 15% 0.3 0.45 0.45 0.45 0.45 100% 2 2.00 3 3.00 3 3.00 3 3.00 3 3 2.00 3.00 3.00 3.00 3

Total 100% 2.11 2.86 3.34 3.76 2.82 80 (1) Score = Rating x Weight

RATINGS: RATINGS FOR PRICING: See Proposal Pricing Summary

1 No information 5 Lowest price - best bid 2 Acceptable 4 Second lowest price 3 Meets staff expectations 3 Third lowest price 4 Above staff expectations 2 Second highest price 5 Firm strength/advantage 1 highest price

RATINGS METHODOLOGY: I. Proposed Pricing scores shall be based on lowest price per unit cost proposed See RW Beck Pricing Summary III. Experience and Qualifications 5 or more references with similar size communities and services = 5; 3-4 references with similar size communities and services = 4; 1-2 references with similar size communities and services= 3; 3-5 references with smaller size communities = 2; 1-3 references with smaller size communities = 1

SUMMARY

Rank Company CM LA JKP Kelly Karen 1 Waste Management 3.76 3.87 3.44 4.14 3.49 3.74 2 Waste Connections 3.34 3.6 2.99 3.36 3.34 3.33 4 WCA Waste Corp. 2.82 2.21 2.42 2.47 2.68 2.52 3 Republic Services 2.86 2.84 2.94 2.52 3.12 2.86 5 RR Waste Solution 2.11 2.04 2.09 2.65 1.59 2.10

81 82

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: April 21, 2011

SUBJECT MATTER: Award of Bid for the Concession Stand Operations at Bear Branch Sportsfields

BUDGET IMPACT: Revenue to The Woodlands Township from this concession stand is anticipated to be $11,000 per year.

FACTS: Currently, there are concession operations at Bear Branch Park, Rob Fleming Aquatics Center and Northshore Park. The Bear Branch Sportfields concession contract expired on December 31, 2010 thus, staff developed a bid packet for this service. The bid outlines the responsibilities of the concessionaire which include but are not limited to: licenses, insurance, menu, prices, compliance with park rules, payment terms, rights reserved, etc. The bid package was sent to 15 local vendors, advertised in the Villager and on The Woodlands Township website. A non mandatory pre-bid meeting was held on April 1, 2011 with two (2) vendors and bids were due on April 8, 2011. The following bids were received:

Location Minimum Chick-Fil-A/with Wahoo’s/Kona Ice Kona Ice# Koldo Bid Kona Ice Gourmet Bear Branch $5,000 $3,500/6,000 $8,000 $2,500 $11,000 Sportfields

Two bids were submitted with conditions, which per the bid specifications may be cause for rejection. Item 14 in the bid packet states that the concessionaire shall not subcontract its work under the Agreement, in whole or in part. The bids from Chick-Fil-A and Wahoo’s are conditional, based on having Kona Ice as part of the team that would provide concession services. Chick Fil A also submitted a bid without Kona Ice, however, this is below the minimum bid amount. Finally, Kona Ice submitted a bid which is below the minimum bid amount and this entity does not provide food and beverages which was outlined in the bid specifications.

Koldo Gourmet is owned by Luis Contreras who graduated from the Culinary Institute of America and began the business 16 years ago. For the past 9 years, the business has been focused on the South Florida market; however, Mr. Contreras is planning to relocate to The Woodlands in the coming months. After review of references, menu/prices, vendor’s

83 conditions, and bidder’s, Koldo Gourmet is being recommended for a 29 and a half month concession contract starting on August 15, 2011 and ending December 31, 2013.

RECOMMENDED BOARD ACTION:

It is recommended to accept the bid from Koldo Gourmet in the amount of $11,000 per year to provide concessions services at Bear Branch Sportfields and authorize the President/General Manager to execute a Concession Agreement.

84 CONCESSION AGREEMENT KOLDO GOURMET CUISINE AND THE WOODLANDS TOWNSHIP BEAR BRANCH SPORTSFIELDS

THIS CONCESSION AGREEMENT (the “Agreement”) is entered into on May 15, 2011, by and between THE WOODLANDS TOWNSHIP (hereinafter referred to as the “The Township”) and Koldo Gourmet Cuisine (hereinafter referred to as “CONCESSIONAIRE”).

