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HomeMy WebLinkAboutAgenda_GTAB_04.13.2018Notice of Meeting for the Georgetown Transportation Adv isory Board and the Gov erning Body of the City of Georgetown April 13, 2018 at 10:00 AM at 300-1 Industrial Av enue, Georgetown, TX 78626 The City o f G eo rgeto wn is committed to comp lianc e with the Americans with Dis abilities Ac t (ADA). If yo u req uire as s is tanc e in participating at a p ublic meeting d ue to a disability, as d efined und er the ADA, reas onab le as s is tance, ad ap tatio ns , or acc o mmo d ations will b e provid ed up o n req uest. P leas e c o ntact the City Sec retary's Office, at leas t three (3) days prior to the sc hed uled meeting d ate, at (512) 930-3652 o r City Hall at 113 Eas t 8th Street fo r add itional info rmation; TTY us ers ro ute through Relay Texas at 711. Regular Session (This Regular S es s io n may, at any time, b e rec es s ed to convene an Exec utive S es s io n fo r any p urpose authorized b y the Op en Meetings Act, Texas Go vernment Co d e 551.) A Call to Ord er B Introduction of New Board Memb ers and Vis itors C Review Bo ard /Meeting P ro cedures - Bo ard Liais o n D Ind ustry/C AMP O/TxDOT/Trans it Updates E Airp o rt Monthly Update F Ap ril 2018 GTAB Updates - Wesley Wright, P.E., Sys tems Engineering Direc tor/Michael Hallmark, C IP Manager. Legislativ e Regular Agenda G No minations and elec tion of Vice-Chair of the GTAB Board. – John Marler – C hair Person for GTAB H No minations and elec tion of Sec retary of the GTAB Bo ard . – Jo hn Marler, GTAB Chair Person I Review and p o s s ib le ac tion related to the Day and Time o f GTAB Board Meetings – John Marler, GTAB Chair Pers o n J Co nsideration and possible actio n to approve the Minutes fro m the Feb ruary 09, 2018 Meeting, the Marc h 09, 2018 Meeting, and the Marc h 14, 2018 Meeting. -- Laura Wilkins - Board Liais on K Co nsideration and possible recommendatio n to award a c o ntract to Joe Bland Cons tructio n, LP out of Austin, TX fo r the c o nstruc tion of the Shell Road at Verd e Vis ta left turn lane improvement projec t in the amount of $187,826.00– Wes ley Wright, P.E., S ys tems Engineering Direc tor/Michael Hallmark, C IP Manager. L Co nsideration and possible recommendatio n to acc ep t receipt of a letter, from the F ed eral Aviatio n Ad ministratio n (FAA), regarding Geo rgetown Airp o rt o p erations . -- Rus s Volk, C.M., Airport Manager and Octavio A. Garza, P.E., C.P.M., P ublic Works Director. M Co nsideration and possible recommendatio n fo r approval of an As s ignment o f an airport Land Leas e from John D. Sommerfeld to Hangar 201-C Partnership . – Russ Volk, C .M., Airp o rt Manager and Oc tavio A. Garza, P.E., C.P.M, Pub lic Works Directo r. N Co nsideration and possible recommendatio n fo r approval of an As s ignment o f an airport Land Lease Page 1 of 187 from Marvin Cres s man to Wood Aviation, Inc . – Rus s Vo lk, C.M., Airport Manager and Octavio A. Garza, P.E., C.P.M, Pub lic Wo rks Direc to r. O Co nsideration and possible recommendatio n fo r approval of an As s ignment o f an airport Land Lease from RA General S ervic es to Wood Aviatio n, Inc. – Rus s Vo lk, C.M., Airport Manager and Octavio A. Garza, P.E., C.P.M, Pub lic Wo rks Direc to r. P Pres entatio n and d is cus s io n o f the Solid Was te Master P lan Projec t -- O c tavio Garza, Pub lic Wo rks Directo r. (No Action Required) Q Transfer S tatio n Evaluatio n Projec t -- Oc tavio Garza, Pub lic Wo rks Direc to r. (No Action Required) CERTIFICATE OF POSTING I, Shelley No wling, C ity S ecretary fo r the C ity of Geo rgeto wn, Texas , d o hereby c ertify that this Notice of Meeting was p o s ted at City Hall, 113 E. 8th Street, a p lace read ily acc es s ible to the general p ublic at all times , on the ______ d ay o f __________________, 2018, at __________, and remained so p o s ted fo r at leas t 72 c o ntinuo us ho urs p receding the sc heduled time o f s aid meeting. ____________________________________ S helley No wling, City Sec retary Page 2 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Call to Ord er ITEM SUMMARY: FINANCIAL IMPACT: NONE SUBMITTED BY: Laura Wilkins - Board Liaison Page 3 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Review Bo ard/Meeting Proc ed ures - Bo ard Liais on ITEM SUMMARY: The fo llo wing doc uments will b e provid ed , at the meeting, for your referenc e: Bylaws Code of Ord inance - Attend anc e Po lic y Roster Bo ard Memb er Tid b its & Don't Forgets Review: Attendanc e Polic y Quorum Requirements Sign in S heet Parking Attorney General Trainings - http s ://www.texas atto rneygeneral.go v/og/open-government-training 1. Open Meeting Ac t 2. P ublic Meetings Ac t FINANCIAL IMPACT: N/A SUBMITTED BY: Page 4 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Indus try/CAMPO/T xDOT /Transit Up d ates ITEM SUMMARY: FINANCIAL IMPACT: NONE SUBMITTED BY: Laura Wilkins - Board Liaison Page 5 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Airport Monthly Up d ate ITEM SUMMARY: Airport Reports: · Airport Master P lan Report · Op erations Rep o rt · Fuel S ales Rep o rt · Hangar / Tie-Do wn Leas e Report · FY 2018 Ac complishments and Projec ts · Avgas F uel Pric e Co mp aris on · Jet A F uel Pric e Co mp aris on · Airport Monthly Financ ial Report - Financ ial F Y18 Update/Airport FINANCIAL IMPACT: N/A SUBMITTED BY: Rus s Vo lk, C.M., Airport Manager ATTACHMENTS: Description Type Mas ter Plan Report Backup Material Operations Report Backup Material Fuel Sales Report Backup Material Hangar/Tie-Down Report Backup Material FY 2018 Goals and Accomplis hments Backup Material Avgas Price Comparis on Backup Material Jet A Price Comparis on Backup Material Airport Monthly Budget Projection Report Backup Material Airport Detailed Financial Report Backup Material Airport Operations Financial Update Backup Material Page 6 of 187 Airport Improvements Project No. 16MPGRGTN Apr 2018 Project Description FY2016 project: Airport Master Plan Update Purpose Update to 2005 Airport Master Plan Project Estimate $213,290 Project Engineer Coffman Associates Jan 28 – Transportation Commission approval of $200K Grant Feb 19 – Solicitation for Consultant Qualifications Mar 29 – Consultant Qualification Submissions due TxDOT Aviation Apr – Committee to Review Consultant Qualifications • John Pettitt • Donna Courtney • Mike Babin • Jordon Maddox • Russ Volk Page 7 of 187 May 9 – Selection Committee scheduled to meet to tabulate scoring of consultants Jun/Jul 2016 – TxDOT in negotiations with consultant over scope of work and fees Sep/Oct/Nov – Selection of Members for Master Plan Steering Committee Dec 6, 2016 – Kickoff Meeting with Steering Committee and Consultant Feb 2, 2017 – 2nd Meeting with Planning Advisory Committee and Consultant as well as Public Open House Mar, 2017 – Documents available for public comments Apr, 2017 – Documents available for public comments May, 2017 – Documents available for public comments Jun 6, 2017 – 3rd Meeting with Planning Advisory Committee and Consultant from 2 – 4 PM followed by a Public Open House from 5:30 to 7 PM. Jul, 2017 – Documents available for public comments Aug, 2017 – Documents available for public comments Sep, 2017 – Documents available for public comments Oct, 2017 – Documents available for public comments Nov 16, 2017 – Planning Advisory Committee mtg from 2 – 4 PM @ Library Public Information Workshop from 5:30 to 7 PM @ GCAT Approximately 60 folks in attendance Jan 2018 – Consideration of plan placed on hold by FAA to allow time for their review Feb 2018 – Under review by FAA Mar 2018 – Under review by FAA Apr 2018 – Under review by FAA Page 8 of 187 Georgetown Municipal Airport Contract Tower Program Update Operations for Month of Feb 2018 Operating Statistics Performance/volumetric indicators For the Month of: Feb Feb 2017 FY-T-D Feb 2018 FY-T-D Variance Take Offs and Landings 2017 2018 IFR 720 700 3,659 3,881 222 6% VFR 7,417 5,206 35,234 34,596 <638> <2>% Total Take Offs/Landings 8,137 5,906 38,893 38,477 <416> <1>% *This does not include flyover operations (i.e. handoffs from ABIA approach/departure control to KGTU tower then onto the next ATC. Page 9 of 187 Georgetown Municipal Airport Fuel Sales Update For Month of Feb 2018 Operating Statistics Performance/volumetric indicators Gallons For the Month of: Feb Feb 2017 FY-T-D Feb 2018 FY-T-D Variance Type of Fuel 2017 2018 AVGAS 26,093 15,578 122,080 117,346 <4,734> <4>% JET A 45,702 27,964 239,039 185,775 <53,264> <22%> Total Gallons Sold 71,795 43,542 361,119 303,121 <57,998> <16%> Page 10 of 187 Airport Hangar / Tie-Down Lease Update Apr 2018 Project Description Hangar / Tie-Down Lease Agreements Purpose Occupancy Rates Unit Stats Total Hangars – 135 • 100 Percent Occupied Total Storage Units – 11 • 4 Occupied • 7 Vacant Total Tie-Downs – 38 Monthly, 11 for Overnight/Transient Parking • 100 Percent Occupied Page 11 of 187 GTU Airport In-Work Projects Replace bottom door seals on Hangars H, I, and J. 45 of 63 complete Develop Airport Preventative Maintenance Program. Replace sky lights on CTA Hangar. Replace sky lights on Genesis Hangar. Planned Projects Obtaining Pesticide Application License to allow for airport staff to spray state regulated chemicals. Replace broken fence along Lakeway Drive. Install new fence around Above Ground Fuel Storage Tanks. Replace corroded siding on CTA Hangar. Replace with electrical switches with timer switches in Hangar H. Install cable guides on Hangar H. Upgrade to bi-fold doors drive motors on Hangars BB. Page 12 of 187 Accomplishments FY 2018 Upgraded electrical service at Hangar B Replaced furniture for Airport Business Coordinator Installed new lights and outlets in Hangar B Upgraded several security features on Control Tower Installed new sewer service at 304 Terminal Drive Added electrical service at Food Truck vendor area Accomplished concrete repairs on Terminal Apron Completed asphalt paving of new Taxiway A Installed additional security lighting around Control Tower Installed new swing gate at fuel system truck drive entrance Repainted taxiway markings after completion of asphalt pavement maintenance Upgraded 12 existing taxiway signs to LED fixtures Accomplished annual Based Airplane Inventory Completed construction of new parking lot for Tower/Terminal Cleaned out storage rooms on the 1st and 4th floor on Control Tower FAA conducted Safety Inspection of Control Tower Installed new parking lot signs at Terminal and Tower parking lots Installed new security signage on door of Control Tower Completed installation of new storm drain pipe on south end of airport Repainting parking lot spaces at Terminal and Tower Replaced 12 skylights on Genesis Hangar Roof Page 13 of 187 Installed new swing gates at Fuel Storage truck exit drive Accomplished clearing underbrush and cleanup on north end of airport Replaced 24 skylights on Central Texas Avionics Hangar Roof Replaced two public use old wooden benches at Terminal Replaced public use old wooden picnic table at Terminal park area Installed new signage on Tower T-hangars Installed new signage on D-1 hangar Installed two additional decorative fence panels north of fuel tank storage area Replaced outside terminal light control timer with photocell Upgraded terminal recess can lights to LED Upgraded external terminal lights to LED Clearing underbrush in tree area by Airport Detention Pond Replaced additional 12 skylights on Genesis Hangar Roof Page 14 of 187 4/2/2018 AirNav: Fuel prices near Georgetown, TX 78628 http://airnav.com/fuel/local.html 1/3 1556 users online 100LL Avgas prices within 50 miles of Georgetown, TX 78628 Airport / FBO 100LL $3.60—$7.10 average $4.59 KGTU 2 ENE Georgetown Municipal Airport Georgetown, TX, USA FS $5.25 $5.15 GUARANTEED City of Georgetown Terminal SS $3.70 26-Mar update AeroJet Center FS $5.25 GUARANTEED T74 15 ESE Taylor Municipal Airport Taylor, TX, USA Taylor Municipal Airport Avfuel SS $3.75 27-Mar update KRYW 17 SW Lago Vista TX - Rusty Allen Airport Lago Vista, TX, USA Lago Vista Airport independent SS $3.92 27-Mar update KEDC 18 SSE Austin Executive Airport Austin, TX, USA SS $4.50 FS $5.80 27-Mar update 3R9 24 SW Lakeway Airpark Lakeway, TX, USA Lakeway Airpark SS $3.89 19-Mar update 88R 24 WSW Spicewood Airport Spicewood, TX, USA Spicewood Pilots SS $3.89 19-Mar Airports Navaids Airspace Fixes Aviation Fuel Hotels iPhone App My AirNav Page 15 of 187 4/2/2018 AirNav: Fuel prices near Georgetown, TX 78628 http://airnav.com/fuel/local.html 2/3 Association, Inc update KILE 25 N Skylark Field Airport Killeen, TX, USA Flight Line Services Avfuel SS $3.87 27-Mar update KBMQ 28 W Burnet Municipal Airport-Kate Craddock Field Burnet, TX, USA Faulkner's Air Shop Avfuel FS $3.98 12-Mar update KAUS 28 S Austin-Bergstrom International Airport Austin, TX, USA FS $6.70 GUARANTEED FS $7.10 01-Apr update KTPL 33 NNE Draughon-Miller Central Texas Regional Airport Temple, TX, USA General Aviation Terminal SS $3.78 FS $4.16 GUARANTEED KDZB 35 WSW Horseshoe Bay Resort Airport Horseshoe Bay, TX, USA Horseshoe Bay Resort Jet Center FS $6.24 19-Mar update KLZZ 37 NW Lampasas Airport Lampasas, TX, USA City of Lampasas (FBO) SS $3.60 GUARANTEED KRCK 37 E H H Coffield Regional Airport Rockdale, TX, USA City of Rockdale AS $4.29 28-Mar update T35 40 ENE Cameron Municipal Airpark Cameron, TX, USA City of Cameron SS $3.69 GUARANTEED KGOP 46 N Gatesville Municipal Airport Gatesville, TX, USA City of Gatesville independent SS $4.05 02-Apr update San Marcos Regional Airport Austin, TX, USA Page 16 of 187 4/2/2018 AirNav: Fuel prices near Georgetown, TX 78628 http://airnav.com/fuel/local.html 3/3 KHYI 47 S SS $4.30 FS $5.45 29-Mar update FS $5.49 $5.39 GUARANTEED 84R 47 SE Smithville Crawford Municipal Airport Smithville, TX, USA Fayette Aero LLC Avfuel SS $4.45 27-Mar update KGYB 48 SE Giddings-Lee County Airport Giddings, TX, USA Sills Aviation Services LLC independent SS $4.35 19-Mar update 50R 49 S Lockhart Municipal Airport Lockhart, TX, USA Martin & Martin Aviation Avfuel SS $4.50 27-Mar update KAQO 50 W Llano Municipal Airport Llano, TX, USA City of Llano Avfuel SS $3.85 19-Mar update Copyright © AirNav, LLC. All rights reserved.Privacy Policy Contact Page 17 of 187 4/2/2018 AirNav: Fuel prices near Georgetown, TX 78628 http://airnav.com/fuel/local.html 1/2 1567 users online Jet A prices within 50 miles of Georgetown, TX 78628 Airport / FBO Jet A $3.00—$7.20 average $4.54 KGTU 2 ENE Georgetown Municipal Airport Georgetown, TX, USA FS $4.79 $4.69 GUARANTEED AeroJet Center FS $4.79 GUARANTEED T74 15 ESE Taylor Municipal Airport Taylor, TX, USA Taylor Municipal Airport Avfuel SS $3.00 27-Mar update KEDC 18 SSE Austin Executive Airport Austin, TX, USA FS $5.80 27-Mar update KILE 25 N Skylark Field Airport Killeen, TX, USA Flight Line Services Avfuel SS $3.50 FS $3.75 27-Mar update KBMQ 28 W Burnet Municipal Airport-Kate Craddock Field Burnet, TX, USA Faulkner's Air Shop Avfuel FS $3.77 12-Mar update KAUS 28 S Austin-Bergstrom International Airport Austin, TX, USA FS $7.199 GUARANTEED 01-Apr Airports Navaids Airspace Fixes Aviation Fuel Hotels iPhone App My AirNav Page 18 of 187 4/2/2018 AirNav: Fuel prices near Georgetown, TX 78628 http://airnav.com/fuel/local.html 2/2 FS $6.90 update KTPL 33 NNE Draughon-Miller Central Texas Regional Airport Temple, TX, USA General Aviation Terminal SS $4.25 FS $4.63 GUARANTEED KDZB 35 WSW Horseshoe Bay Resort Airport Horseshoe Bay, TX, USA Horseshoe Bay Resort Jet Center FS $5.49 19-Mar update T35 40 ENE Cameron Municipal Airpark Cameron, TX, USA City of Cameron SS $3.31 GUARANTEED KHYI 47 S San Marcos Regional Airport Austin, TX, USA FS $4.54 29-Mar update FS $4.48 $4.38 GUARANTEED KGYB 48 SE Giddings-Lee County Airport Giddings, TX, USA Sills Aviation Services LLC independent SS $3.50 19-Mar update KAQO 50 W Llano Municipal Airport Llano, TX, USA City of Llano Avfuel FS $3.45 19-Mar update Copyright © AirNav, LLC. All rights reserved.Privacy Policy Contact Page 19 of 187 APPROVED BUDGET CURRENT PERIOD YEAR TO DATE (W/ENCUMB) YEAR-END PROJECTION BEGINNING FUND BALANCE 436,734 436,734 Operating Revenue Fuel and Terminal Sales 2,794,919 224,755 1,202,166 2,794,919 Interest and Other 65,600 2,313 26,860 77,470 Leases and Rentals 882,484 71,857 431,916 882,484 Operating Revenue Total 3,743,003 298,924 1,660,941 3,754,873 Operating Expenditures Debt Service 125,850 - 19,250 125,850 Operations-Fuel 2,300,000 150,181 2,200,287 2,300,000 Operations-Non Fuel 663,754 34,452 305,850 666,848 Personnel 375,920 25,958 174,688 378,194 Transfers Out 53,500 - 53,500 53,500 Operating Expenditures Total 3,519,024 210,591 2,753,576 3,524,392 TOTAL NET OPERATIONS 223,979 88,333 (1,092,634) 230,481 Non-Operating Revenue Bond Proceeds 150,000 150,000 Grants 35,000 - 7,578 35,000 Non-Operating Revenue Total 185,000 - 7,578 185,000 Non-Operating Expenditures - Airport Ramp 15,000 - - 15,000 Edge Lighting 150,000 - - 150,000 Hangar Upgrades 33,000 4,638 9,477 33,144 Pavement Upgrades 40,000 - - 40,000 Runway Rehab 16,500 - - 16,500 Wildfire Management 25,500 - - 25,500 Non-Operating Expenditure Total 280,000 4,638 9,477 280,144 EXCESS (DEFICIENCY) OF TOTAL REVENUE OVER TOTAL REQUIREMENTS 128,979 83,694 (1,094,533) 135,337 ENDING FUND BALANCE 565,713 572,071 RESERVES Contingency 213,158 213,158 Reserves Total 213,158 213,158 AVAILABLE FUND BALANCE 352,555 358,913 Airport Operations Fund Year End Projection to Approved as of March 2018 Page 20 of 187 Page 21 of 187 Page 22 of 187 Page 23 of 187 Page 24 of 187 Page 25 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: April 2018 GTAB Up d ates - Wes ley Wright, P.E., S ystems Engineering Direc tor/Michael Hallmark, CIP Manager. ITEM SUMMARY: April 2018 GTAB Updates Airport Road Bid sc hedule: Ad vertis e: Marc h 18th & Marc h 25th/ Prebid – Tuesday, April 3rd ; 10 am/ Ad d endum c ut o ff – Thurs day, April 5th 5:00 pm/ Addend um Is s ued – Friday, April 6th./ Bid Op ening – Tuesday April 10th 2:00 p m/LOR & Bid Tab b y Tues d ay evening/ GTEC – April 18th Austin Avenue Bridges Project - N & S San Gabriel Rivers: 106 Cons ultatio n p ro ces s is c lo s ing, Next proc es s is Texas His toric al c o mmis s ion and TxDOT evaluation o f alternatives . Und er TxDOT enviro nmental review. Flood Study: Study ongoing. P reliminary flood s tud y res ults are c o mp lete. Mitigation effo rts are c urrent s ummer 2017. Final report d ue end o f 2017. Draft has b een s ent to the Texas Water Development Bo ard (TWDB) for review. Pro jec ts will b e c o nsidered and d is cus s ed as part of the up coming bud get proc es s . FM 971 - Realignment at Austin Avenue: Engineer’s plans s ub mitted to City for the 60% des ign, rec eived the fully exec uted AFA 10-20-17 p lans s ubmitted to TxDOT fo r review. TxDOT loc al req ues ted review fro m distric t o ffice 3-23-18 yet to s ched ule. Sc heduled engineering completio n early 2018 FM 1460: Cons tructio n is o n-go ing; ad ministered by T xDOT. Utility relo catio n comp lete. Exp ected c o mp letion late 2018. Northwest Blvd Engineering und erway: 90% p lans s ubmitted for review, rec eived the fully exec uted AFA 10-20-17. Engineering c ompletio n s ched uled 5-18, Environmental Clearanc e 5-18 Ready to Let 7-18 with letting p ro p o s ed for Oc tober 18. Rivery Blvd Extension Page 26 of 187 Demolitio n of exis ting s truc tures within the ROW to b egin 4-2-18. Letting Sc hed ule: Ad vertis e: April 1 st & Ap ril 8th / Prebid – Thursday, April 12 th ; 10 am/ Ad d endum c ut o ff – Thurs day, April 19th 5:00 p m/ Ad d endum Is s ued – F rid ay, Ap ril 20th./ Bid Op ening – Thursday April 26th 2:00 p m/ LOR/Bid Tab by F rid ay Ap ril 27th/ GTAB – May 11th Rivery Blvd TIA improvements Bid Opening held o n 1-23-2018, M&S Engineering has is s ued Letter o f Rec o mmendatio n. GTAB ap p ro ved o n 2-21-18, Counc il approved on 2-27-18. P re-Con is s et fo r 3-20-18. NT P issued for 3-20-18. Sto rm Tro o pers have lead time o f 6-8 weeks , S ignal poles have a 10-12 week lead time. Aaron Co nc rete will s tart submitting s ubmittals. Southwest Bypass (RM 2243 to IH 35) Phase 1: Clearing comp lete, bridge c o lumns being cons truc ted, fill Complete between the frontage road and the Rail, also Wes t of RR . Drainage imp ro vements underway, s p read footing exc avatio n s tarted 11-21-17. Wo rk s tarted o n retaining walls and abutment Eas t o f GTRR. Beam s et to be s c hed uled May to June. Southwest Bypass (RM 2243 to IH 35) Phase 2: County let p reliminary cons tructio n p ro ject fo r phas e 2 whic h inc ludes the c ons tructio n o f ramps into and o ut of the Quarry, c o mp lete. S urveying and s taking o f phas e 2 ongoing. Southwest Bypass (Leander Rd. to Wolf Ranch Parkway Extension)/Wolf Ranch Parkway Extension (SW Bypass to DB Wood Rd.) Cons tructio n is ap p ro ximately 95% c o mp lete projec t wide. S o uth San Gab riel bridge is complete. Sec o nd b rid ge s o uth of the Gabriel d eck pour c o mplete. Final c o urse o f asphalt to be ins talled on the entire projec t this month weather p ermitting. Transportation Services Operations CIP Maintenance 2017 Curb and Gutter Rep lacement Projec t – KPA Letter of Rec o mmendation for Cho ice Builders has b een received. GTAB approved on 1/12/18. C ity C o uncil ap p ro ved o n 1/23/2018. Contrac tor has 90% of 24th and Highland d rive completed . Wo rk will begin o n E. 19th the week of Marc h 25th. Currently working with Steger and Bizzell on tas k order fo r the fo llo wing: Drainage s tudy at 18th and Hutto is c omplete. C o ns truc tion for 20th and College, WPAP is approved . Bid op ening held 1/10/2018. GTAB approved on 2/9/2018, Co uncil approved on 2/27/18. Pre-Cons truc tio n meeting is sc heduled for 3/30/18. Des ign for 2nd and Ro ck Street d etention pond up grade. Working o n WPAP modific ation for TC EQ. S erenada d rainage design is c omplete. Bid Opening held 1/10/2018. GTAB approved on 2/9/2018, Co uncil ap p ro ved o n 2/27/18. Contrac t is being exec uted b y contrac tor. 2017 CDBG Scenic Drive Sidewalk Page 27 of 187 Contrac t Award ed to P atin Co nstruc tion. NT P is s ued for 2/1/2018. Crews have begun to set forms. Crews have poured s id ewalk near 8th and Sc enic near the bus sto p . Old Town “Northeast” Sidewalk TO award ed b y Counc il on 7/25/17. Design is in p ro gress, further surveying to b e done to determine eas ement needs . Met with the County and will deliver preliminary d rawings to rewo rk 6th and 7th inters ectio n. FINANCIAL IMPACT: N/A SUBMITTED BY: Wes ley Wright, P.E., S ystems Engineering Direc to r/Mic hael Hallmark, CIP Manager. ATTACHMENTS: Description Type April 2018 GTAB Updates Exhibit Page 28 of 187 April 2018 GTAB Updates Cover Sheet Airport Road Bid schedule: Advertise: March 18th & March 25th/ Prebid – Tuesday, April 3rd ; 10 am/ Addendum cut off – Thursday, April 5th 5:00 pm/ Addendum Issued – Friday, April 6th./ Bid Opening – Tuesday April 10th 2:00 pm/LOR & Bid Tab by Tuesday evening/ GTEC – April 18th Austin Avenue Bridges Project - N & S San Gabriel Rivers: 106 Consultation process is closing, Next process is Texas Historical commission and TxDOT evaluation of alternatives. Under TxDOT environmental review. Flood Study: Study ongoing. Preliminary flood study results are complete. Mitigation efforts are current summer 2017. Final report due end of 2017. Draft has been sent to the Texas Water Development Board (TWDB) for review. Projects will be considered and discussed as part of the upcoming budget process. FM 971 - Realignment at Austin Avenue: Engineer’s plans submitted to City for the 60% design, received the fully executed AFA 10-20-17 plans submitted to TxDOT for review. TxDOT local requested review from district office 3-23-18 yet to schedule. Scheduled engineering completion early 2018 FM 1460: Construction is on-going; administered by TxDOT. Utility relocation complete. Expected completion late 2018. Northwest Blvd Engineering underway: 90% plans submitted for review, received the fully executed AFA 10-20-17. Engineering completion scheduled 5-18, Environmental Clearance 5-18 Ready to Let 7-18 with letting proposed for October 18. Rivery Blvd Extension Demolition of existing structures within the ROW to begin 4-2-18. Letting Schedule: Advertise: April 1st & April 8th / Prebid – Thursday, April 12th ; 10 am/ Addendum cut off – Thursday, April 19th 5:00 pm/ Addendum Issued – Friday, April 20th./ Bid Opening – Thursday April 26th 2:00 pm/ LOR/Bid Tab by Friday April 27th/ GTAB – May 11th Rivery Blvd TIA improvements Bid Opening held on 1-23-2018, M&S Engineering has issued Letter of Recommendation. GTAB approved on 2- 21-18, Council approved on 2-27-18. Pre-Con is set for 3-20-18. NTP issued for 3-20-18. Storm Troopers have lead time of 6-8 weeks, Signal poles have a 10-12 week lead time. Aaron Concrete will start submitting submittals. Southwest Bypass (RM 2243 to IH 35) Phase 1: Clearing complete, bridge columns being constructed, fill Complete between the frontage road and the Rail, also West of RR. Drainage improvements underway, spread footing excavation started 11-21-17. Work started on retaining walls and abutment East of GTRR. Beam set to be scheduled May to June. Southwest Bypass (RM 2243 to IH 35) Phase 2: County let preliminary construction project for phase 2 which includes the construction of ramps into and out of the Quarry, complete. Surveying and staking of phase 2 ongoing. Page 29 of 187 Southwest Bypass (Leander Rd. to Wolf Ranch Parkway Extension)/Wolf Ranch Parkway Extension (SW Bypass to DB Wood Rd.) Construction is approximately 95% complete project wide. South San Gabriel bridge is complete. Second bridge south of the Gabriel deck pour complete. Final course of asphalt to be installed on the entire project this month weather permitting. Transportation Services Operations CIP Maintenance 2017 Curb and Gutter Replacement Project – KPA Letter of Recommendation for Choice Builders has been received. GTAB approved on 1/12/18. City Council approved on 1/23/2018. Contractor has 90% of 24th and Highland drive completed. Work will begin on E. 19th the week of March 25th. Currently working with Steger and Bizzell on task order for the following: o Drainage study at 18th and Hutto is complete. o Construction for 20th and College, WPAP is approved. Bid opening held 1/10/2018. GTAB approved on 2/9/2018, Council approved on 2/27/18. Pre-Construction meeting is scheduled for 3/30/18. o Design for 2nd and Rock Street detention pond upgrade. Working on WPAP modification for TCEQ. o Serenada drainage design is complete. Bid Opening held 1/10/2018. GTAB approved on 2/9/2018, Council approved on 2/27/18. Contract is being executed by contractor. 2017 CDBG Scenic Drive Sidewalk Contract Awarded to Patin Construction. NTP issued for 2/1/2018. Crews have begun to set forms. Crews have poured sidewalk near 8th and Scenic near the bus stop. Old Town “Northeast” Sidewalk TO awarded by Council on 7/25/17. Design is in progress, further surveying to be done to determine easement needs. Met with the County and will deliver preliminary drawings to rework 6th and 7th intersection. Page 30 of 187 Airport Road (Lakeway Blvd. to Aviation Dr.) April 2018 Project Description Expand Airport Road to 5 lanes (2 northbound, 2 southbound, & center turn lane). Purpose This project will relieve congestion on Airport Road, facilitate economic growth in the area, and improve the flow of traffic at the Lakeway intersection Project Manager Joel Weaver and Wesley Wright, P.E. Engineer KPA Engineers Element Status / Issues Design Complete Environmental/ Archeological Complete Rights of Way Procurement underway, offers made on all properties. 2 closed, 3 parcels preparing to close March 2018 acquisition (title clearing). Tentative closing March 2018. Total Parcels: 5 Acquired: 2 Closing Pending: 3 Condemnation: 0 Utility Relocations Conflicts exist, but appear to be minimal. Construction Bid schedule: Advertise: March 18th & March 25th/ Prebid – Tuesday, April 3rd ; 10 am/ Addendum cut off – Thursday, April 5th 5:00 pm/ Addendum Issued – Friday, April 6th./ Bid Opening – Tuesday April 10th 2:00 pm/LOR & Bid Tab by Tuesday evening/ GTEC – April 18th Other Issues All ROW will be expanded to the east as a result of Airport/Federal complications. Page 31 of 187 Austin Avenue Bridges Project (North and South San Gabriel Bridges) Project No. TBD TIP Project No. N/A April 2018 Unchanged Project Description Develop 30% plans for improvements along Austin Ave. between 3rd Street and Morrow Street. The project involves several phases and requires participation and support from various stakeholders and interested citizens, community businesses, professional consultants, State and regional transportation partners City Staff and Council. Schedule Phase Activity Completion 1 Public involvement and alternative analyses, evaluating alternatives for feasibility and costs, etc. Early 2017 2 Develop geometric layouts and preliminary construction estimates for primary alternatives Early 2017 3 Review of primary alternative by Council TBD 4 Develop schematic and 30% plans TBD Proj. Mgrs Ed Polasek, AICP Engineer Aguirre & Fields, LP Element Status/Issues Public Involvement 3rd Public Meeting held 5/11, 4-7pm at the GTAC - 510 W. 9th St., Georgetown, TX 78626. Design 8 alternatives with 4 derivatives, working to narrow to 3-5 prudent and feasible options. Surveying Complete. Environmental Team completing Historic Resources Survey Report, 106 Consultation process closes on March 16th 2018, Texas Historical Commission process ends in Mid- March. TxDOT and Texas Historical Commission must concur on selected alternatives to be presented to City Council. Under TxDOT environmental review. Rights of Way TBD Utility Relocations TBD Construction Estimates for 8 alternatives provided as part of public meeting #3. Page 32 of 187 Flood Study April 2018 Project Description Updated Flood Study for all the City’s major drainage basis – Pecan Branch, Mankins Branch, Smith Branch, Berry Creek, and all three forks of the San Gabriel River – being completed in partnership with the Texas Water Development Board through a 50% matching grant. Purpose To identify the current and future developed 100 year floodplain (1% change storm event) and to recommend possible flood mitigation measures. Project Managers Wesley Wright, P.E., Systems Engineering Director Engineer Doucet & Associates (formerly Chan & Partners) Element Status / Issues Design Study ongoing. Preliminary flood study results are complete. Mitigation efforts are current summer 2017. Final report due end of 2017. Draft has been sent to the Texas Water Development Board (TWDB) for review. Projects will be considered and discussed as part of the upcoming budget process. Environmental/ Archeological N/A Rights of Way N/A Utility Relocations N/A Construction N/A Other Issues N/A Page 33 of 187 FM 971 at Austin Avenue Realignment Intersection Improvements Project No. 1BZ TIP No. AG April 2018 Project Description Design and preparation of final plans, specifications and estimates (PS&E) for the widening and realignment of FM 971 at Austin Avenue, eastward to Gann Street. Purpose To provide a new alignment consistent with the alignment of the proposed Northwest Boulevard Bridge over IH 35; to allow a feasible, alternate route from the west side of I 35 to Austin Avenue, to Georgetown High School, to San Gabriel Park and a more direct route to SH 130. Project Managers Joel Weaver Engineer Klotz Associates, Inc. Element Status / Issues Design Engineer’s plans submitted to City for the 60% design, received the fully executed AFA 10-20-17 plans submitted to TxDOT for review. TxDOT local requested review from district office 3-23-18 yet to schedule. Scheduled engineering completion early 2018 Environmental/ Archeological TBD Rights of Way Pursuing two remaining parcels on NE end of project. Utility Relocations TBD Construction Estimated late fiscal year 18-19 Other Issues AFA with TxDOT complete. Page 34 of 187 FM 1460 Quail Valley Drive to University Drive Project No. 5RB TIP No. BO & CD April 2018 Unchanged Project Description Design and preparation of plans, specifications and estimates (PS&E) for the widening and reconstruction of FM 1460. Project will include review and update to existing Schematic, Right-of-Way Map and Environmental Document and completion of the PS&E for the remaining existing roadway. Purpose To keep the currently approved environmental documents active; purchase ROW, effect utility relocations/clearance and to provide on-the-shelf PS&E for TxDOT letting not later than August 2013, pending available construction funding. Project Managers TxDOT Engineer Brown and Gay Engineers, Inc. Element Status / Issues Design Complete Environmental/ Archeological Complete Rights of Way Complete Utility Relocations Complete Construction Construction is on-going; administered by TxDOT. Expected completion by the end of 2018. Other Issues Engineer and Staff continue to monitor change orders to construction contract. Page 35 of 187 Northwest Boulevard (Fontana Drive to Austin Avenue) Project No. 5QX TIP No. AF April 2018 Project Description Construction of overpass and surface roads to connect Northwest Boulevard with Austin Avenue and FM 971. Purpose This project will relieve congestion at the Austin Avenue/Williams Drive intersection and provide a more direct access from the west side of IH 35 corridor to Georgetown High School and SH 130 via FM 971. Project Manager Joel Weaver and Wesley Wright, P.E. Engineer Klotz Associates Element Status / Issues Design Engineering underway: 90% plans submitted for review, received the fully executed AFA 10-20-17. Engineering completion scheduled 5-18, Environmental Clearance 5- 18 Ready to Let 7-18 with letting proposed for October 18. Environmental/ Archeological Concurrent with preliminary engineering and schematic design. Rights of Way ROW Documents are being finalized. Preliminary outreach to landowners has been made and appraisal process is underway. 9 parcels needed, 0 acquired to date, tentative bid late 2018. Utility Relocations TBD Construction Tentatively scheduled to begin mid-FY 2019. Other Issues Page 36 of 187 Rivery Boulevard Extension (Williams Drive to Northwest Boulevard @ Fontana Drive) Project No. 5RM TIP No. AD April 2018 Project Description Develop the Rights-of-Way Map, acquire ROW, address potential environmental issues and complete construction plans specifications and estimate (PS&E) for the extension of Rivery Boulevard from Williams Drive to Northwest Boulevard at Fontana Drive in anticipation of future funding availability. Purpose To provide a route between Williams Drive and Northwest Boulevard serving the Gateway area, providing an alternate route from Williams Drive to the future Northwest Boulevard Bridge over IH 35, to provide a route between the hotels in the Gateway area and the proposed Conference Center near Rivery Boulevard and Wolf Ranch Parkway. Project Manager Travis Baird, Joel Weaver, and Wesley Wright, P.E. Engineer Kasberg Patrick and Associates Element Status / Issues Design Plans at 100%. WPAP approved. Demolition of existing structures within the ROW to begin 4-2-18. Environmental/ Archeology Complete Rights of Way Offers have been made on 22 parcels, and 20 have closed. Environmental assessment complete on 11 parcels in preparation for demolition. Condemnation proceedings have been requested on 2 parcels. Aggressive efforts continue to close all outstanding parcels in FY 2017. Total Parcels: 22 Appraised: 22 Offers: 22 Acquired: 20 Closing pending: 0 Condemnation: 2 Utility Relocations TBD Construction Letting Schedule: Advertise: April 1st & April 8th / Prebid – Thursday, April 12th ; 10 am/ Addendum cut off – Thursday, April 19th 5:00 pm/ Addendum Issued – Friday, April 20th./ Bid Opening – Thursday April 26th 2:00 pm/ LOR/Bid Tab by Friday April 27th/ GTAB – May 11th Page 37 of 187 Other Issues TBD Page 38 of 187 Rivery Boulevard (TIA Improvements) Project No. 5RP TIP No. None April 2018 Project Description Develop the Plans, Specifications and Estimate for roadway improvements necessitated by the development for the Summit at Rivery. Purpose To provide improved traffic flow into the Summit at Rivery hotel and conference center from Rivery Boulevard. Project Manager Joel Weaver, Chris Pousson and Wesley Wright, P.E. Engineer M&S Engineering, LLC Element Status / Issues Design Engineering 100% complete. Slight modification is being made to length of added lane to fit with existing features. Modifications are also being made to Williams Dr turn lane to eliminate the need for ROW at this location. TCEQ written WPAP approval is complete for Hintz, Williams and Wolf Ranch Pkwy turn lanes. Environmental/ Archeology TBD Rights of Way All easements acquired. Total Parcels: 2 Appraised: 0 Offers: 0 Acquired: 2 Closing pending: 0 Condemnation: 0 Utility Relocations TBD Bid Phase Bid Opening held on 1-23-2018, M&S Engineering has issued Letter of Recommendation. GTAB approved on 2-21-18, Council approved on 2-27-18. Pre-Con is set for 3-20-18. Construction NTP issued for 3-20-18. Storm Troopers have lead time of 6-8 weeks, Signal poles have a 10-12 week lead time. Aaron Concrete will start submitting submittals. Other Issues TBD Page 39 of 187 Southwest Bypass Project (RM 2243 to IH 35) Project No. 1CA Project No. BK April 2018 Project Description Develop PS&E for Southwest Bypass from Leander Road (RM 2243) to IH 35 in the ultimate configuration for construction of approximately 1.5 miles of interim 2-lane roadway from Leander Road (RM 2243) to its intersection with the existing Inner Loop underpass at IH 35. Purpose To extend an interim portion of the SH 29 Bypass, filling in between Leander Road (RM 2243) to IH 35 Southbound Frontage Road. Project Manager Williamson County City Contact: Ed Polasek, AICP Engineer HDR, Inc. Element Status / Issues Williamson County Project Status (from WilCo’s status report) Southwest Bypass Driveways – The GEC has received the pay estimate from the Contractor and will prepare the balancing Change Order. (Southwest Bypass (RM 2243 to IH 35) Phase 1 – WPAP for phase 1 approved. On site tasks: Phase 1 Clearing complete, bridge columns being constructed, fill Complete between the frontage road and the Rail, also West of RR. Drainage improvements underway, spread footing excavation started 11-21-17. Work started on retaining walls and abutment East of GTRR. Beam set to be scheduled May to June. Southwest Bypass (RM 2243 to IH 35) Phase 2 – County let preliminary construction project for phase 2 which includes the construction of ramps into and out of the Quarry, complete. Surveying and staking of phase 2 ongoing. Rights of Way Complete for the parcels east of the Texas Crushed Stone properties. Other Issues City and WilCo coordinating the design and funding details of the Project. Page 40 of 187 Southwest Bypass (Leander Rd. to Wolf Ranch Parkway Extension) Wolf Ranch Parkway Extension (SW Bypass to DB Wood Rd.) Project No. 1DI OTP Project No. AD & AZ1 April 2018 Project Description Construction of Southwest Bypass from Leander Road (RM 2243) to Wolf Ranch Parkway Extension and Wolf Ranch Parkway Extension from Southwest Bypass to DB Wood Road. Remaining Project Schedule Notice to Proceed Issued Completion of Construction Late-Spring 2018 Purpose To complete a connection from Leander Road (RM 2243) to University Ave. (SH 29) Project Manager Joel Weaver (Construction) Engineer HDR, Inc. Element Status / Issues Design Complete Surveying Complete Environmental Complete Rights of Way ROW/PUA acquired. Utility Relocations Complete or part of Construction Construction Construction is approximately 95% complete project wide. South San Gabriel bridge is complete. Second bridge south of the Gabriel deck pour complete. Final course of asphalt to be installed on the entire project this month weather permitting. Other Issues Page 41 of 187 Transportation Services Operations CIP Maintenance April 2018 Project Description 2017 CIP Maintenance of roadways including, Chip seal, Cutler Overlays, Fog seal applications, Curb and gutter and Engineering design of future rehabilitation projects. Purpose To provide protection and maintain an overall pavement condition index of 85%. Project Manager Mark Miller Engineer/Engineers KPA, LP Task Status / Issues Pavement Maintenance study and review Part one of presentation 4/14/17. CIP Streets engineering KPA working on Curb and gutter design, Cutler, limited in-house chip seals and point repairs. CIP Drainage engineering Currently working with Steger and Bizzell on task order for the following Drainage study at 18th and Hutto is complete. Construction for 20th and College, WPAP is approved. Bid opening held 1/10/2018. GTAB approved on 2/9/2018, Council to consider 2/27/18. Pre- construction meeting is scheduled for 3/30/18 Design for 2nd and Rock Street detention pond upgrade. Working on WPAP modification for DOD and Design. Serenada drainage design is complete. Bid Opening held 1/10/2018. GTAB approved on 2/9/2018, Council approved on 2/27/18. Contract is being executed by contractor. Curb and Gutter 2017 Curb and Gutter Replacement Project – KPA Letter of Recommendation for Choice Builders has been received. GTAB approved on 1/12/18. City Council approved on 1/23/2018. 24th and Highland streets are about 90% complete. Contractor will begin on E. 19th streets week of March 25th. Page 42 of 187 2017 CDBG Scenic Drive Sidewalk (6th to 10th and 6th from Scenic to MLK) Project No. 9AY TIP No. None April 2018 Project Description Design and preparation of final plans, specifications and estimates (PS&E) and construction administration for sidewalk improvements along Scenic Dr. from 10th St. to 6th st. This includes sidewalk along 6th from Scenic to MLK Purpose To provide ADA/TDLR compliant sidewalks and increase mobility along Scenic and 6th St. Project Managers Michael Hallmark, Chris Pousson Engineer KPA Element Status / Issues Design 100% Complete. Environmental/ Archeological N/A Rights of Way 2 sidewalk easements have been obtained Utility Relocations Relocate 1 secondary power pole is complete. 