RECITALS

The Township has determined the need for a concessionaire to provide food and beverages for users of the Bear Branch Sportfields; and

The Concessionaire has demonstrated the ability to provide food and beverages for users of Bear Branch Sportfields in accordance with the terms specified herein

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter contained, the parties agree, for themselves, their successors and assigns, as follows:

TERMS AND CONDITIONS

1. SCOPE OF CONCESSION. CONCESSIONAIRE shall be permitted to operate the following: a. The Bear Branch Sportfields concession stand within and only within the identified areas and regulations identified in Attachment A. Said Concession Stand shall involve providing foods and beverages for sale that do not require a commercial kitchen to prepare as defined by the Montgomery County Health Code or have been prepared in a commercial kitchen and properly transported to the Bear Branch Sportfields.

2. CONSIDERATION. As consideration to be paid by CONCESSIONAIRE to The Township for the rendering of services pursuant to this Concession Agreement, CONCESSIONAIRE shall pay to The Township the following: a. Twenty percent (20%) of the yearly amount ($11,000) must be furnished upon execution of the Concession Contract. The remaining eighty percent (80%) of the yearly amount is due to The Township on the following schedule for the first year of the contract: i. 20% on or before October 15, 2011 ii. 20% on or before December 15, 2011 iii. 20% on or before February 15, 2012 iv. 20% on or before April 15, 2012 b. The next 12 months of the contract ($11,000) shall have its payments due on the following basis i. 20% on or before August 15, 2012 ii. 20% on or before October 15, 2012

85 iii. 20% on or before December 15, 2012 iv. 20% on or before February 15, 2013 v. 20% on or before April 15, 2013 c. The final four and a half months (August 15, 2013- December 31, 2013) of the contract shall be prorated to 37.5% of the yearly bid amount ($11,000) and is due on the following dates: i. 33.3% on or before August 15, 2013 ii. 33.3% on or before October 15, 2013 iii. 33.4% on or before December 15, 2013 d. For each calendar day payment is late, CONCESSIONAIRE agrees to pay $50 late fee to The Township

3. ACCOUNTING. On or before September 15, of each year of the term of this Agreement, CONCESSIONAIRE shall submit to The Township a sworn statement of gross sales and other income resulting from the operations of the previous operating season under this Agreement, or a profit and loss statement or other evidence, satisfactory to Finance Officials of The Township of the business transactions by CONCESSIONAIRE. The Township shall have the right to require CONCESSIONAIRE to maintain an accounting system, utilizing generally accepted accounting practices, to provide for an accurate accounting of all income and expenses, including but not limited to the submission of monthly revenue and expenditure reports.

4. TERM OF AGREEMENT & EFFECTIVE DATES. The term of this Agreement shall be August 15, 2011 through December 31, 2013 (the “Term”).

5. OPERATING EXPENSES. CONCESSIONAIRE shall bear all responsibility for all operational expenses, including but not limited to costs of insurance, licenses, and all other expenses in connection with use and operation of all concession facilities, unless otherwise identified in Attachment A.

6. LICENSING. CONCESSIONAIRE shall obtain all necessary and applicable business, professional, health, tax licenses, or other permits or approvals required by any governmental agency having jurisdiction therefore, at the CONCESSIONAIRE’S own expenses, and prior to commencement of business operations pursuant to this Agreement.

7. NON-ASSIGNABILITY/SUBLEASE. CONCESSIONAIRE shall not sublease or otherwise assign any rights or obligations assumed pursuant to entry into this Agreement.

8. RECORDS MAINTENANCE. CONCESSIONAIRE shall maintain a complete inventory of all personal property and equipment owned by CONCESSIONAIRE, which inventory shall be reviewed and approved by The Township.

9. FACILITIES MAINTENANCE. CONCESSIONAIRE shall maintain the premises and equipment to be occupied for CONCESSIONAIRE’S use as identified in Attachment A, i.e. standards of repair, orderliness, neatness, sanitation and safety acceptable to The

86 Township. Such maintenance shall include daily and continuous maintenance of the concession area, removal of trash and refuse from the premises.