1 fire hydrant relocation is completed. Bid Phase Bids have been received. KPA LOR received for Patin Construction. GTAB approved on 11/10/17. Approved by Council on 11/28/17 Construction Contract Awarded to Patin Construction. NTP issued for 2/1/2018. Crews have begun to set forms. Crews have poured sidewalk near 8th and Scenic near the bus stop. Other Issues Page 43 of 187 Citywide Sidewalk Improvements Project Old Town Northeast Sidewalks Project No. 1EF TIP No. None April 2018 Project Description The proposed project consists of the rehabilitation and installation of pedestrian facilities along several streets in northeast “Old Town”. Various methods of rehabilitating existing non-compliant sidewalks will be considered. This project requires coordination with TCEQ and TDLR and all proposed pedestrian elements will be ADA compliant with the Texas Accessibility Standards (TAS). Purpose To provide ADA/TDLR compliant sidewalks and ramps identified in the 2015 Sidewalk Master Plan. Project Managers Nat Waggoner, AICP, PMP®, Chris Pousson Engineer Steger Bizzell Element Status / Issues Design TO awarded by Council on 7/25/17. Design is in progress, further surveying to be done to determine easement needs. Met with the County and will deliver preliminary drawings to rework 6th and 7th intersection. Environmental/ Archeological TBD Rights of Way TBD Utility Relocations TBD Construction Other Issues Page 44 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Nominations and electio n o f Vic e-Chair of the GTAB Bo ard . – Jo hn Marler – Chair P ers o n fo r GTAB ITEM SUMMARY: Per the Bylaws of the Georgetown Trans portation Advis o ry Bo ard ; “Section 3.1 – Officers. T he Bo ard Offic ers are C hairman, Vice-Chairman and Sec retary. The Chair is ap p o inted by the C ity Co uncil d uring the annual ap p o intment proc es s . The other Bo ard Offic ers are elected by a majority vote of the Members at its firs t meeting after the annual appointment p ro cess.” The Chair of the Bo ard , Mr. Jo hn Marler, will take the no minatio ns fro m the floor, fo r positio n o f Vic e- Chair. FINANCIAL IMPACT: N/A SUBMITTED BY: Page 45 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Nominations and electio n o f S ecretary o f the GTAB Board. – John Marler, GTAB Chair P ers o n ITEM SUMMARY: Per the Bylaws of the Georgetown Trans p ortation Advis o ry Bo ard ; “Section 3.1 – Officers. T he Bo ard Offic ers are C hairman, Vice-Chairman and Sec retary. The Chair is ap p o inted by the C ity Co uncil d uring the annual ap p o intment proc es s . The other Bo ard Offic ers are elected by a majority vote of the Members at its firs t meeting after the annual appointment p ro cess.” The Chair of the Bo ard , Mr. Jo hn Marler, will take the no minatio ns fro m the floor, fo r positio n o f Sec retary. FINANCIAL IMPACT: N/A SUBMITTED BY: Page 46 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Review and pos s ible actio n related to the Day and Time of GTAB Bo ard Meetings – Jo hn Marler, GTAB Chair Pers o n ITEM SUMMARY: Per the GTAB Bylaws Section 4.1 Time & Date of Regular Meeting. The Board s hall meet o nc e a mo nth o n the s ame week o f the mo nth, the s ame d ay o f the week, at the same time, and at the same p lace. The regular date, time, and p lace o f the Bo ard meeting will b e dec id ed by the Members at the first meeting, o f the Bo ard after the annual appointment proc es s . Currently, the GTAB Bo ard meets on the s ec o nd Friday of each month at 10:00 a.m. T he o nly exceptio n is the December meeting whic h will b e held on the Thurs day prior to the sec ond F rid ay o f the mo nth. FINANCIAL IMPACT: N/A SUBMITTED BY: ATTACHMENTS: Description Type GTAB Meeting Schedule 18-19 Backup Material Page 47 of 187 GEORGETOWN TRANSPORTATION ADVISORY BOARD (GTAB) Meeting Schedule March 2018 – February 2019 All Regular Meetings will be held on the second FRIDAY of every month at 10:00 a.m. at the Georgetown Municipal Complex, located at 300-1 Industrial Avenue Please contact Emily Koontz at 512-930-7320 if you have questions regarding meeting dates or times. MARCH 9, 2018 APRIL 13, 2018 MAY 11, 2018 JUNE 8, 2018 JULY 13, 2018 AUGUST 10, 2018 SEPTEMBER 14, 2018 OCTOBER 12, 2018 NOVEMBER 9, 2018 DECEMBER 13, 2018 (Thursday) Citywide Employee Appreciation Lunch on Friday, Dec. 14 JANUARY 11, 2019 FEBRUARY 8, 2019 Page 48 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Cons id eration and p o s s ib le ac tion to approve the Minutes from the Feb ruary 09, 2018 Meeting, the Marc h 09, 2018 Meeting, and the March 14, 2018 Meeting. -- Laura Wilkins - Board Liais o n ITEM SUMMARY: FINANCIAL IMPACT: NONE SUBMITTED BY: Laura Wilkins - Board Liaison ATTACHMENTS: Description Type GTAB Minutes FEB 2018 Backup Material GTAB Minutes MAR 09 2018 Backup Material GTAB Minutes MAR 14 2018 Backup Material Page 49 of 187 Minutes of the Meeting of the Georgetown Transportation Advisory Board and the Governing Body of the City of Georgetown, Texas February 09, 2018 The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participation at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least four (4) days prior to the scheduled meeting date, at (512)930-3652 or City Hall at 113 East 8th Street for additional information: TTY users route through Relay Texas at 711. Board Members Present: Steve Johnston – Chair, Ron Bindas – Vice Chair, Donna Courtney – Secretary, John Hesser, Sheila Mills, John Marler, Troy Hellman Board Members Absent: Mark Allen, Doug Noble Staff Present: Mike Babin, Wes Wright, Russ Volk, Octavio Garza, Paul Diaz, Travis Baird, Laura Wilkins, Emily Koontz Others Present: Carl Norris, John Milford, Wendy Dew, Dennis Hegebarth, Don Smith, Richard Gottleib, Alyson DeMaio, Chris Graf - (Airport Concerned Citizens), Josh Crawford – Garver, Jacob Green – Garver, Christophe Wood, Brad Lamb – GTU Jet, Trae Sutton – KPA Engineering Regular Session A. Call to Order: Meeting called to order by Mr. Johnston at 10:00am Georgetown Transportation Advisory Board may, at any time, recess the Regular Session to Convene an Executive Session at the request of the Chair, a Board Member, The City Manager, Assistant City Manager, General Manager of Utilities, City Council Member, or legal counsel for any purpose authorized by the Open Meetings Act, Texas Government Code Chapter 551, and are subject to action in the Regular Session that follows. B. Introduction of Visitors: All visitors and staff were introduced. Citizens Wishing to Address the Board: The following people with the Airport Concerned Citizens (ACC) signed up to speak to the Board on Item C: Hugh C. Norris Jr. C. Airport Update –Russ Volk gave update. Construction project wrapping up. Contractor down to about six punch line items – expected completion next 30 to 60 days. Airport master plan is still on hold by order of FAA Headquaters. Johnston asked what the delay was. Volk explained the delay – FAA needs to verify operations numbers for the 2015 and 2016 years before moving forward. Operations, fuel sales, and hangar tie-down reports in the packet. Volk gave brief explanation of inclement weather problems – overcast and freezing temperatures – these weather problems caused decrease in takeoffs, landings, and fuel sales in last four to five weeks. Volk talked about the impact of increasing oil prices per barrel – climbed in the neighborhood of 25 to 30 cents per gallon in the last 60 days. Fuel prices linked to weekly index from the industry. Airport budget comparison and detailed monthly financial reports are in packets. Still running in the black and on track for the year. No Action. Page 50 of 187 Hugh C. Norris Jr. spoke on this item for 6 minutes – John Milford donated his 3 minutes to him. D. Industry/CAMPO/TxDOT/Transit Updates: Ed Polasek out due to illness. Octavio Garza gave update. No industry updates. Update CAMPO/TxDOT on mobility 35 - state highway 35 and 29 overpass – we are making sure the structure that is built is sufficient for traffic volumes. Transit updates in relation to GoGEO agreement on ridership – ridership is below what projected, but it is a new program on a fixed route so that is to be expected and will be picking up. Working with Southwestern University to create a card to help increase ridership. Garza explains promotional brochures that are two dollar coupons for riding the bus to encourage increased ridership. These vouchers were handed out to the board members. Courtney asked if there have been any questions about the website – specifically about ease of use and clarity of information. Garza responds that he is working with CapMetro to make the website more user friendly. Hesser requests financial numbers for the GoGeo project in addition to ridership numbers. No Action. E. January 2018 GTAB Updates: Wright gave updates. All updates included in the agenda packet. Questions – Bindas asked about sidewalk studies underway specifically in Sun City. Wright responded that there are no specific studies being done currently, but referenced a comprehensive sidewalk ADA study done a few years ago and that we are currently working on fixing deficiencies outlined in that study. Bindas talked about safety concerns about intersections (change of atmosphere) requesting more changes. Garza commented on an incident that occurred at an intersection in Sun City and informed board that we hired an engineer to look at how to make the crosswalk safer in house through the Public Works department. Hesser asked and Wright responded affirmatively that Sun City would be included in that study. Hesser asked that copies of the study be sent to the board. Wright responded that it would be emailed to the board. No Action. Legislative Regular Agenda F. Consideration and possible approval of the Minutes from the January12, 2018 meeting – Laura Wilkins – Board Liaison. Changed the name of the secretary. MOTION by Hellman, second by Marler to approve the minutes with a change to the name of the secretary to correctly show the secretary as Donna Courtney. APPROVED 7-0-2 (Noble and Allen – absent) G. Consideration and possible recommendation to award a contract to Stateside Right of Way Services, for real property acquisition and relocation services on the Northwest Boulevard Bridge Project in the amount of $78,850.00 – Travis Baird, Real Estate Services Coordinator Mills asked if there was state and federal funding on the project or if it was all city of Georgetown. Baird responded that it was all city of Georgetown. Troy Hellman recused himself. MOTION by Marler, second by Mills to recommend award of a contract to Stateside Right of Way Services for real property acquisition and relocation services on Page 51 of 187 the Northwest Boulevard Bridge Project in the amount of $78,850.00. APPROVED 6-0-2- 1(recused) (Noble and Allen - absent, Hellman – recused) H. Consideration and recommendation on Task Order KPA-18-006 to Kasberg, Patrick, & Associates of Georgetown, Texas in the amount of $553,015.00 for professional services related to the 2018 Street Maintenance and Curb & Gutter projects -- Wesley Wright, P.E., Systems Engineering Director. Wright gave updated map handouts. Explained map and upcoming projects. Hesser asks about project materials used before in Sun City and Wright responds that we are using a new product which is a pavement seal and we do not expect same problems from before – has abrasive matter that is smooth, but not slick. MOTION by Hellman, second by Marler to recommend approval of Task Order KPA-18-006 to Kasberg, Patrick, & Associates of Georgetown, Texas in the amount of $553,015.00 for professional services related to the 2018 Street Maintenance and Curb & Gutter projects. APPROVED 7-0-2 (Noble and Allen – absent) I. Consideration and possible recommendation to award a contract to C3 Environmental Specialties, LP, of Schertz, Texas for the construction of the Serenada Drainage Improvements in the amount of $115,808.50. – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager. Wright talked about gutters that need repairs and are contracting out because of previous engagements by city crews. C3 has done this work previously. Courtney asked about timeframe and Wright responded that we will start about March or early April and will be about a 90 day project. Hellmann asked if all residents affected are within the city limits. Wright responded that they are all within the Georgetown city limits. Mills asked about homeowner notification. Wright responded that they will knock on doors and talk to homeowners individually. MOTION by Mills, second by Hesser to recommend award of a contract to C3 Environmental Specialties, LP, of Schertz, Texas for the construction of the Serenada Drainage Improvements in the amount of $115,808.50.. APPROVED 7-0-2 (Noble and Allen – absent) J. Consideration and possible recommendation to award a contract to M.A. Smith Contracting of Austin, Texas for the Old Town Drainage Improvements project, in the amount of $215,116.00 – Wesley Wright, P.E., Systems Engineering Director/Michael Hallmark, CIP Manager. Wright talked about two CIP – 20th/College near railroad to created positive drainage – Church St. between 19th and 20th, pick up unorganized drainage. We have permission from the railroad. About 120 day job. MOTION by Courtney, second by Mills to recommend award of a contract to M.A. Smith Contracting of Austin, Texas for the Old Town Drainage Improvements project, in the amount of $215,116.00. APPROVED 7-0-2 (Noble and Allen – absent) K. Consideration and possible recommendation for approval of Air Traffic Control Tower Operations Agreement between FAA and Georgetown Municipal Airport. – Russ Volk, C.M., Airport Manager and Octavio A. Garza, P.E., C.P.M, Public Works Director. Volk thanked Johnston for his service. Recent FAA Inspection went very well. FAA provides staffing from 7am to 10pm. Just needs an updated approval. Has been approved by the city attorney’s office. Hesser asked if there has been any significant Page 52 of 187 changes in the contract. Volk responded that there are no significant contract changes. MOTION by Marler, second by Hellman to recommend approval of Air Traffic Control Tower Operations Agreement between FAA and Georgetown Municipal Airport. APPROVED 7-0-2. (Noble and Allen – absent) L. Consideration and possible recommendation for approval of landlords consent to Sub- lease Agreement between GAABT Aviation, Inc. DBA GTU Jet and A.C.S. Avionics, LLC – Russ Volk, C.M., Airport Manager and Octavio A. Garza, P.E, C.P.M., Public Works Director. Volk talks about available hangars for renting out, GAABT approached by another airport (ACS) to rent a hangar for relocation to Georgetown. Requires city consent to sublease the hangar and office space inside because the city is the landlord. Hesser asked about financial impact to city. Volk stated there is none. Johnston asked about increase traffic at airport. Volk said there would be a slight increase of airplanes coming to be repaired. MOTION by Marler, second by Hesser to recommend approval of landlords consent to Sub-lease Agreement between GAABT Aviation, Inc. DBA GTU Jet and A.C.S. Avionics, LLC. APPROVED 7-0-2 (Noble and Allen – absent) Page 53 of 187 GTAB STATEMENT FEBRUARY 9, 2018 AGENDA ITEM “C” AIRPORT MONTHLY UPDATE Good morning Mr. Chairman, members of the Georgetown Transportation Advisory Board, city staff and ladies and gentlemen. My name is Hugh C. Norris, Jr. My address is 4400 Luna Trail, Georgetown, Texas. I am a member of the Airport Concerned Citizens (ACC). This is the 79TH presentation by ACC members to the city council and/or the GTAB demanding compliance with the National Environmental Policy Act (NEPA) regarding federal funding and fiscal transparency for the Georgetown Municipal Airport (GTU). My comments this morning address Agenda Item “C” and specifically the item's Airport Master Plan (AMP) Report. Three requirements are expected of the public from its local, state and federal governments: Honesty, Transparency and Accountability. As regards use of state and federal funds for dangerously expanding aviation operations development of the GTU as the Central Texas regional Reliever airport in the very heart of our growing city and atop the Edwards Recharge Zone and compliance with FAA regulations for development of the new AMP our city, state and federal officials have failed the public on all three requirements. The ACC's first public statement of January 14, 2014 requested a community consensus for use of such funds as required by the NEPA and documented by the Environmental Impact Statement (EIS) preparation process. City officials lied and circulated to the community, state and federal officials that ACC demanded the closure of the GTU. In the meantime the city continued its now 38 year old public manta of “We're not expanding anything at the airport”. For these past four years, the ACC has made repeated demands and requests to this board for preparation of fully scoped EIS's, open public NEPA level review workshop meetings on proposed GTU grant funding, and staff responses or justifications to legitimate public concerns and objections. The most recent public workshop request was last month, January 12, 2018 by Ms. Dew. The single board requested staff response to legitimate public concerns regarding a proposed grant project was squandered by circulation of a 50 page document totally ignoring the cited issues and, instead, focused entirely on smearing and intimidating the ACC. All our requests and demands for EIS preparation and open public hearings requests have been coldly ignored with no comments or explanations by city officials. Public input and participation for use of state and federal funding for the GTU has been soundly rejected by city, state and federal officials. NEPA compliance for GTU grants is documented by FAA's preparation and public circulation of EIS's on proposals for major Federal actions significantly affecting the quality of the human environment. This provision is also the primary vehicle for achieving NEPA's ancillary goal of full public disclosure of the environmental impacts of proposed major federal agency actions. All of the PROGRAMS of capital improvements of the GTU 1980 master plan and its two update plans of 1998 and 2005 were major proposed federal actions. Each had specific goals and objectives for facilities deemed essential for expansion of numbers of based aircraft and take offs and landing operations of based and itinerant aircraft. The 1980 master plan began the GTU transition from a socially acceptable local airport into a dangerous Reliever airport for the Central Texas region designated to accommodate all military and civilian aircraft of all sizes and uses capable of operating off its runways and do so located in the very heart of our rapidly growing city and totally atop the Edwards Recharge Zone with major significant adverse social, economic and environmental impacts. The two past update planned PROGRAMS and the pending AMP further expand those aviation operation numbers. The pending AMP PROGRAM is twice the cost of the total combined sum of all implemented GTU grants to date. In lieu of NEPA compliance for GTU state and federal funding, TxDOT, with FAA oversight, pursues illicit EIS avoidance practices to attain categorical exclusions from the NEPA for individual grants. These practices include use of the type defective checklists provided to the board by Ms. DeMaio at the board's January meeting. These checklists intentionally exclude any questions regarding whether the proposed grant action is a component of or assists one or more planned PROGRAMs with goals for expanded aircraft and/or operations accommodations and falsely certify known citizen objections and concerns. Page 54 of 187 Mr. Chairman, in the absence of public input and participation in development of the AMP and its PROGRAM of capital improvements and no plans for EIS preparation by FAA for the PROGRAM, we again request open public hearings for this new PROGRAM as recommended by Ms. Dew in her January 12, 2018 statement. Mr. Chairman, comments from the board are requested. Adjournment Motion by Hellman, second by Hesser. APPROVED 7-0-2 (Noble and Allen – absent) Meeting was Adjourned at 10:57AM Approved: Attested: ___________________________ __________________________ John Marler - Chair Donna Courtney – Secretary _________________________________ Laura Wilkins – GTAB Board Liaison Page 55 of 187 Minutes of the Meeting of the Georgetown Transportation Advisory Board and the Governing Body of the City of Georgetown, Texas March 09, 2018 The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participation at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least three (3) days prior to the scheduled meeting date, at (512)930-3652 or City Hall at 113 East 8th Street for additional information: TTY users route through Relay Texas at 711. Meeting was called to order, it was decided that the quorum had not been met, and the meeting was adjourned. Approved: Attested: ___________________________ __________________________ John Marler - Chair Donna Courtney – Secretary _________________________________ Laura Wilkins – GTAB Board Liaison Page 56 of 187 Minutes of the Meeting of the Georgetown Transportation Advisory Board and the Governing Body of the City of Georgetown, Texas March 14, 2018 The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participation at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least three (3) days prior to the scheduled meeting date, at (512)930-3652 or City Hall at 113 East 8th Street for additional information: TTY users route through Relay Texas at 711. The quorum was not met and the meeting was not held. Approved: Attested: ___________________________ __________________________ John Marler - Chair Donna Courtney – Secretary _________________________________ Laura Wilkins – GTAB Board Liaison Page 57 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Cons id eration and pos s ible rec o mmendatio n to award a c ontrac t to Jo e Bland Cons truc tion, LP out of Aus tin, T X for the c ons tructio n of the Shell Ro ad at Verde Vista left turn lane improvement projec t in the amo unt of $187,826.00– Wesley Wright, P.E., S ys tems Engineering Direc to r/Mic hael Hallmark, CIP Manager. ITEM SUMMARY: The Shell Road at Verd e Vis ta turn lane imp ro vement p ro ject cons is ts o f cons tructing new left turn lanes o n Shell Ro ad at Verde Vis ta to s erve b o th northbound and s o uthbound traffic . Thes e improvements will help imp ro ve traffic flo w o n Shell Ro ad by red uc ing turning movement c onflic ts . This p ro ject was p ublic ly ad vertis ed on Marc h 18, 2018 and March 25, 2018. Nine (9) firms o b tained p lans. Fro m thes e plan ho ld ers on April 3, 2018 we rec eived fo ur (4) comp etitive b id s . T he ap p arent low b id d er for the p ro ject was Jo e Bland Co nstruc tio n, LP of Austin, Texas with a total bid o f $187,826.00. Joe Bland Co ns truc tion provid ed a s ubstantial lis t o f c o mp leted and current p ro jects , inc luding referenc es . KPA staff c ontac ted s everal o f these referenc es and fo und that their p erfo rmanc e o n s imilar size p ro jects , and larger, has been deemed acc ep table. Bas ed up o n thes e references and their s ubmitted s taff and eq uipment exhibiting their capac ity to perform the p ro p o s ed wo rk, it is KPA & As s o ciates recommend atio n that Joe Bland Cons truction, LP b e award ed the s ubjec t c o ns truc tion c o ntract. Jo e Bland has als o c o mpletely multip le projec ts o f larger s c ope s uc cessfully fo r the city in the p as t. STAFF RECOMMENDATION: KPA & Assoc iates and staff rec o mmend award ing the contrac t to Joe Bland C o ns truc tion, LP o f Aus tin, Texas for the c ons tructio n o f the Shell Ro ad at Verde Vis ta Left Turn Lane Improvements in the amo unt of $187,826.00 FINANCIAL IMPACT: Funding for this p ro ject is availab le in the exis ting S treet Dep artment bud get. Funds were generated b y d evelopment revenue from Traffic Impac t Analys is (T IA) revenue. SUBMITTED BY: Chris Lo gan / Chris P o usson ATTACHMENTS: Description Type B&FAW Backup Material Project Scope Backup Material Recommendation of Award & Bid Tabulation Backup Material Page 58 of 187 PROJECT No.DATE: PROJECT NAME:1EG 4/4/2018 Division/Department:Director Approval Prepared By:Finance Approval La'Ke4/4/18 TOTAL ANNUAL BUDGET 240,006.00 * (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B)(A + B)Budget Consulting 36,970.00 36,970.00 15% Right of Way 0.00 0.00 0% Construction 0.00 187,826.00 187,826.00 78% Other Costs 45.00 45.00 0% Total Current Year Costs 37,015.00 187,826.00 224,841.00 Approved GENERAL LEDGER ACCOUNT NUMBER CY Budget 120-9-0880-90-104 40,006.00 *Mid-Year budget amendment - May18 200,000.00 Total Budget 240,006.00 TOTAL PROJECT BUDGET 259,992.36 (includes all previous yrs.) Prior Years Current Year Total Project % Total Spent/Encumbered Costs Costs Budget Consulting (MSE-16-001)9,993.18 36,970.00 46,963.18 18% Right of Way 0.00 0.00 0.00 0% Construction 0.00 187,826.00 187,826.00 72% Other Costs 0.00 45.00 45.00 0% Total Project Costs 9,993.18 224,841.00 234,834.18 90% Chris Logan Transportation Services CIP - Budgetary and Financial Analysis Worksheet *Comments: Account will be adjusted during mid year budget ammendment using TIA funds. Shell Road & Verde Vista turn lanes Shell Rd & Verde Vista Joe Bland Construction Page 59 of 187 Page 60 of 187 Page 61 of 187 Page 62 of 187 Page 63 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Cons id eration and p o s s ib le rec o mmendation to ac cept rec eip t o f a letter, fro m the Federal Aviation Adminis tration (FAA), regard ing Georgetown Airport operatio ns. -- Russ Vo lk, C .M., Airp o rt Manager and Octavio A. Garza, P.E., C.P.M., P ublic Works Director. ITEM SUMMARY: On February 8, 2018, the City of Geo rgeto wn rec eived a copy of a respons e letter from the F ed eral Aviatio n Ad minis tratio n (FAA) to a citizen of Geo rgeto wn. This FAA letter was in res p o nse to inquiries to s everal Federal Agencies related to Georgetown Airp o rt Planning, Environmental, and Op erations ques tio ns . The FAA res pons e letter inc luded the following p aragraph "In summary, des pite extens ive and rep eated reviews by a broad range of experts , the FAA has not rec eived any info rmatio n to s upport yo ur continued complaints/ Ac c ordingly, it is not appropriate to c ontinue to expend limited Federal res o urc es repeated ly going b ack over the s ame informatio n. I refer yo u to the FAA's "Respons e to Ap p eal of Ad ministrator's Hotline 20140813002," d ated August 28, 2015, which remains respons ive to yo ur recently sub mitted concerns . Our findings and conclus io ns in that res pons e remain unc hanged ." FINANCIAL IMPACT: N/A SUBMITTED BY: Rus s Vo lk C.M., Airp o rt Manager ATTACHMENTS: Description Type FAA Res pons e Letter Backup Material Page 64 of 187 Page 65 of 187 Page 66 of 187 Page 67 of 187 Page 68 of 187 Page 69 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Cons id eratio n and p o s s ib le rec o mmendation for ap p ro val o f an Assignment of an airp o rt Land Leas e fro m Jo hn D. S o mmerfeld to Hangar 201-C P artners hip. – Rus s Vo lk, C.M., Airport Manager and Octavio A. Garza, P.E., C.P.M, Public Wo rks Direc tor. ITEM SUMMARY: Mr. John D. Sommerfeld provided notice of his desire to reassign his current land lease located at 201-C Hangar Dr. on the Georgetown Municipal Airport to Hangar 201-C P artnership. Hangar 201-C partners understand and agree with all the terms and conditions of the existing lease. The current land leas e was executed o n 1 No vember 1994 with an exp iratio n d ate o f 1 No vember 2024. The City Attorney's Office has p rep ared the new leas e doc uments to acc omplis h this as s ignment. Staff Recommendation Staff rec o mmend s approval of this assignment. FINANCIAL IMPACT: N/A SUBMITTED BY: Rus s Vo lk, C.M., Airport Manager ATTACHMENTS: Description Type Leas e Document 201-C Hangar Dr.Backup Material Exhibit A 201-C Hangar Dr.Backup Material Page 70 of 187 1 LAND / FACILITY LEASE AGREEMENT CITY OF GEORGETOWN, TEXAS Lessor AND Hangar 201-C Partners 201-C Hangar Dr. Georgetown, TX 78628 Lessee Page 71 of 187 2 LEASE AGREEMENT THIS LAND / FACILITY LEASE (“Agreement”) is effective this ____ day of ________, 2018, between the CITY OF GEORGETOWN, TEXAS, a Texas home-rule city (“City” or “Lessor”) and Hangar 201-C Partners, a Texas partnership, ("Lessee"). Preliminary Statements A. The City owns and operates an airport known as the Georgetown Municipal Airport (KGTU) located in Williamson County, Texas (the "Airport"); B. The City and Lessee desire to enter into this Agreement for the use and occupancy of certain areas at the Airport; C. The City desires to accommodate, promote and enhance general aviation at the Airport. Lessee desires assurance of the Airport's continued availability as a base for aircraft; and D. In consideration of the premises and of the rents, covenants and conditions herein contained, the City does hereby lease to Lessee the area(s) of the Airport described in Article 2 hereof (the "Leased Premises"), as follows: ARTICLE 1: TERM AND OPTION The initial term of this Agreement shall commence at 12:01 a.m. on _______________, 2018, and expire at 11:59 p.m. on October 31, 2024 (the “Initial Term”), unless sooner terminated in accordance with this Agreement. ARTICLE 2: DESCRIPTION OF LEASED PREMISES The Leased Premises consist of the parcel of land described in Exhibit A, comprising 0.161 acres of land, and the hangar constructed on such premises. The Lessee acknowledges that: (1) the Lessor makes no representations or warranty regarding the suitability of the Leased Premises for the Lessee’s intended purposes, or the presence or absence of environmental, geologic, or other site conditions that may affect the Lessee's use of the Leased Premises; (2) Lessee accepts full responsibility for determining the suitability of the Leased Premises for its intended purposes; (3) Lessee has inspected and performed all tests and investigations of the Leased Premises for its intended purposes; and (4) Lessee is accepting the Leased Premises “as is,” in their present condition. Lessee expressly disclaims reliance upon any statement, oral or written, made by any agent of the City concerning the condition, suitability, or business prospects of the Leased Premises. ARTICLE 3: USE OF LEASED PREMISES 3.1 Lessee shall use and occupy the Leased Premises for the following purposes and for no other purpose whatsoever unless approved in writing by City: Page 72 of 187 3 3.1.1 For the operation of the existing structures (the “Hangar”) to be used for the storage of aircraft and aircraft parts. No sublease shall be valid unless each such sublease is approved in writing by the City and conforms to all applicable laws and the Airport Rules and Minimum Standards then in effect (the “Rules” and “Minimum Standards”). Any commercial use must also be consistent with the City of Georgetown, Texas, building, use and zoning regulations and requirements applicable to the Leased Premises. Lessee warrants that all aircraft based at the Leased Premises shall comply with noise standards established under Part 36 of Title 14 of the Code of Federal Regulations, ("FAR 36") as amended from time to time. The Leased Premises shall not be used for residential purposes. Lessee shall comply with all Grant Assurances (www.faa.gov/airports/aip/grant_assurances/media/airport-sponsor-assurances-aip.pdf) in favor of the State of Texas or the United States. All of Lessee’s rights shall be subordinate to such Grant Assurances and other obligations to the United States or State of Texas. 3.1.2 The City makes no representations, guarantees, or warranties that the Leased Premises may be lawfully used for the purposes set forth in this Article 3.1. Lessee shall have the sole responsibility of obtaining all applicable permits or other governmental approvals necessary to use the Leased Premises. This Agreement is expressly conditioned upon Lessee obtaining all such permits and approvals, and the failure of Lessee to obtain any such permits or approvals within six months following the commencement date set forth in Article 1.1 shall constitute an event of default. The failure of Lessee to maintain any such permits or approvals during the term of this Agreement shall result in termination of this Agreement pursuant to Article 18. 3.1.3 During the term of this Agreement, Lessee must regularly house at least one airworthy aircraft in the Hangar and each Hangar shall be used for Aeronautical Activities only, unless the prior written permission of the City is first obtained. The term “Aeronautical Activities” shall mean any activity or service that involves, makes possible, facilitates, is related to, assists in, or is required for the operation of aircraft, or which contributes to or is required for the safety of aircraft operations. 3.1.4 City reserves unto itself, its patrons, visitors, and other lessees and their patrons, visitors, and employees, the right of flight for the passage of aircraft above the surface of the Leased Premises, together with the right to cause in such air space such noise, dust, interference as may be inherent in the operation of aircraft now known or hereafter in use, including the right of using said air space for landing at, taking off from, or operating at or near the Airport. 3.1.5 This Agreement is subject to the right of the United States of America to have exclusive or non-exclusive use, control and possession, without charge, of the Airport or any portion thereof during periods of national emergency. ARTICLE 4: RENT 4.1 Lessee agrees to pay to the City during the Initial Term hereof an annual base rent of $63.86 per month. 4.2 The base rental rate shall be adjusted on November 1, 2019 to reflect changes in the C.P.I. for the preceding 5 years. The term "C.P.I." as used herein shall mean the Consumer Price Index for all Urban Consumers, all items, Selected Large City, for the Austin, Texas Area as Page 73 of 187 4 published by the Bureau of Labor Statistics of the United States Department of Labor, 1982-84 base = 100. In the event the base year is changed, the C.P.I. shall be converted to the equivalent of the base year 1982-84 = 100. In the event the Bureau of Labor Statistics ceases to use the C.P.I., or this index, an equivalent or comparable economic index will be used. 4.3 The rent payable hereunder may be paid in advance in annual installments, or shall be paid in equal monthly installments on the first day of each month in advance at such office as may be directed in writing by the City. Payments due to the City under this Agreement shall be paid without offset of any kind, and Lessee waives all common law and statutory rights of offset. In addition to any other remedies provided in this Agreement, if any rental, fee, charge, or other item of Additional Rent set forth in this Agreement is not paid to the City within 15 days of the date due, Lessee agrees to pay a late charge of 10% for each such late payment, and default interest shall accrue on such payment from 30 days after the date the payment was due, at a rate of 12% per annum. 4.4 Lessee shall keep the Leased Premises, and the Hangar, Ramp and any and all structures constructed by Lessee on the Leased Premises or located on the Leased Premises (collectively, the “Improvements”), free and clear of any liens and encumbrances, and shall indemnify, hold harmless and defend the City from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction of Lessee. If any lien is filed, Lessee shall do all acts necessary to discharge such lien within ten days of filing, or if Lessee desires to contest any lien, then Lessee shall deposit with the City such security as the City shall reasonably demand to insure the payment of the lien claim. If Lessee shall fail to pay any lien claim when due or shall fail to deposit the security with the City, then the City shall have the right to expend all sums necessary to discharge the lien claim, and Lessee shall pay the City, as additional rental when the next rental payment is due, all sums expended by the City in discharging any lien, including reasonable attorneys’ fees and costs, and interest at 12% on the sums expended by the City from the date of expenditure to the date of payment by Lessee. 4.5 Lessee agrees to comply with the Airport Rules and Minimum Standards adopted by the City for the Airport, as they now exist or as they may hereafter be adopted or amended. Fees due under such Minimum Standards or pursuant to any license issued for commercial activities conducted in whole or part on the Leased Premises, may be collected by the City as additional rent under this Agreement, in addition to any other remedies available to the City. 4.6 Holdover rent shall be due at the rate of 200% of ordinary rent. ARTICLE 5: ACCEPTANCE, CARE, MAINTENANCE, IMPROVEMENTS AND REPAIR 5.1 Lessee acknowledges that it has inspected the Leased Premises, conducted such studies and tests thereof (including environmental tests) as it deems necessary, and accepts possession of the Leased Premises "as is" in its present condition, and, subject to all limitations imposed upon the use thereof by the rules and regulations of the Federal Aviation Administration, the rules and regulations of the Airport, and by ordinances of the City, and admits its suitability and sufficiency. The City shall not be required to maintain nor to make any improvements, repairs or Page 74 of 187 5 restoration upon or to the Leased Premises or to any of the improvements presently located thereon or placed thereon by Lessee. 5.2 Lessee shall, throughout the term of this Agreement, assume the entire responsibility, cost, and expense for all repair and maintenance whatsoever on the Leased Premises and all improvements thereon, and shall perform in a good workmanlike manner all necessary repairs, maintenance, whether ordinary or extraordinary, structural or otherwise. Additionally, Lessee, without limiting the generality hereof, shall: 5.2.1 Keep at all times, in a clean and orderly condition and appearance, the Leased Premises, all improvements thereon and all of Lessee's fixtures, equipment and personal property which are located on any part of the Leased Premises. Lessee shall not park or leave, or allow to be parked, aircraft on the taxiways, ramps or pavement adjacent to any Hangar in a manner which unduly interferes with or obstructs access to other hangars or movement on adjacent taxiways. 5.2.2 Provide and maintain on the Leased Premises all obstruction lights and similar devices, and safety equipment required by law. 5.2.3 Take measures to prevent erosion, including without limitation the planting and replanting of grasses with respect to all portions of the Leased Premises not paved or built upon. Lessee shall maintain and replant any landscaped areas. 5.2.4 Be responsible for the maintenance and repair of all utility services lines placed on the Leased Premises and used by Lessee exclusively, including without limitation water lines, gas lines, electrical power and telephone conduits and lines, sanitary sewers and storm sewers. 5.2.5 If Lessee discovers any hazardous material on the Leased Premises, it will promptly notify the City in writing. 5.2.6 The City shall have the right to conduct periodic detailed inspections of the Leased Premises not more often than twice per year. If any maintenance deficiencies are discovered for which Lessee is responsible under this Agreement, the City may require Lessee to correct such deficiencies, whether ordinary or capital in nature. Capital items having a useful estimated life beyond the date on which Lessee actually vacates the Leased Premises shall be reimbursed by the City to the Lessee on an equitably pro-rated basis. ARTICLE 6: ADDITIONAL OBLIGATIONS OF LESSEE 6.1 Lessee shall conduct its operations in an orderly and proper manner, considering the nature of such operations, so as not to unreasonably annoy, disturb, endanger or offend others. 6.2 Further, Lessee shall take all reasonable measures: 6.2.1 To reduce to a practicable minimum vibrations tending to damage any equipment, structure, buildings or portions of buildings. Page 75 of 187 6 6.2.2 Not to produce or allow to be produced on the Airport, through the operation of machinery or equipment, any electrical, electronic or other disturbances that interfere with the operation by the City or the Federal Aviation Administration of air navigational, communication or flight equipment on the Airport or on aircraft using the Airport, or with ground transportation communications. 6.3 Lessee and its agents shall comply with all federal, state and municipal laws, ordinances, rules, regulations and requirements, the Airport’s Minimum Standards, Airport security rules and regulations, and other Airport Rules and regulations, as they now exist or may hereafter be amended or promulgated. 6.4 Lessee shall commit no nuisance, waste or injury on the Leased Premises, and shall not do, or permit to be done, anything that may result in the creation, commission or maintenance of such nuisance, waste or injury on the Leased Premises. 6.5 Lessee shall neither do nor permit anything which may interfere with the effectiveness or accessibility of the drainage system, sewerage system, fire protection system, sprinkler system, alarm system and fire hydrants and hoses, if any, installed or located on the Leased Premises. 6.6 Lessee shall neither do nor permit any act or thing which will invalidate or conflict with any fire insurance policies or regulations applicable to the Leased Premises or other contiguous premises at the Airport. 6.7 Lessee shall not install, maintain, operate or permit the installation, maintenance or operation of any restaurant, kitchen, stand or other establishment of any type for the sale of food unless required permits for that activity are first obtained from the City. 6.8 Except for uses permitted under Article 3 hereof to be performed by Lessee, Lessee shall not provide or allow to be provided aircraft flight instruction of any sort, air taxi, aircraft charter or aircraft leasing of any sort on the Leased Premises, for commercial purposes, without all required development approvals, and a License from the City if and as required by the Airport’s Minimum Standards or Rules then in effect. 6.9 Lessee will conduct its operations in such a manner as to keep the noise produced by aircraft engines and component parts thereof, and any other noise, to a minimum, by such methods as are practicable, considering the extent and type of the operations of Lessee and the limitations of federal law. In addition, Lessee will employ the maximum amount of noise arresting and noise reducing devices that are available and economically practicable, considering the extent of their operations, but in no event less than those devices required by federal, state or local law. In its use of the Leased Premises, Lessee shall take all possible care, exercise caution, and use commercially reasonable efforts to minimize prop or jet blast interference and prevent jet blast damage to aircraft operating on taxiways and to buildings, structures and roadways, now located on or which in the future may be located on areas adjacent to the Leased Premises. If the City determines that Lessee has not curbed the prop or jet blast interference or damage, Lessee covenants to erect and maintain at its own expense such structure or structures as may be necessary to prevent Page 76 of 187 7 prop or jet blast interference, subject, however, to the prior written approval of the City as to type, manner and method of construction. 6.10 Lessee shall not store nor permit the storage of disabled aircraft, vehicles, or any equipment or materials outside of the Hangars constructed on the Leased Premises, without the written approval of the City. No aircraft that is unairworthy may remain outside of a hangar for more than 20 days. Concerning any aircraft that has remained outside the hangars on the Leased Premises for more than 20 days, upon request Lessee shall provide written certification from an FAA licensee holding Inspection Authorization stating such aircraft is airworthy. If Lessee fails to comply with this requirement after a written request by Lessee to comply, Lessor may (but is not required to) cause the removal of any such aircraft at Lessee’s expense by any means that Lessor determines, in its sole discretion, to be in Lessor's best interests. The costs of such removal shall constitute additional rent. 6.11 On forms and at the frequency prescribed by the Airport Manager, and with respect to each aircraft stored on the Leased Premises, Lessee shall provide the City with the (a) make and model, (b) N-number, and (c) identity and address of the registered owner. This requirement shall apply to aircraft whether owned by Lessee or another party, and regardless of whether its storage is subject to the Minimum Standards or Rules. 