10. CONDITIONS OF OPERATION. The CONCESSIONAIRE shall adhere to the conditions of operation outlined in Attachment A.

11. HOLD HARMLESS. CONCESSIONAIRE hereby agrees to and shall hold The Woodlands Township and its elected and appointed boards, officers, directors, agents and employees harmless from any liability for damage or claims for damage or personal injury, including death, as well as from claims for property damage which may arise from CONCESSIONAIRE’S or any subcontractor’s operations under this Agreement, whether such operations be by CONCESSIONAIRE or any subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for, CONCESSIONAIRE or any subcontractor. CONCESSIONAIRE agrees to and shall, defend The Township and their elected and appointed boards, officers, directors, agents and employees, from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows:

That The Township does not, and shall not, waive any rights against CONCESSIONAIRE which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by The Township or any payments or deposits with The Township by CONCESSIONAIRE, of any of the insurance policies hereinafter described herein; and that the aforesaid hold harmless agreement by CONCESSIONAIRE shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of CONCESSIONAIRE or any subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

12. INSURANCE. CONCESSIONAIRE shall not commence work under this Agreement until he shall have obtained all insurance required under this section and proof of such insurance shall have been approved by The Township as to form, amount and carrier.

Worker’s Compensation Insurance - Statutory Employers Liability - $100,000

Automobile Liability (Including Owned and Non-Owned autos) Bodily Injury - $250,000 each person - $500,000 each occurrence Property Damage - $100,000 each occurrence

Commercial General Liability Combined Single Limits for Bodily Injury and Property Damage:

Each occurrence for premises/operations:

87 Broad form CGL liability coverage $1,000,000 Products/ Operations aggregate $1,000,000 Advertising Injury $1,000,000 General Aggregate $2,000,000

Umbrella Liability $1,000,000 each occurrence $1,000,000 annual aggregate $ 25,000 self insured retention

Vendor’s coverage must be written on an Occurrence (not claims made) basis with companies acceptable to The Woodlands Township, must stipulate that no take-out endorsements are included on the General Liability policy, and each policy providing coverage hereunder shall contain provisions that no cancellation or material reduction in coverage in the policy shall become effective except upon thirty (30) days prior written notice thereof to The Woodlands Township shall be named as additional insured with respect to liability imposed upon it resulting from the performance of Work under this Agreement. There shall be no right of subrogation against The Woodlands Township and this waiver of subrogation shall be endorsed upon the policies. Prior to the commencement of performance of the Work, Vendor shall furnish certificates which shall identify The Woodlands Township to The Woodlands Township in duplicate, evidencing compliance with all requirements herein. The limits of such insurance shall in no way be construed as limiting Vendor’s obligation to completely defend, indemnify and hold harmless The Woodlands Township.

13. NON-DISCRIMINATION. CONCESSIONAIRE shall not discriminate against any employee or applicant for employment based upon residence, gender, race, religion, color, or national origin, in connection with the performance of work under this Agreement. The aforesaid provisions shall include, but not be limited to, the employment, upgrading, demotion, transfer, recommitment or recruitment, advertising, layoff or termination, rates of pay or other terms of compensation.

Further, CONCESSIONAIRE and his/her employees shall not discriminate against any patron or user of the concession facilities based upon residence, gender, race, religion, color or national origin by refusing to furnish services or accommodation under the control of CONCESSIONAIRE by virtue of this Agreement.

14. ADVERTISING. No advertising material, signs, billboards, etc. shall be distributed or displayed without the prior written approval of The Township.

15. CONCESSIONAIRE NOT DEEMED EMPLOYEE/AGENT OF THE TOWNSHIP. All compensation to be paid employees of CONCESSIONAIRE shall be the sole responsibility of CONCESSIONAIRE, and said employees shall not be deemed officers, directors, employees or agents of The Township.

16. TERMINATION OF AGREEMENT. The Township may terminate this Agreement in the event the CONCESSIONAIRE fails to operate the Concession Stand in accordance

88 with the terms and conditions stated herein. In the event of such failure by the CONCESSIONAIRE to perform, The Township shall provide written notice to CONCESSIONAIRE of specific deficiencies and shall provide the CONCESSIONAIRE five (5) calendar days from the date of such notification to correct deficiencies, and to demonstrate to the satisfaction of The Township that any correction will be ongoing. In the event the terms of this Agreement continue to be violated after the period within which corrections must be made, the agreement shall be terminated.

In the event the CONCESSIONAIRE is adjudged bankrupt, makes a general assignment for the benefit of the CONCESSIONAIRE’S creditors, or if a receiver is appointed in the event of the CONCESSIONAIRE’S insolvency, The Township may terminate this Agreement upon five (5) business days written notice to the CONCESSIONAIRE at its customary business address.