6.12 Lessee shall obtain and maintain in current status all permits and licenses required under any law or regulation. If Lessee receives notice from any governmental entity that Lessee lacks, or is in violation of, any such permit or license, Lessee shall provide City with timely written notice of the same. 6.13 Lessee shall pay (before their respective due dates) all taxes, fees, assessments, and levies that relate to Lessee’s use, occupancy, or operations at the Leased Premises or the Airport, and all other obligations for which a lien may be created thereto (including, but not limited to, utility charges and work for any improvements for which the City is not obligated to pay). 6.14 In addition to Lessee's indemnification obligations set forth in this Agreement, Lessee, at Lessee’s sole cost, shall repair or replace (to Lessor's reasonable satisfaction) any damaged property that belongs to Lessor or Lessor's other lessees to the extent that such damage arises from or relates to an act or omission of Lessee or Lessee’s Associates. Lessee shall promptly notify Lessor of any such property damage. If Lessee discovers any other potential claims or losses that may affect Lessor, Lessee shall promptly notify Lessor of the same. 6.15 Lessee shall comply with all security measures that Lessor, the United States Transportation Security Administration, or any other governmental entity having jurisdiction may require in connection with the Airport, including any access credential requirements, any decision to remove Lessee’s access credentials, and any civil penalty obligations and other costs arising from a breach of security requirements caused or permitted by Lessee or Lessee’s Associates. Lessee agrees that Airport access credentials, if adopted in the future, shall be the property of Lessor and may be suspended or revoked by Lessor in its sole discretion at any time. Lessee shall pay all fees associated with such credentials, and Lessee shall immediately report to the Airport Manager any Page 77 of 187 8 lost credentials or credentials that Lessee removes from any employee or any of Lessee’s Associates. Lessee shall protect and preserve security at the Airport. 6.16 When consistent with Laws and Regulations, Lessee shall promptly remove or cause to be removed from any portion of the Airport not leased by Lessee the Aircraft or any other aircraft that Lessee owns or controls if it becomes unairworthy. Lessee may store such aircraft within Lessee’s enclosed improvements. ARTICLE 7: INGRESS AND EGRESS 7.1 Lessee shall have the right of ingress and egress between the Leased Premises and the public landing areas at the Airport by means of connecting taxiways; and between the Leased Premises and the entrance(s) to the Airport by means of connecting paved roads. Lessee shall have the right to use the public runways and public aviation aids at all times during which they are open to the public. Such rights of ingress, egress and use shall be in common with others having rights of use and passage thereon. 7.2 The use of any roadways or taxiways shall be subject to the Rules and Minimum Standards of the Airport, which are now in effect or which may hereafter be promulgated, and subject to temporary closure; provided, however, that any closure shall be only for reasonably necessary or unique circumstances, and provided that three days prior written notice will be given to Lessee relevant to any closure, unless such closure is necessary due to emergency. Lessee, for itself and its authorized subtenants, hereby releases and discharges the City, their officers, employees and agents, and all their respective successors and assigns, of and from any and all claims, demands, or causes of action which Lessee or its authorized subtenants may now or at any time hereafter have against any of the foregoing, arising or alleged to arise out of the closing of any street, roadway or other area, provided that other reasonable means of access to the Leased Premises remain available to Lessee without cost to Lessee, unless otherwise mandated by emergency safety considerations or lawful exercise of the police power. Lessee shall not do or permit anything to be done which will interfere with the free access and passage of others to space adjacent to the Leased Premises or in any streets or roadways on the Airport. ARTICLE 8: INSURANCE AND DAMAGE TO THE LEASED PREMISES 8.1 Lessee, at its sole cost and expense, shall procure and maintain throughout the term of this Agreement insurance protection for all risk coverage on the improvements which are part of the Leased Premises, to the extent of one hundred percent (100%) of the actual replacement cost thereof. Such insurance shall be written by insurers reasonably acceptable to the City. The insurance shall provide for 30 days’ notice of cancellation or material change, by certified mail, return receipt requested, to the City, Attention: Airport Manager. 8.1.1 The above-stated property insurance shall be for the benefit and to safeguard the interests of the Lessee and City. Both the City and Lessee shall be named primary insureds. Page 78 of 187 9 8.1.2 If any losses are estimated to exceed one-third of the current value of the Facilities, the City shall solely adjust and settle such losses with the insurers. If the estimated loss does not exceed one-third of the current value of the Facilities, the loss shall be adjusted solely by the Lessee. Each party shall consult with the other obtain a settlement that covers the cost of repairing or rebuilding the improvements. 8.1.3 Lessee shall provide certificates of insurance, in a form acceptable to the City evidencing existence of all insurance required to be maintained prior to occupancy of the improvements. Upon the failure of Lessee to maintain such insurance as above provided, the City, at its option, may obtain such insurance (which may be single-interest) and charge the cost to Lessee as Additional Rent, which shall be payable on demand, or may give notice of default hereunder. ARTICLE 9: LIABILITY INSURANCE AND INDEMNITIES 9.1 The City shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and expenses of legal services, claimed or recovered by any person or entity, or occurring on the Leased Premises, or the Airport, or as a result of any operations, works, acts or omissions performed on the Leased Premises, or the Airport, by Lessee, its agents, servants, employees or authorized tenants, or their guests or invitees. Lessee shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and expenses of legal services, claimed or recovered by any person or entity, or occurring on the Leased Premises, or the Airport, or as a result of any operations, works, acts, or commission performed on the Leased Premises, or the Airport, solely by the City, their agents, servants, employees or authorized tenants, or their guests or invitees. In this regard, LESSEE expressly releases the City and each of its agents from their own negligence, or other liability. 9.2 Lessee agrees to indemnify, save and hold harmless, the City, their officers, agents, servants and employees, of and from any and all costs, liability, damage and expense, including costs of suit and reasonable expenses of legal services, claimed or recovered, justly or unjustly, falsely, fraudulently or frivolously, by any person, firm or corporation by reason of injury to, or death of, any person or persons, including City personnel, and damage to, destruction or loss of use of any property, including City property, directly or indirectly arising from, or resulting from, any operations, works, acts or omissions of Lessee, its agents, servants, employees, contractors, or authorized tenants. Upon the filing with the City by anyone of a claim for damages arising out of incidents for which Lessee herein agrees to indemnify and hold the City harmless, the City shall notify Lessee of such claim and in the event that Lessee does not settle or compromise such claim, then Lessee shall undertake the legal defense of such claim on behalf of Lessee and the City. It is specifically agreed, however, that the City at its own cost and expense, may participate in the legal defense of any such claim. Any final judgment rendered against the City for any cause for which Lessee is liable hereunder shall be conclusive against Lessee as to liability and amount upon the expiration of the time for appeal. 9.3 Lessee shall procure and keep in force during the term of this Agreement policies of Commercial General Liability insurance, including airport premises, , commercial general, Page 79 of 187 10 automobile, and hangar-keepers legal liability insurance including coverage for aircraft or other property of others in the care, custody, or control of Lessee, insuring Lessee and the City, as an additional insured, against any liability for personal injury, bodily injury, death, or property damage. The limits of the liability shall not be less than the lower of: (1) the amount specified in Landlord's Airport Minimum Standards ("AMS") for the type of activity occurring on the Leased Premises; or (2) combined single limit of $2,000,000. No such policies shall be cancelable or subject to reduction in coverage limits or other modification except after 30 days prior written notice to the City. The policies shall be for the mutual and joint benefit and protection of Lessee and the City, and such policies shall contain a provision that the City, although named as an insured, shall nevertheless be entitled to recovery under said policies for any loss occasioned to it, its servants, agents, citizens, and employees by reason of negligence of Lessee (i.e. a fellow-insured write-back endorsement). Lessee shall provide certificates of insurance, in a form acceptable to the City as evidencing existence of all insurance required to be maintained prior to the commencement of the Agreement. Any insurance policy herein required or procured by Lessee shall contain an express waiver of any right or subrogation by the insurance company against the City, and an endorsement stating that the indemnity obligations set forth above are covered by such insurance. 9.4 Lessee represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, marks, names or slogans used by it in its operations under or in any way connected with this Agreement. Lessee agrees to save and hold the City, their officers, employees, agents and representatives free and harmless of and from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trademark or copyright, or arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Lessee under or in any way connected with this Agreement. ARTICLE 10: SIGNS Lessee shall have the right to install and maintain one or more signs on the Leased Premises identifying it and its operations. The subject matter, type, design, number, location and elevation of such signs, and whether lighted or unlighted, shall be subject to the Airport design standards, if any. No sign will be allowed that may be confusing to aircraft pilots or automobile drivers or other traffic. A City issued permit must be obtained prior to sign installation. ARTICLE 11: ASSIGNMENT AND SUBLEASE The prior written consent of the City shall be required for any sale, transfer, assignment or sublease of this Agreement and of the leasehold estate hereby created. The sale by Lessee of a majority interest or voting control of its equity shall constitute a transfer. Any purported transfer made without prior written consent from the City is void. ARTICLE 12: CONDEMNATION 12.1 If all or any portion of the Leased Premises is taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of appropriation, condemnation or eminent domain (or pursuant to a sale to such power or authority under the threat of condemnation or eminent domain), all rentals payable hereunder with respect to that portion of Page 80 of 187 11 the Leased Premises taken shall no longer be payable, and the proceeds, if any, from such taking or sale shall be allocated between the City and Lessee in accordance with the applicable condemnation law, with Lessee being entitled to compensation for the fair market value of the leasehold interest, improvements and personal property taken. If a portion of the Leased Premises is so taken or sold, and as a result thereof, the remaining part cannot reasonably be used to continue the authorized uses set forth in Article 3 hereof, then this Agreement shall terminate at Lessee’s election, and Lessee's obligation to pay rent and perform the other conditions of the lease shall be deemed to have ceased as of the date of such taking or sale. 12.2 The City expressly reserves the right to grant or take easements on rights-of-way across the Leased Premises if it is determined to be in the best interest of the City to do so. If the City grants or takes an easement or right-of-way across any of the Leased Premises, Lessee shall be entitled only to compensation for damages to all improvements owned by Lessee destroyed or physically damaged thereby, but not to damages for loss of use of the Leased Premises itself. Damages to improvements shall be determined by the reduction in fair market value of the improvements caused by said damage or cost of repair, whichever is less. 12.3 Lessee understands and agrees that the City have the right to take all or any portion of the Leased Premises, and any additions, alterations or improvements thereon, should the City, in their sole discretion, determine that said portion of the Leased Premises, and improvements thereon, are required for other Airport purposes, without initiating condemnation proceedings. If such action is taken, the City shall substitute comparable areas within the Airport, or any additions or extensions thereof, brought to the same level of improvement as the area taken. The City shall bear all expenses of bringing the substituted area to the same level of improvement to the area taken, and of moving Lessee's improvements, equipment, furniture and fixtures to the substituted area. If any of Lessee's improvements, equipment, furniture or fixtures cannot be relocated, the City shall replace, at their own expense, such non-relocatable improvements and other property with comparable property in the substituted area, and the City shall be deemed the owner of the non-relocated improvements and other property, free and clear of all claims of any interest or title therein by Lessee, any mortgagee, or any other third party whomsoever. It is the specific intent of this subparagraph that Lessee would be placed, to the extent possible, in the same position it would have been, had the City not substituted new premises for the Leased Premises; provided however, that the City shall not be obligated to reimburse Lessee for lost revenues or other costs due to such substitution. Nothing in this subparagraph shall be construed to limit the City' rights to condemn Lessee's leasehold rights and interests in the Leased Premises pursuant to state law. ARTICLE 13: NON-DISCRIMINATION 13.1 Lessee, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the Leased Premises, for a purpose for which a United States government program or activity is extended, Lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in federally-assisted Page 81 of 187 12 programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. 13.2 Lessee, for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: 13.2.1 No person on the grounds of race, color, disability or national origin shall be excluded from participating in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Leased Premises; 13.2.2 That in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, disability or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; 13.2.3 That Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in federally- assisted programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. 13.3 In this connection, the City reserve the right to take whatever action they might be entitled by law to take in order to enforce this provision following the 60 days written notice to Lessee of any alleged violation. This provision is to be considered as a covenant on the part of Lessee, a breach of which, continuing after notice by the City to cease and desist and after a determination that a violation exists made in accordance with the procedures and appeals provided by law, will constitute a material breach of this Agreement and will entitle the City, at their option, to exercise its right of termination as provided for herein, or take any action that it deems necessary to enforce compliance herewith. 13.4 Lessee shall include the foregoing provisions in every agreement or concession pursuant to which any person or persons, other than Lessee, operates any facility at the Leased Premises providing service to the public and shall include thereon a provision granting the City a right to take such action as the United States may direct to enforce such covenant. ARTICLE 14: GOVERNMENTAL REQUIREMENTS 14.1 Lessee shall procure all licenses, certificates, permits or other authorization from all governmental authorities, if any, having jurisdiction over Lessee's operations at the Leased Premises which may be necessary for Lessee's operations on the Airport. 14.2 Lessee shall pay all taxes, license, certification, permits and examination fees and excise taxes which may be assessed, levied, exacted or imposed on the Leased Premises or operation hereunder or on the gross receipts or gross income to Lessee there from, and shall make all applications, reports and returns required in connection therewith. Page 82 of 187 13 14.3 Lessee shall pay all water, sewer, utility and other applicable use taxes and fees, arising from its occupancy and use of the Leased Premises and/or the improvements thereon. 14.4 If the City is ever required to pay any of the foregoing, or is not paid any of the foregoing, then the City may collect such sums as additional rent. ARTICLE 15: RIGHTS OF ENTRY RESERVED 15.1 City shall at all times during ordinary business hours have the right to enter upon the Premises and Improvements for the purposes of: (i) inspecting the same; (ii) confirming the performance by Lessee of its obligations under this Agreement; (iii) doing any other act which City may be obligated or have the right to perform under this Agreement or reasonably related thereto; and (iv) for any other lawful purpose. Such inspections shall be made only on 48 hour advance notice except in cases of emergency. Such notice shall be sufficient if prominently posted on the primary building for 48 hours prior to the inspection. 15.2 Without limiting the generality of the foregoing, the City, by its officers, employees, agents, representatives, contractors and furnishers of utilities and other services, shall have the right, at its own expense, to maintain existing and future Airport mechanical, electrical and other utility systems and to enter upon the easements in the Leased Premises to make such repairs, replacements or alterations as may be necessary or advisable, in the reasonable opinion of the City, and from time to time to construct or install over, in or under existing easements within the Leased Premises such systems or parts thereof and in connection with such maintenance use the Leased Premises existing easements for access to other parts of the Airport otherwise not conveniently accessible; provided, however, that in the exercise of such rights of access, repair, alteration or new construction, the City shall not install a utility under or through any building on the Leased Premises or unreasonably interfere with the actual use and occupancy of the Leased Premises by Lessee, all such utilities to be placed within existing easements, except as provided in Article 14. Reservation of the aforesaid right by the City shall not impose or be construed to impose upon the City any obligation to repair, replace or alter any utility service lines now or hereafter located on the Leased Premises for the purpose of providing utility services only to the Leased Premises; provided, however, that if they repair, replace or alter any utility service lines now or hereafter located on the Leased Premises for the purpose of providing utility services to others, the City will restore the Leased Premises to their preexisting condition in a timely manner. Lessee will provide for the installation, maintenance and repair, at its own expense, of all service lines of utilities providing services only to the Leased Premises. City will repair, replace and maintain all other utility lines, at City' expense. 15.3 If any personal property of Lessee shall obstruct access of the City across the existing easements to any of the existing utility, mechanical, electrical and other systems, and thus shall interfere with the inspection, maintenance or repair of any such system pursuant to Section 16.2, Lessee shall move such property, as directed by the City or said utility company, upon reasonable notice by the City, in order that access may be had to the system or part thereof for inspection, maintenance or repair. If Lessee shall fail to so move such property after direction from the City or said utility company to do so, the City or the utility company may move it, and Lessee waives Page 83 of 187 14 any claim against the City for damages as a result there from, except for claims for damages arising from the City' negligence. ARTICLE 16: TERMINATION 16.1 Upon default by Lessee in the payment of rent, additional rent, or other sums due under this Agreement, the City shall give written notice to Lessee of such default. If such default has not been cured by the tenth calendar day following notice of default, the City may terminate this Agreement. 16.2 This Agreement shall terminate, at the option of the City, upon the appointment of a receiver or trustee of all, or substantially all, of Lessee's assets by a court of competent jurisdiction. The term “trustee” shall not include a trustee appointed under Title 11 of the United States Code. 16.3 Upon the default by Lessee in the performance of any covenant or condition required to be performed by Lessee other than the payment of money, and the failure of Lessee to remedy such default for a period of 30 days after the City sends written notice to remedy the same, the City may terminate this Agreement, unless Lessee establishes that such default is incapable of cure within 30 days, in which case Lessee shall not be in default if it diligently and continuously pursues cure of the default. In no event, however, shall the cure period extend beyond 180 days. 16.4 Upon termination of this Agreement for any reason, all rights of Lessee, authorized lessees, and any other person in possession shall terminate, including all rights or alleged rights of creditors, trustees, assigns, and all others similarly so situated as to the Leased Premises. Except as may be expressly provided to the contrary elsewhere herein, upon termination of this Agreement for any reason, the Leased Premises and all improvements located thereon, and all equipment and fixtures therein, shall be and become the property of the City, free and clear of all encumbrances and all claims of Lessee, its subtenants, creditors, trustees, assigns and all others, and the City shall have immediate right of possession of the Leased Premises and such improvements. 16.5 Failure by the City or Lessee to take any authorized action upon default by Lessee of any of the terms, covenants or conditions required to be performed, kept and observed by Lessee shall not constitute a waiver of said default nor of any subsequent breach or default of any of the terms, covenants and conditions in this Agreement. Acceptance of rentals by the City from Lessee, or performance by the City under the terms hereof, for any period or periods after a default by Lessee of any of the terms, covenants and conditions herein shall not be deemed a waiver or create an estoppel of any right of the City to terminate this Agreement for any subsequent failure by Lessee to so perform this Agreement. 16.6 If Lessee ceases to conduct its authorized Aeronautical Activities on the Leased Premises for a period of 12 consecutive months, the City may terminate this Agreement by written notice to Lessee given at any time while such cessation continues, unless Lessee resumes such activities within 60 days following receipt of written notice from the City of such intent to terminate this Agreement. An unauthorized sublease or assignment of Lessee’s rights herein shall constitute a cessation of aeronautical activities. Page 84 of 187 15 ARTICLE 17: SURRENDER AND RIGHT OF RE-ENTRY 17.1 Upon the expiration, cancellation or termination of this Agreement pursuant to any terms hereof, Lessee agrees peaceably to surrender up the Leased Premises to the City in the condition required by Article 5. Upon such expiration, cancellation or termination, the City may re-enter and repossess the Leased Premises together with all improvements and additions thereto, or pursue any remedy permitted by law for the enforcement of any of the provisions of this Agreement, at the City's election. 17.2 If Lessee remains in possession of the Leased Premises after the expiration, cancellation or termination of this Agreement without written agreement with respect thereto, then Lessee shall be deemed to be occupying the Leased Premises as a tenant at-sufferance, subject to all of the conditions, provisions and obligations of this Agreement, but without any rights to extend the term of this Agreement. The City’s acceptance of rent from Lessee in such event shall not alter the status of Lessee as a tenant at sufferance whose occupancy of the Leased Premises may be terminated by City at any time. ARTICLE 18: SERVICES TO LESSEE Except in cases of emergency, in which case no notice shall be required, City will endeavor to give not less than 14 days prior written notice to Lessee of any anticipated temporary Airport closure, for maintenance, expansion or otherwise. Notwithstanding the above, the City shall not be deemed to be in breach of any provision of this Article 19 in the event of a permanent closure of the Airport. Provided, however, that if such permanent closure is in connection with the construction of a new airport by the City, Lessee shall have the option to enter into a substitute hangar ground lease agreement with the City, for the use of a portion of such new airport not smaller than the Leased Premises, under financial terms which are no less favorable than those set forth herein. ARTICLE 19: SURVIVAL OF THE OBLIGATIONS OF LESSEE 19.1 If this Agreement shall have been terminated due to default by Lessee in accordance with notice of termination as provided in Article 17, all of the obligations of Lessee under this Agreement shall survive such termination, re-entry, regaining or resumption of possession and shall remain in full force and effect for the full term of this Agreement, and the amount or amounts of damages or deficiency shall become due and payable to the City to the same extent, at the same time or times, and in the same manner as if no termination, re-entry, regaining or resumption of possession had taken place. The City may maintain separate actions each month to recover the damage or deficiency then due or at its option and at any time may sue to recover the full deficiency less the proper discount, for the entire unexpired term of this Agreement. 19.2 The amount of damages for the period of time subsequent to termination (or re- entry, regaining or resumption of possession) on account of Lessee's rental obligations shall be the sum of the following: Page 85 of 187 16 19.2.1 The amount of the total of all installments of rents, less the installments thereof payable prior to the effective date of termination; and 19.2.2 An amount equal to all expenses incurred by the City and not reimbursed in connection with regaining possession, restoring the Leased Premises required by paragraph 19, above, acquiring a new lease for the Leased Premises, legal expenses (including, but not limited to, attorneys’ fees) and putting the Leased Premises in order. 19.3 There shall be credited to the account of Lessee against its survived obligations hereunder, the amount actually received from any lessee, licensee, permittee, or other occupier in connection with the use of the said Leased Premises or portion thereof during the balance of the term of use and occupancy as the same is originally stated in this Agreement, and the market value of the occupancy of such portion of the Leased Premises as the City may themselves during such period actually use and occupy. No such use and occupancy shall be, or be construed to be, an acceptance of a surrender of the Leased Premises, nor shall such use and occupancy constitute a waiver of any rights of the City hereunder. 19.4 The provisions of this Article 20 shall not be applicable to termination of this Agreement pursuant to Section 3.1.2 or Section 4.4, or if expressly provided to the contrary elsewhere in this Agreement. ARTICLE 20: USE SUBSEQUENT TO CANCELLATION OR TERMINATION The City shall, upon termination or cancellation, or upon re-entry, regaining or resumption of possession, have the right to repair and to make structural or other changes in the Leased Premises, including changes which alter its character and the suitability thereof for the purposes of Lessee under this Agreement, without affecting, altering or diminishing the obligations of Lessee hereunder, provided that any structural changes shall not be at Lessee's expense. ARTICLE 21: NOTICES 21.1 Any notice, consent, approval or other communication given by either party to the other relating to this Agreement shall be in writing, and shall be delivered in person, sent by certified mail, return receipt requested, sent by reputable overnight courier, or sent by facsimile transmission (with evidence of such transmission received) to such other party at the respective addresses set forth below (or at such other address as may be designated from time to time by written notice given in the manner provided herein). Such notice shall, if hand delivered or personally served, be effective immediately upon receipt. If sent by certified mail, return receipt requested, such notice shall be deemed given on the third business day following deposit in the United States mail, postage prepaid and properly addressed; if delivered by overnight courier, notice shall be deemed effective on the first business day following deposit with such courier; and if delivered by facsimile, notice shall be deemed effective when received. Notice to the City is not effective unless sent concurrently to BOTH the City Attorney and the Airport Manager. 21.2 The notice addresses of the parties are as follows: Page 86 of 187 17 To the City: Airport Manager Georgetown Municipal Airport PO Box 409 Georgetown, TX 78627 Telephone: 512-930-3666 City Attorney City of Georgetown, Texas 510 W. 9th Street Georgetown, Texas 78728 Telephone: 512-930-8165 To Lessee: Hangar 201-C Partners c/o Dale Raveney 201-C Hangar Dr. Georgetown. Texas 78628 or The registered agent for Lessee on file with the Texas Secretary of State. ARTICLE 22: SUBORDINATION CLAUSES 22.1 This Agreement is subject and subordinate to the following: 22.1.1 The City reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee, provided Lessee is not deprived of the use or access to the Leased Premises or any of Lessee's rights under this Agreement and unless said activities by the City shall result in the loss of convenient access to the Leased Premises by motor vehicles and/or aircraft owned or operated by Lessee or Lessee's assigns, subtenants, renters, agents, employees or invitees. 22.1.2 The City reserves the right to take any action it considers necessary to protect the aerial approaches to the Airport against obstruction, together with the right to prevent Lessee from erecting or permitting to be erected any building or other structure on the Airport which would limit the usefulness of the Airport or constitute a hazard to aircraft. 22.1.3 This Agreement is and shall be subordinate to the provision of existing and future agreements between the City and the United States or the State of Texas relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the obtaining or expenditure of federal funds, services, or property for the benefit of the Airport. 22.1.4 During national emergency, the City shall have the right to lease all or any part of the landing area or of the airport to the United States or Texas National Guard for Page 87 of 187 18 military use, and if any such lease is executed, the provisions of this Agreement insofar as they may be inconsistent with the provisions of such lease to the government, shall be suspended, but such suspension shall not extend the term of this Agreement. Abatement of rentals shall be reasonably determined by the City and Lessee in proportion to the degree of interference with Lessee's use of the Leased Premises. Lessee is notified that pursuant to the terms of the 1942 transfer of the Airport from the United States to the City, during time of national emergency the Secretary of Defense may designate all or any portion of the Airport subject to the exclusive use of the United States. 22.1.5 Except to the extent required for the performance of any obligations of Lessee hereunder, nothing contained in this Agreement shall grant to Lessee any rights whatsoever in the airspace above the Leased Premises other than those reasonably necessary to Lessee's enjoyment of the Leased Premises and City' Airport facilities and which are consistent with Federal Aviation Administration rules, regulations and orders currently or subsequently effective. Further, Lessee's rights in airspace above the Leased Premises and the Airport and the Airport facilities shall be not less than the rights therein by other users of the Airport and Airport facilities. ARTICLE 23: GENERAL PROVISIONS 23.1 Remedies Nonexclusive. All remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of, or exclusive of, each other, or of any other remedy available to the City, or Lessee, at law or in equity, and the exercise of any remedy, or the existence herein of other remedies or indemnities shall not prevent the exercise of any other remedy provided that the City' remedies in the event of default shall not exceed those set forth in this Agreement. 23.2 Individuals Not Liable. No director, officer, agent or employee of the City shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or of any supplement, modification or amendment to this Agreement because of any breach thereof, or because of his or their execution or attempted execution thereof. 23.3 Estoppel Certificate. At the request of Lessee in connection with an approved assignment of its interest in this Agreement, the City shall execute and deliver a written statement identifying itself as the Lessor under this Agreement and certifying such facts as may actually be true. 23.4 Recording of Lease. This Agreement shall be recorded by the City, and the costs of such recordation, and any closing costs associated with this Agreement, its execution and recordation, shall be billed to and paid by Lessee as additional rent. The City may file an appropriate UCC notice advising of its contractual landlord liens herein. 23.5 Dispute Resolution. This Agreement shall be performable and enforceable in Williamson County, Texas, and shall be construed in accordance with the laws of the State of Texas. Exclusive jurisdiction and venue for all disputes between the parties shall lie in the state courts located within Williamson County, Texas. The parties waive right to trial by jury. Page 88 of 187 19 23.6 No Third Party Beneficiaries. This Agreement is made for the sole and exclusive benefit of the City and Lessee, their successors and assigns, and is not made for the benefit of any third party. 23.7 No Oral Agreements; Integration. All prior oral and written communications between agents of the parties are deemed to be merged and integrated into this document, and the parties disclaim reliance upon any such communications. This Agreement constitutes the entire agreement of the parties hereto and may be changed, modified, discharged or extended by written instrument duly executed by the City and Lessee. The parties agree that no representations or warranties shall be binding upon the City or Lessee unless expressed in writing. 23.8 Quite Enjoyment. The City covenants and warrants that it is the owner of the Leased Premises and that Lessee upon payment of rentals herein provided for and performance of provisions on its part to be performed, shall and may peacefully possess and enjoy the Leased Premises during the term hereof and any extensions hereof without any interruption or disturbance. 23.9 Severability. The invalidity of any provisions, articles, paragraphs, portions or clauses of this Agreement shall have no effect upon the validity of any other part or portion hereof, so long as the remainder shall constitute an enforceable agreement. Furthermore, in lieu of such invalid provisions, articles, paragraphs, portions or clauses, there shall be added automatically as a part of this Agreement, a provision as similar in terms to such invalid provision as may be possible and be legal, valid and enforceable. ARTICLE 24: HAZARDOUS MATERIALS 24.1 Lessee shall not cause or permit any Hazardous Materials to be used, produced, stored, transported, brought upon, or released on, under, or about the Premises or the Airport by Lessee or Lessee’s Associates in violation of applicable federal, state, or local environmental laws, regulations, and ordinances (“Environmental Laws”). Lessee is responsible for any such violation as provided in this Agreement, and shall fully indemnify and hold harmless the City from all fees, fines, costs and damages related in any manner to any release of Hazardous Material or legal violation. 24.2 Lessee agrees that in the event of a release or threat of release of any Hazardous Material by Lessee at the Airport, Lessee shall provide Lessor with prompt notice of the same. Lessee shall respond to any such release or threat of release in accordance with applicable Laws and Regulations. If Lessor has reasonable cause to believe that any such release or threat of release has occurred, Lessor may request, in writing, that Lessee conduct reasonable testing and analysis (using qualified independent experts acceptable to Lessor) to show that Lessee is complying with applicable Environmental Laws. Lessor may conduct the same at Lessee’s expense if Lessee fails to respond in a reasonable manner. Lessee shall cease any or all of Lessee’s activities as Lessor determines necessary, in its sole and absolute discretion, in connection with any investigation, cure, or remediation. If Lessee violates any Environmental Laws at the Airport (whether due to the release of a Hazardous Material or otherwise), Lessee, at Lessee’s expense, shall have the following obligations, which shall survive any expiration or termination of this Agreement: (i) promptly remediate such violation in compliance with applicable Environmental Laws; (ii) submit to Lessor a written remediation plan, and Lessor Page 89 of 187 20 reserves the right to approve such plan (which approval shall not be unreasonably withheld) and to review and inspect all work; (iii) work with Lessor and other governmental authorities having jurisdiction in connection with any violation; and (iv) promptly provide to Lessor copies of all documents pertaining to any environmental concern that are not subject to Lessee’s attorney-client privilege. 24.3 To the extent that Lessee is a co-permittee with Lessor in connection with any permit relating to the environment at the Airport, or to the extent that any of Lessee’s operations in connection with this Agreement or otherwise may impact Lessor’s compliance with any such permit, Lessee shall work cooperatively with Lessor and other lessees and take all actions necessary to ensure permit compliance, and minimize the cost of such compliance, for the benefit of Airport operations. 24.4 Upon any expiration or termination of this Agreement, and upon any change in possession of the Premises authorized by Lessor, Lessee shall demonstrate to Lessor’s reasonable satisfaction that Lessee has removed any Hazardous Materials and is in compliance with applicable Environmental Laws. Such demonstration may include, but is not limited to, independent analysis and testing to the extent that facts and circumstances warrant analysis and testing, such as evidence of past violations or specific uses of the premises. These obligations survive any termination of this Agreement. ARTICLE 25: STORMWATER COMPLIANCE 25.1 Notwithstanding any other provisions or terms of this Agreement, Lessee acknowledges that the Airport is subject to federal storm water regulations, 40 C.F.R. Part 122, for "vehicle maintenance shops" (including vehicle rehabilitation, mechanical repairs, painting, fueling and lubrication), equipment cleaning operations and/or deicing operations that occur at the Airport, as defined in these regulations, and state law concerning the prohibition against water pollution, as provided for in Tex. Water Code Ann. § 26.121, (Vernon 1988 & Supp. 1996). Lessee further acknowledges that it is familiar with these storm water regulations, that it conducts or operates "vehicle maintenance" (including vehicle rehabilitation, mechanical repairs, painting, fueling and lubrication), equipment cleaning operations and/or deicing activities as defined in the federal storm water regulations; and that it is aware that there are significant penalties for submitting false information, including fines and imprisonment for knowing violations. 25.2 Notwithstanding any other provisions or terms of this Agreement, Airport acknowledges that it has obtained an TPDES Multi-Sector General Permit for storm water discharges as required by the applicable regulations for the Airport, including the Property occupied or operated by the Lessee. Lessee acknowledges that the storm water discharge permit issued to the Airport may designate Lessee as a co-permittee under said permit. 25.3 Notwithstanding any other provisions or terms of this Agreement, including the Lessee's right to quiet enjoyment, Airport and Lessee both acknowledge that close cooperation is necessary to ensure compliance with any storm water discharge permit terms and conditions, as well as to ensure safety and to minimize costs. Lessee acknowledges that, as discussed more fully below, it may be required to undertake to minimize the exposure of storm water (and snow melt) Page 90 of 187 21 to "significant materials" generated, stored, handled or otherwise used by the Lessee, as defined in the federal storm water regulations, by implementing and maintaining "Best Management Practices." Lessee acknowledges that the Airport's storm water discharge permit is incorporated by reference into this Lease and any subsequent renewals. 