Termination by The Township shall not constitute an election of remedies and The Township shall have the right to pursue any and all legal remedies available at law or in equity.

17. COMPLIANCE WITH ALL APPLICABLE LAWS. In all operations under this Agreement, CONCESSIONAIRE shall comply with all applicable federal, state and local regulations, including but not limited to non-discrimination.

18. JURISDICTION. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Texas, Montgomery County. The parties agree that venue shall be in Montgomery County, Texas.

19. ENTIRE AGREEMENT/SUBSEQUENT MODIFICATION. This Agreement is intended to, and does, contain the entire agreement of the parties regarding the operation of the Concession Stand and is intended to, and does, supersede all previous written and oral agreements between the parties hereto.

This Agreement may not be modified orally and any modification must be entered into voluntarily by The Township and the CONCESSIONAIRE, under the same formalities as are required for the execution of this Agreement.

The Woodlands Township

By: ______Don Norrell, President/General Manager Date

Luis Contreras, Koldo Gourmet Cuisine

By: ______Concessionaire Date

Tax Id#______

Attachment A Conditions of Operation

1. The President/General Manager may exclude the Concessionaire from the contracted location for select special events. The Concessionaire may be excluded at additional times as specified. 2. Concessionaire shall not vend or offer glass containers 3. The Concessionaire shall obtain all necessary licenses and permits and pay all fees required to operate such Concession Stand and shall comply with all federal, state, and local laws and regulations applicable to such operation. 4. The Concessionaire shall not place any signage in the park, or adjacent right-of-way with the exception of signage located on the building which must be approved by the President/General Manager 5. Prices of items and/or services sold or offered shall be visibly posted. 6. The Township shall provide, or cause to be provided by others, the following utilities: electricity, sewer and water. 7. Concessionaire shall not sell or distribute alcoholic beverages under the privileges provided herein, 8. Concessionaire shall eliminate any unsafe condition or public hazard resulting from or associated with Concessionaire’s activities without delay as directed by the President/General Manager of The Township or his/her designee. 9. Concessionaire shall be responsible for removing all such litter and shall be responsible for removing all refuse and waste generated by Concessionaire’s operation in the Concession Stand. All such litter, refuse, and waste shall be removed from the area for proper disposal at Concessionaire’s expense. The Township shall charge for the costs ($25 per staff hour) of special cleanup necessary should the Concessionaire fail to reasonably perform. 10. Pre-packaged candy, chips and soft drinks must be sold in single portion units. 11. Notwithstanding the conditions of operation included herein, the Concessionaire shall abide by all park policies, rules and regulations. 12. Concessionaire shall provide refuse containers suitable for placement of litter generated by customers or other persons in the vicinity of the concession stand. The refuse container shall be in good condition with no noticeable defects. The type and style of container may be subject to approval by The Woodlands Township. The Concessionaire at the Concessionaire’s expense shall remove its refuse from park 13. Concessionaire shall be responsible for cost of repair or replacement for any damage to park property from Concessionaire’s activities. 14. Concessionaire is permitted to operate the concession stand located at Bear Branch Sportfields. Concessionaire is permitted to operate a wood/charcoal grill directly outside of the stand; however this grill should not interfere with pedestrian traffic to/from the fields and restrooms. 15. The following equipment will be provided to the Concessionaire and be available to Concessionaire for use: 49 cubic feet refrigerator, 49 cubic feet freezer, humidified holding cabinet, 600lb ice maker and shelving. All other equipment shall be provided by the Concessionaire.

90 16. Improvements to the Stand for the Concessionaire’s benefit shall not be made without President/General Manager’s approval and shall be made at the Concessionaire’s expense. Such improvements shall meet Township specifications and shall be in compliance with all federal, state, and local laws and regulations. Such improvements, unless designated temporary, shall become property of The Woodlands Township. 17. The Concession Stand must be clean, inside and out, painted and in good working condition. 18. Concessionaire shall have exclusive rights to food and beverage sales at Bear Branch Sportfields with the exception of functions produced by The Woodlands Land Development Company and The Woodlands Township. 19. The Concessionaire will provide to the President/General Manager from time to time a list of times that the Concessionaire will operate at this concession stand. These hours must be visibly posted.