25.4 Airport will provide Lessee with written notice of the requirements contained in the Airport's storm water discharge permit which Lessee will be obligated to perform from time to time, including, but not limited to: Certification of non-storm water discharges; collection of storm water samples; preparation of storm water pollution prevention or similar plans; implementation of "good housekeeping" measures of Best Management Practices; and maintenance of necessary records. Such written notice shall include applicable deadlines. Lessee, within 7 days of receipt of such written notice, shall notify Airport in writing if it disputes any of the storm water discharge permit requirements it is being directed to undertake. If Lessee does not provide such timely notice, it is deemed bound to undertake steps necessary to comply with such requirements. 25.5 Lessee agrees to undertake, at its sole expense, unless otherwise agreed to in writing between Airport and Lessee, those storm water discharge permit requirements for which it has received written notice from the Airport. Lessee warrants that it shall meet any and all deadlines that may be imposed on or agreed to by Airport and Lessee. Lessee acknowledges that time is of the essence. 25.6 Airport agrees to provide Lessee, at its request, with any non-privileged information collected and submitted to any governmental entity(ies) pursuant to applicable storm water regulations. 25.7 Lessee agrees that the terms and conditions of the Airport's storm water discharge permit may change from time to time and hereby appoints Airport as its agent to negotiate with the appropriate governmental entity(ies) any such permit modifications. 25.8 Airport will give Lessee written notice of any breach by Lessee of the Airport's storm water discharge permit or the provisions of this section. Such a breach is material, and, if of a continuing nature, Airport may terminate this Agreement pursuant to the terms of the Agreement, if the breach is not promptly cured by Lessee. Lessee agrees to cure any such breach within 30 days following receipt of written notice by Airport of such breach. 25.9 Lessee agrees to participate in any Airport-organized task force or other work group established to coordinate storm water activities at the Airport. 25.10 Notwithstanding any other provisions of this Agreement, Lessee agrees to indemnify and hold harmless Airport and other Lessees for any and all claims, demands, costs (including attorneys fees), fees, fines, penalties, charges and demands by and liability directly or indirectly arising from Lessee's actions or omissions, including failure to comply with Lessee's obligations under this Article, the applicable storm water regulations, and storm water discharge permit, unless the result of Airport's sole negligence. This indemnification shall survive any termination or non-renewal of the Agreement. Page 91 of 187 22 25.11 Definitions. 25.11.1 Storm Water. Storm water runoff, snow melt runoff, and surface runoff and drainage. 25.11.2 Storm Water Discharge Associated with Industrial Activity. As defined by EPA, storm water discharge associated with industrial activity means the discharge associated with any conveyance which is used for collecting and conveying storm water, and which is directly related to manufacturing, processing or raw materials storage areas at an industrial plant. The term does not include discharges from facilities or activities excluded from the NPDES program under 40 C.F.R. Part 122. For the categories of industries identified in subparagraphs (I) through (x) of the subsection, the term includes, but is not limited to, storm water discharges from industrial plant yards; immediate access roads and rail lines used or traveled by carriers of raw materials, manufactured products, waste material, or by-products used or created by the facility; material handling sites; refuse sites; sites used for the application or disposal of process waste waters (as defined at 40 C.F.R. 401); sites used for the storage and maintenance of material handling equipment; sites used for residual treatment storage, or disposal; shipping and receiving area; manufacturing buildings; storage areas (including tank farms) for raw materials, and intermediate and finished products; and areas where industrial activity has taken place in the past and significant materials remain and are exposed to storm water. For the categories of industries identified in subparagraph (xi), the term includes only storm water discharges from all areas (except access roads and rail lines) that are listed in the previous sentence where material handling equipment or activities, raw materials, intermediate products, final products, waste materials, by-products, or industrial machinery are exposed to storm water. For the purpose of this paragraph, material handling activities include the storage, loading and unloading, transportation, or conveyance of any raw material, intermediate product, finished product, by industrial activities, such as office buildings and accompanying parking lots as long as the drainage from the excluded areas is not mixed with storm water drained from the above described area. Industrial facilities (including industrial facilities that are Federal, State, or municipally owned or operated which meet the description of the facilities listed in this paragraph (i) - (ix) include those facilities designated under the provisions of 122.26(a)(1)(v) . . . 25.11.3 Significant Materials. Include, but are not limited to, raw materials; fuels; materials such as solvents detergents and plastic pellets; finished materials such as metallic products, raw materials used in food processing or production; hazardous substances designated under section 101(14) of CERCLA; any chemical the facility is required to report pursuant to section 313 of title III of SARA; fertilizers; pesticides; and waste products such as ashes, slag and sludge that have a potential to be released with storm water discharges. [See 40 C.F.R. 122.26(b)(12).] 25.11.4 Best Management Practices (BMP). Term describes practices employed to prevent or reduce source water pollution, such as the construction of runoff-retention basins and replanting eroding surfaces. Page 92 of 187 23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF GEORGETOWN, TEXAS Dale Ross, Mayor ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney LESSEE: HANGAR 201-C PARTNERS By: ________________________________ Dale Raveney, Partner By: ________________________________ James Accuntius, Partner Page 93 of 187 Page 94 of 187 Page 95 of 187 Page 96 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Cons id eration and p o s s ib le rec o mmendation for ap p ro val o f an Assignment of an airp o rt Land Leas e from Marvin Cres s man to Wood Aviation, Inc . – Rus s Vo lk, C.M., Airp o rt Manager and Octavio A. Garza, P.E., C.P.M, Pub lic Works Directo r. ITEM SUMMARY: Marvin Cres s man provid ed no tic e o f his desire to reas s ign his current land leas e at 502 S. Hangar Dr. o n the Georgetown Munic ip al Airport to Wood Aviatio n, Inc. Wo o d Aviation, Inc . und ers tand s and agrees with all the terms and cond itio ns o f the existing lease. The current land leas e was executed o n 1 April 1996 with an exp iration date o f 31 March 2026. T he City Attorney's Office has prepared the new lease documents to accomplish this assignment. STAFF RECOMMENDATION Staff rec o mmend s approval of this assignment. FINANCIAL IMPACT: N/A SUBMITTED BY: Rus s Vo lk, C.M., Airport Manager ATTACHMENTS: Description Type Leas e Document 502 S. Hangar Dr.Backup Material Exhibit A 502 S. Hangar Dr.Backup Material Page 97 of 187 1 LAND / FACILITY LEASE AGREEMENT CITY OF GEORGETOWN, TEXAS Lessor AND Wood Aviation, Inc. 502 S. Hangar Dr. Georgetown, TX 78628 Lessee Page 98 of 187 2 LEASE AGREEMENT THIS LAND / FACILITY LEASE (“Agreement”) is effective this ____ day of ________, 2016, between the CITY OF GEORGETOWN, TEXAS, a Texas home-rule city (“City” or “Lessor”) and Wood Aviation, Inc., ("Lessee"). Preliminary Statements A. The City owns and operates an airport known as the Georgetown Municipal Airport (KGTU) located in Williamson County, Texas (the "Airport"); B. The City and Lessee desire to enter into this Agreement for the use and occupancy of certain areas at the Airport; C. The City desires to accommodate, promote and enhance general aviation at the Airport. Lessee desires assurance of the Airport's continued availability as a base for aircraft; and D. In consideration of the premises and of the rents, covenants and conditions herein contained, the City does hereby lease to Lessee the area(s) of the Airport described in Article 2 hereof (the "Leased Premises"), as follows: ARTICLE 1: TERM AND OPTION The initial term of this Agreement shall commence at 12:01 a.m. on _______________, 2016, and expire at 11:59 p.m. on March 31, 2026 (the “Initial Term”), unless sooner terminated in accordance with this Agreement. ARTICLE 2: DESCRIPTION OF LEASED PREMISES The Leased Premises consist of the parcel of land described in Exhibit A and comprising 22,000 square feet of land and the hangar constructed on such premises The Lessee acknowledges that: (1) the Lessor makes no representations or warranty regarding the suitability of the Leased Premises for the Lessee’s intended purposes, or the presence or absence of environmental, geologic, or other site conditions that may affect the Lessee's use of the Leased Premises; (2) Lessee accepts full responsibility for determining the suitability of the Leased Premises for its intended purposes; (3) Lessee has inspected and performed all tests and investigations of the Leased Premises for its intended purposes; and (4) Lessee is accepting the Leased Premises “as is,” in their present condition. Lessee expressly disclaims reliance upon any statement, oral or written, made by any agent of the City concerning the condition, suitability, or business prospects of the Leased Premises. ARTICLE 3: USE OF LEASED PREMISES 3.1 Lessee shall use and occupy the Leased Premises for the following purposes and for no other purpose whatsoever unless approved in writing by City: Page 99 of 187 3 3.1.1 For the operation of the existing structures (the “Hangar”) to be used for the storage of aircraft and aircraft parts. No sublease shall be valid unless each such sublease is approved in writing by the City and conforms to all applicable laws and the Airport Rules and Minimum Standards then in effect (the “Rules” and “Minimum Standards”). Any commercial use must also be consistent with the City of Georgetown, Texas, building, use and zoning regulations and requirements applicable to the Leased Premises. Lessee warrants that all aircraft based at the Leased Premises shall comply with noise standards established under Part 36 of Title 14 of the Code of Federal Regulations, ("FAR 36") as amended from time to time. The Leased Premises shall not be used for residential purposes. Lessee shall comply with all Grant Assurances (www.faa.gov/airports/aip/grant_assurances/media/airport-sponsor-assurances-aip.pdf) in favor of the State of Texas or the United States. All of Lessee’s rights shall be subordinate to such Grant Assurances and other obligations to the United States or State of Texas. 3.1.2 The City makes no representations, guarantees, or warranties that the Leased Premises may be lawfully used for the purposes set forth in this Article 3.1. Lessee shall have the sole responsibility of obtaining all applicable permits or other governmental approvals necessary to use the Leased Premises. This Agreement is expressly conditioned upon Lessee obtaining all such permits and approvals, and the failure of Lessee to obtain any such permits or approvals within six months following the commencement date set forth in Article 1.1 shall constitute an event of default. The failure of Lessee to maintain any such permits or approvals during the term of this Agreement shall result in termination of this Agreement pursuant to Article 18. 3.1.3 During the term of this Agreement, Lessee must regularly house at least one airworthy aircraft in the Hangar and each Hangar shall be used for Aeronautical Activities only, unless the prior written permission of the City is first obtained. The term “Aeronautical Activities” shall mean any activity or service that involves, makes possible, facilitates, is related to, assists in, or is required for the operation of aircraft, or which contributes to or is required for the safety of aircraft operations. 3.1.4 City reserves unto itself, its patrons, visitors, and other lessees and their patrons, visitors, and employees, the right of flight for the passage of aircraft above the surface of the Leased Premises, together with the right to cause in such air space such noise, dust, interference as may be inherent in the operation of aircraft now known or hereafter in use, including the right of using said air space for landing at, taking off from, or operating at or near the Airport. 3.1.5 This Agreement is subject to the right of the United States of America to have exclusive or non-exclusive use, control and possession, without charge, of the Airport or any portion thereof during periods of national emergency. ARTICLE 4: RENT 4.1 Lessee agrees to pay to the City during the Initial Term hereof an annual base rent of $273.33 per month. 4.2 The base rental rate shall be adjusted on April 1, 2021 to reflect changes in the C.P.I. for the preceding 5 years. The term "C.P.I." as used herein shall mean the Consumer Price Index for all Urban Consumers, all items, Selected Large City, for the Austin, Texas Area as published Page 100 of 187 4 by the Bureau of Labor Statistics of the United States Department of Labor, 1982-84 base = 100. In the event the base year is changed, the C.P.I. shall be converted to the equivalent of the base year 1982-84 = 100. In the event the Bureau of Labor Statistics ceases to use the C.P.I., or this index, an equivalent or comparable economic index will be used. 4.3 The rent payable hereunder may be paid in advance in annual installments, or shall be paid in equal monthly installments on the first day of each month in advance at such office as may be directed in writing by the City. Payments due to the City under this Agreement shall be paid without offset of any kind, and Lessee waives all common law and statutory rights of offset. In addition to any other remedies provided in this Agreement, if any rental, fee, charge, or other item of Additional Rent set forth in this Agreement is not paid to the City within 15 days of the date due, Lessee agrees to pay a late charge of 10% for each such late payment, and default interest shall accrue on such payment from 30 days after the date the payment was due, at a rate of 12% per annum. 4.4 Lessee shall keep the Leased Premises, and the Hangar, Ramp and any and all structures constructed by Lessee on the Leased Premises or located on the Leased Premises (collectively, the “Improvements”), free and clear of any liens and encumbrances, and shall indemnify, hold harmless and defend the City from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction of Lessee. If any lien is filed, Lessee shall do all acts necessary to discharge such lien within ten days of filing, or if Lessee desires to contest any lien, then Lessee shall deposit with the City such security as the City shall reasonably demand to insure the payment of the lien claim. If Lessee shall fail to pay any lien claim when due or shall fail to deposit the security with the City, then the City shall have the right to expend all sums necessary to discharge the lien claim, and Lessee shall pay the City, as additional rental when the next rental payment is due, all sums expended by the City in discharging any lien, including reasonable attorneys’ fees and costs, and interest at 12% on the sums expended by the City from the date of expenditure to the date of payment by Lessee. 4.5 Lessee agrees to comply with the Airport Rules and Minimum Standards adopted by the City for the Airport, as they now exist or as they may hereafter be adopted or amended. Fees due under such Minimum Standards or pursuant to any license issued for commercial activities conducted in whole or part on the Leased Premises, may be collected by the City as additional rent under this Agreement, in addition to any other remedies available to the City. 4.6 Holdover rent shall be due at the rate of 200% of ordinary rent. ARTICLE 5: ACCEPTANCE, CARE, MAINTENANCE, IMPROVEMENTS AND REPAIR 5.1 Lessee acknowledges that it has inspected the Leased Premises, conducted such studies and tests thereof (including environmental tests) as it deems necessary, and accepts possession of the Leased Premises "as is" in its present condition, and, subject to all limitations imposed upon the use thereof by the rules and regulations of the Federal Aviation Administration, the rules and regulations of the Airport, and by ordinances of the City, and admits its suitability and sufficiency. The City shall not be required to maintain nor to make any improvements, repairs or Page 101 of 187 5 restoration upon or to the Leased Premises or to any of the improvements presently located thereon or placed thereon by Lessee. 5.2 Lessee shall, throughout the term of this Agreement, assume the entire responsibility, cost, and expense for all repair and maintenance whatsoever on the Leased Premises and all improvements thereon, and shall perform in a good workmanlike manner all necessary repairs, maintenance, whether ordinary or extraordinary, structural or otherwise. Additionally, Lessee, without limiting the generality hereof, shall: 5.2.1 Keep at all times, in a clean and orderly condition and appearance, the Leased Premises, all improvements thereon and all of Lessee's fixtures, equipment and personal property which are located on any part of the Leased Premises. Lessee shall not park or leave, or allow to be parked, aircraft on the taxiways, ramps or pavement adjacent to any Hangar in a manner which unduly interferes with or obstructs access to other hangars or movement on adjacent taxiways. 5.2.2 Provide and maintain on the Leased Premises all obstruction lights and similar devices, and safety equipment required by law. 5.2.3 Take measures to prevent erosion, including without limitation the planting and replanting of grasses with respect to all portions of the Leased Premises not paved or built upon. Lessee shall maintain and replant any landscaped areas. 5.2.4 Be responsible for the maintenance and repair of all utility services lines placed on the Leased Premises and used by Lessee exclusively, including without limitation water lines, gas lines, electrical power and telephone conduits and lines, sanitary sewers and storm sewers. 5.2.5 If Lessee discovers any hazardous material on the Leased Premises, it will promptly notify the City in writing. 5.2.6 The City shall have the right to conduct periodic detailed inspections of the Leased Premises not more often than twice per year. If any maintenance deficiencies are discovered for which Lessee is responsible under this Agreement, the City may require Lessee to correct such deficiencies, whether ordinary or capital in nature. Capital items having a useful estimated life beyond the date on which Lessee actually vacates the Leased Premises shall be reimbursed by the City to the Lessee on an equitably pro-rated basis. ARTICLE 6: ADDITIONAL OBLIGATIONS OF LESSEE 6.1 Lessee shall conduct its operations in an orderly and proper manner, considering the nature of such operations, so as not to unreasonably annoy, disturb, endanger or offend others. 6.2 Further, Lessee shall take all reasonable measures: 6.2.1 To reduce to a practicable minimum vibrations tending to damage any equipment, structure, buildings or portions of buildings. Page 102 of 187 6 6.2.2 Not to produce or allow to be produced on the Airport, through the operation of machinery or equipment, any electrical, electronic or other disturbances that interfere with the operation by the City or the Federal Aviation Administration of air navigational, communication or flight equipment on the Airport or on aircraft using the Airport, or with ground transportation communications. 6.3 Lessee and its agents shall comply with all federal, state and municipal laws, ordinances, rules, regulations and requirements, the Airport’s Minimum Standards, Airport security rules and regulations, and other Airport Rules and regulations, as they now exist or may hereafter be amended or promulgated. 6.4 Lessee shall commit no nuisance, waste or injury on the Leased Premises, and shall not do, or permit to be done, anything that may result in the creation, commission or maintenance of such nuisance, waste or injury on the Leased Premises. 6.5 Lessee shall neither do nor permit anything which may interfere with the effectiveness or accessibility of the drainage system, sewerage system, fire protection system, sprinkler system, alarm system and fire hydrants and hoses, if any, installed or located on the Leased Premises. 6.6 Lessee shall neither do nor permit any act or thing which will invalidate or conflict with any fire insurance policies or regulations applicable to the Leased Premises or other contiguous premises at the Airport. 6.7 Lessee shall not install, maintain, operate or permit the installation, maintenance or operation of any restaurant, kitchen, stand or other establishment of any type for the sale of food unless required permits for that activity are first obtained from the City. 6.8 Except for uses permitted under Article 3 hereof to be performed by Lessee, Lessee shall not provide or allow to be provided aircraft flight instruction of any sort, air taxi, aircraft charter or aircraft leasing of any sort on the Leased Premises, for commercial purposes, without all required development approvals, and a License from the City if and as required by the Airport’s Minimum Standards or Rules then in effect. 