91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Amendment to Township Order 020-09 - Pool Fees

BUDGET IMPACT: An additional $57,580 in pool fee revenue is anticipated to be derived in 2011 from proposed increases to certain categories of pool fees.

FACTS/HISTORY: The Board approved revisions to the 2011 pool schedule and fees on January 20, 2011. However, procedurally, a public hearing must be convened to amend Order No. 020-09 for Park User Fees. This action is required to properly adopt new swimming pool fees. The pool fee schedule as presented and approved in January is attached along with Order No. 020-09 with amendments.

RECOMMENDED BOARD ACTION: Amend Order No. 020-09 regarding swimming pool fees as presented.

107

ATTACHMENT Pool Fee Schedule

108

ORDER NO. 011-11

ORDER AMENDING ORDER NO. 020-09 TO ADJUST CERTAIN FEES AND CHARGES

WHEREAS, the Board of Directors (the “Board”) of The Woodlands Township (the "Township”) has heretofore adopted Order No. 020-09 establishing rules and regulations governing the use of Parks, Recreation and Open Space Areas (the "Prior Order"); and

WHEREAS, the Board now deems it necessary and appropriate to amend the Prior Order to revise and adjust certain fees and charges; and

WHEREAS, a public hearing has been duly and timely conducted on such proposed adjustments pursuant to applicable law; NOW THEREFORE,

BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE WOODLANDS TOWNSHIP OF MONTGOMERY COUNTY, TEXAS THAT:

Section 1. SECTION 2., Paragraph 3. POOL FEES of the Prior Order is amended to read as follows:

"3. POOL FEES

3.1 Resident Season Pass 3 years old to 64 years old $40 per person, up to four immediate family members; $15 for each additional member 3.2 Resident Season Pass 0 to 2 years old $8 3.3 Resident Season Pass 65 years old and over $15 3.4 Guest Pass - Punch Card (6 visits) $30 3.5 Daily Pass $ 6 per person 3.6 Daily Pass Rob Fleming Aquatic Center 48 inches and taller $10; under 48 inches tall $8 3.7 Non Resident Punch Card Rob Fleming Aquatic Center ( 6 visits ) $55 3.8 Group Daily Pass $4 per person 3.9 Group Daily Pass Rob Fleming Aquatic Center $7 per person 3.10 Non-Resident Season Pass 0 to 2 years old $30 3.11 Non Resident Season Pass 3 years and over $120 3.12 Swim Team Member Season Pass $15 3.13 Pool Rental 3.13.1 Residents $250 for 2 hours, maximum 150 people; $1 per person over 150 3.13.2 Non Resident $450 for 2 hours, maximum 150 persons. $1 per person over 150 3.13.3 Resident Cranebrook Pool or Forestgate Pool $350 for two hours, maximum 150 persons, $1 per person over 150

109 3.13.4 Nonresident Cranebrook Pool or Forestgate Pool $500 for two hours, maximum 150 person, $1 per person over 150 3.13.5 Resident Rob Fleming Aquatic Center $750 for two hours, maximum 150 people, $1 per person over 150 3.13.6 Nonresident Rob Fleming Aquatic Center $950 for two hours, maximum 150 people, $1 per person over 150"

Section 2. Except as amended hereby, all of the terms, provisions and conditions of the Prior Order shall continue in full force and effect.

Section 3. It is further found, determined and declared that notice of hearing concerning the adoption of the foregoing rules and notice of this meeting of the Board of Directors have been published, given and posted as required by law, and that this meeting has been open to the public, as required by law.

Section 4. This Order shall be and remain in full force and effect from and after January 26, 2011.

PASSED and APPROVED this ______of ______, 2011.

______Chairman, Board of Directors ATTEST:

______Secretary, Board of Directors

(SEAL)

110

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Receive, consider and act upon award of bids for 9012 New Trails

SUPPORTING MATERIALS FOR THIS AGENDA ITEM WILL BE PRESENTED AT THE MAY 25 BOARD OF DIRECTORS MEETING

111

112

THE WOODLANDS TOWNSHIP The Woodlands, TX

EXECUTIVE SUMMARY

MEETING DATE: May 19, 2011

SUBJECT MATTER: Receive, consider and act upon an agreement with The Woodlands Land Development Company for lease of Lake Woodlands

THIS ITEM WILL BE DISCUSSED DURING EXECUTIVE SESSION AT THE TOWNSHIP BOARD MEETING

113

114