6.9 Lessee will conduct its operations in such a manner as to keep the noise produced by aircraft engines and component parts thereof, and any other noise, to a minimum, by such methods as are practicable, considering the extent and type of the operations of Lessee and the limitations of federal law. In addition, Lessee will employ the maximum amount of noise arresting and noise reducing devices that are available and economically practicable, considering the extent of their operations, but in no event less than those devices required by federal, state or local law. In its use of the Leased Premises, Lessee shall take all possible care, exercise caution, and use commercially reasonable efforts to minimize prop or jet blast interference and prevent jet blast damage to aircraft operating on taxiways and to buildings, structures and roadways, now located on or which in the future may be located on areas adjacent to the Leased Premises. If the City determines that Lessee has not curbed the prop or jet blast interference or damage, Lessee covenants to erect Page 103 of 187 7 and maintain at its own expense such structure or structures as may be necessary to prevent prop or jet blast interference, subject, however, to the prior written approval of the City as to type, manner and method of construction. 6.10 Lessee shall not store nor permit the storage of disabled aircraft, vehicles, or any equipment or materials outside of the Hangars constructed on the Leased Premises, without the written approval of the City. No aircraft that is unairworthy may remain outside of a hangar for more than 20 days. Concerning any aircraft that has remained outside the hangars on the Leased Premises for more than 20 days, upon request Lessee shall provide written certification from an FAA licensee holding Inspection Authorization stating such aircraft is airworthy. If Lessee fails to comply with this requirement after a written request by Lessee to comply, Lessor may (but is not required to) cause the removal of any such aircraft at Lessee’s expense by any means that Lessor determines, in its sole discretion, to be in Lessor's best interests. The costs of such removal shall constitute additional rent. 6.11 On forms and at the frequency prescribed by the Airport Manager, and with respect to each aircraft stored on the Leased Premises, Lessee shall provide the City with the (a) make and model, (b) N-number, and (c) identity and address of the registered owner. This requirement shall apply to aircraft whether owned by Lessee or another party, and regardless of whether its storage is subject to the Minimum Standards or Rules. 6.12 Lessee shall obtain and maintain in current status all permits and licenses required under any law or regulation. If Lessee receives notice from any governmental entity that Lessee lacks, or is in violation of, any such permit or license, Lessee shall provide City with timely written notice of the same. 6.13 Lessee shall pay (before their respective due dates) all taxes, fees, assessments, and levies that relate to Lessee’s use, occupancy, or operations at the Leased Premises or the Airport, and all other obligations for which a lien may be created thereto (including, but not limited to, utility charges and work for any improvements for which the City is not obligated to pay). 6.14 In addition to Lessee's indemnification obligations set forth in this Agreement, Lessee, at Lessee’s sole cost, shall repair or replace (to Lessor's reasonable satisfaction) any damaged property that belongs to Lessor or Lessor's other lessees to the extent that such damage arises from or relates to an act or omission of Lessee or Lessee’s Associates. Lessee shall promptly notify Lessor of any such property damage. If Lessee discovers any other potential claims or losses that may affect Lessor, Lessee shall promptly notify Lessor of the same. 6.15 Lessee shall comply with all security measures that Lessor, the United States Transportation Security Administration, or any other governmental entity having jurisdiction may require in connection with the Airport, including any access credential requirements, any decision to remove Lessee’s access credentials, and any civil penalty obligations and other costs arising from a breach of security requirements caused or permitted by Lessee or Lessee’s Associates. Lessee agrees that Airport access credentials, if adopted in the future, shall be the property of Lessor and may be suspended or revoked by Lessor in its sole discretion at any time. Lessee shall pay all fees Page 104 of 187 8 associated with such credentials, and Lessee shall immediately report to the Airport Manager any lost credentials or credentials that Lessee removes from any employee or any of Lessee’s Associates. Lessee shall protect and preserve security at the Airport. 6.16 When consistent with Laws and Regulations, Lessee shall promptly remove or cause to be removed from any portion of the Airport not leased by Lessee the Aircraft or any other aircraft that Lessee owns or controls if it becomes unairworthy. Lessee may store such aircraft within Lessee’s enclosed improvements. ARTICLE 7: INGRESS AND EGRESS 7.1 Lessee shall have the right of ingress and egress between the Leased Premises and the public landing areas at the Airport by means of connecting taxiways; and between the Leased Premises and the entrance(s) to the Airport by means of connecting paved roads. Lessee shall have the right to use the public runways and public aviation aids at all times during which they are open to the public. Such rights of ingress, egress and use shall be in common with others having rights of use and passage thereon. 7.2 The use of any roadways or taxiways shall be subject to the Rules and Minimum Standards of the Airport, which are now in effect or which may hereafter be promulgated, and subject to temporary closure; provided, however, that any closure shall be only for reasonably necessary or unique circumstances, and provided that three days prior written notice will be given to Lessee relevant to any closure, unless such closure is necessary due to emergency. Lessee, for itself and its authorized subtenants, hereby releases and discharges the City, their officers, employees and agents, and all their respective successors and assigns, of and from any and all claims, demands, or causes of action which Lessee or its authorized subtenants may now or at any time hereafter have against any of the foregoing, arising or alleged to arise out of the closing of any street, roadway or other area, provided that other reasonable means of access to the Leased Premises remain available to Lessee without cost to Lessee, unless otherwise mandated by emergency safety considerations or lawful exercise of the police power. Lessee shall not do or permit anything to be done which will interfere with the free access and passage of others to space adjacent to the Leased Premises or in any streets or roadways on the Airport. ARTICLE 8: INSURANCE AND DAMAGE TO THE LEASED PREMISES 8.1 Lessee, at its sole cost and expense, shall procure and maintain throughout the term of this Agreement insurance protection for all risk coverage on the improvements which are part of the Leased Premises, to the extent of one hundred percent (100%) of the actual replacement cost thereof. Such insurance shall be written by insurers reasonably acceptable to the City. The insurance shall provide for 30 days’ notice of cancellation or material change, by certified mail, return receipt requested, to the City, Attention: Airport Manager. 8.1.1 The above-stated property insurance shall be for the benefit and to safeguard the interests of the Lessee and City. Both the City and Lessee shall be named primary insureds. Page 105 of 187 9 8.1.2 If any losses are estimated to exceed one-third of the current value of the Facilities, the City shall solely adjust and settle such losses with the insurers. If the estimated loss does not exceed one-third of the current value of the Facilities, the loss shall be adjusted solely by the Lessee. Each party shall consult with the other obtain a settlement that covers the cost of repairing or rebuilding the improvements. 8.1.3 Lessee shall provide certificates of insurance, in a form acceptable to the City evidencing existence of all insurance required to be maintained prior to occupancy of the improvements. Upon the failure of Lessee to maintain such insurance as above provided, the City, at its option, may obtain such insurance (which may be single-interest) and charge the cost to Lessee as Additional Rent, which shall be payable on demand, or may give notice of default hereunder. ARTICLE 9: LIABILITY INSURANCE AND INDEMNITIES 9.1 The City shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and expenses of legal services, claimed or recovered by any person or entity, or occurring on the Leased Premises, or the Airport, or as a result of any operations, works, acts or omissions performed on the Leased Premises, or the Airport, by Lessee, its agents, servants, employees or authorized tenants, or their guests or invitees. Lessee shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and expenses of legal services, claimed or recovered by any person or entity, or occurring on the Leased Premises, or the Airport, or as a result of any operations, works, acts, or commission performed on the Leased Premises, or the Airport, solely by the City, their agents, servants, employees or authorized tenants, or their guests or invitees. In this regard, LESSEE expressly releases the City and each of its agents from their own negligence, , or other liability. 9.2 Lessee agrees to indemnify, save and hold harmless, the City, their officers, agents, servants and employees, of and from any and all costs, liability, damage and expense, including costs of suit and reasonable expenses of legal services, claimed or recovered, justly or unjustly, falsely, fraudulently or frivolously, by any person, firm or corporation by reason of injury to, or death of, any person or persons, including City personnel, and damage to, destruction or loss of use of any property, including City property, directly or indirectly arising from, or resulting from, any operations, works, acts or omissions of Lessee, its agents, servants, employees, contractors, or authorized tenants. Upon the filing with the City by anyone of a claim for damages arising out of incidents for which Lessee herein agrees to indemnify and hold the City harmless, the City shall notify Lessee of such claim and in the event that Lessee does not settle or compromise such claim, then Lessee shall undertake the legal defense of such claim on behalf of Lessee and the City. It is specifically agreed, however, that the City at its own cost and expense, may participate in the legal defense of any such claim. Any final judgment rendered against the City for any cause for which Lessee is liable hereunder shall be conclusive against Lessee as to liability and amount upon the expiration of the time for appeal. 9.3 Lessee shall procure and keep in force during the term of this Agreement policies of Commercial General Liability insurance, including airport premises, , commercial general, Page 106 of 187 10 automobile, and hangar-keepers legal liability insurance including coverage for aircraft or other property of others in the care, custody, or control of Lessee, insuring Lessee and the City, as an additional insured, against any liability for personal injury, bodily injury, death, or property damage. The limits of the liability shall not be less than the lower of: (1) the amount specified in Landlord's Airport Minimum Standards ("AMS") for the type of activity occurring on the Leased Premises; or (2) combined single limit of $2,000,000. No such policies shall be cancelable or subject to reduction in coverage limits or other modification except after 30 days prior written notice to the City. The policies shall be for the mutual and joint benefit and protection of Lessee and the City, and such policies shall contain a provision that the City, although named as an insured, shall nevertheless be entitled to recovery under said policies for any loss occasioned to it, its servants, agents, citizens, and employees by reason of negligence of Lessee (i.e. a fellow-insured write-back endorsement). Lessee shall provide certificates of insurance, in a form acceptable to the City as evidencing existence of all insurance required to be maintained prior to the commencement of the Agreement. Any insurance policy herein required or procured by Lessee shall contain an express waiver of any right or subrogation by the insurance company against the City, and an endorsement stating that the indemnity obligations set forth above are covered by such insurance. 9.4 Lessee represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, marks, names or slogans used by it in its operations under or in any way connected with this Agreement. Lessee agrees to save and hold the City, their officers, employees, agents and representatives free and harmless of and from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trademark or copyright, or arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Lessee under or in any way connected with this Agreement. ARTICLE 10: SIGNS Lessee shall have the right to install and maintain one or more signs on the Leased Premises identifying it and its operations. The subject matter, type, design, number, location and elevation of such signs, and whether lighted or unlighted, shall be subject to the Airport design standards, if any. No sign will be allowed that may be confusing to aircraft pilots or automobile drivers or other traffic. A City issued permit must be obtained prior to sign installation. ARTICLE 11: ASSIGNMENT AND SUBLEASE The prior written consent of the City shall be required for any sale, transfer, assignment or sublease of this Agreement and of the leasehold estate hereby created. The sale by Lessee of a majority interest or voting control of its equity shall constitute a transfer. Any purported transfer made without prior written consent from the City is void. ARTICLE 12: CONDEMNATION 12.1 If all or any portion of the Leased Premises is taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of appropriation, condemnation or eminent domain (or pursuant to a sale to such power or authority under the threat of condemnation or eminent domain), all rentals payable hereunder with respect to that portion of Page 107 of 187 11 the Leased Premises taken shall no longer be payable, and the proceeds, if any, from such taking or sale shall be allocated between the City and Lessee in accordance with the applicable condemnation law, with Lessee being entitled to compensation for the fair market value of the leasehold interest, improvements and personal property taken. If a portion of the Leased Premises is so taken or sold, and as a result thereof, the remaining part cannot reasonably be used to continue the authorized uses set forth in Article 3 hereof, then this Agreement shall terminate at Lessee’s election, and Lessee's obligation to pay rent and perform the other conditions of the lease shall be deemed to have ceased as of the date of such taking or sale. 12.2 The City expressly reserves the right to grant or take easements on rights-of-way across the Leased Premises if it is determined to be in the best interest of the City to do so. If the City grants or takes an easement or right-of-way across any of the Leased Premises, Lessee shall be entitled only to compensation for damages to all improvements owned by Lessee destroyed or physically damaged thereby, but not to damages for loss of use of the Leased Premises itself. Damages to improvements shall be determined by the reduction in fair market value of the improvements caused by said damage or cost of repair, whichever is less. 12.3 Lessee understands and agrees that the City have the right to take all or any portion of the Leased Premises, and any additions, alterations or improvements thereon, should the City, in their sole discretion, determine that said portion of the Leased Premises, and improvements thereon, are required for other Airport purposes, without initiating condemnation proceedings. If such action is taken, the City shall substitute comparable areas within the Airport, or any additions or extensions thereof, brought to the same level of improvement as the area taken. The City shall bear all expenses of bringing the substituted area to the same level of improvement to the area taken, and of moving Lessee's improvements, equipment, furniture and fixtures to the substituted area. If any of Lessee's improvements, equipment, furniture or fixtures cannot be relocated, the City shall replace, at their own expense, such non-relocatable improvements and other property with comparable property in the substituted area, and the City shall be deemed the owner of the non-relocated improvements and other property, free and clear of all claims of any interest or title therein by Lessee, any mortgagee, or any other third party whomsoever. It is the specific intent of this subparagraph that Lessee would be placed, to the extent possible, in the same position it would have been, had the City not substituted new premises for the Leased Premises; provided however, that the City shall not be obligated to reimburse Lessee for lost revenues or other costs due to such substitution. Nothing in this subparagraph shall be construed to limit the City' rights to condemn Lessee's leasehold rights and interests in the Leased Premises pursuant to state law. ARTICLE 13: NON-DISCRIMINATION 13.1 Lessee, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the Leased Premises, for a purpose for which a United States government program or activity is extended, Lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in federally-assisted Page 108 of 187 12 programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. 13.2 Lessee, for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: 13.2.1 No person on the grounds of race, color, disability or national origin shall be excluded from participating in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Leased Premises; 13.2.2 That in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, disability or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; 13.2.3 That Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in federally- assisted programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. 13.3 In this connection, the City reserve the right to take whatever action they might be entitled by law to take in order to enforce this provision following the 60 days written notice to Lessee of any alleged violation. This provision is to be considered as a covenant on the part of Lessee, a breach of which, continuing after notice by the City to cease and desist and after a determination that a violation exists made in accordance with the procedures and appeals provided by law, will constitute a material breach of this Agreement and will entitle the City, at their option, to exercise its right of termination as provided for herein, or take any action that it deems necessary to enforce compliance herewith. 13.4 Lessee shall include the foregoing provisions in every agreement or concession pursuant to which any person or persons, other than Lessee, operates any facility at the Leased Premises providing service to the public and shall include thereon a provision granting the City a right to take such action as the United States may direct to enforce such covenant. ARTICLE 14: GOVERNMENTAL REQUIREMENTS 14.1 Lessee shall procure all licenses, certificates, permits or other authorization from all governmental authorities, if any, having jurisdiction over Lessee's operations at the Leased Premises which may be necessary for Lessee's operations on the Airport. 14.2 Lessee shall pay all taxes, license, certification, permits and examination fees and excise taxes which may be assessed, levied, exacted or imposed on the Leased Premises or operation hereunder or on the gross receipts or gross income to Lessee there from, and shall make all applications, reports and returns required in connection therewith. Page 109 of 187 13 14.3 Lessee shall pay all water, sewer, utility and other applicable use taxes and fees, arising from its occupancy and use of the Leased Premises and/or the improvements thereon. 14.4 If the City is ever required to pay any of the foregoing, or is not paid any of the foregoing, then the City may collect such sums as additional rent. ARTICLE 15: RIGHTS OF ENTRY RESERVED 15.1 City shall at all times during ordinary business hours have the right to enter upon the Premises and Improvements for the purposes of: (i) inspecting the same; (ii) confirming the performance by Lessee of its obligations under this Agreement; (iii) doing any other act which City may be obligated or have the right to perform under this Agreement or reasonably related thereto; and (iv) for any other lawful purpose. Such inspections shall be made only on 48 hour advance notice except in cases of emergency. Such notice shall be sufficient if prominently posted on the primary building for 48 hours prior to the inspection. 15.2 Without limiting the generality of the foregoing, the City, by its officers, employees, agents, representatives, contractors and furnishers of utilities and other services, shall have the right, at its own expense, to maintain existing and future Airport mechanical, electrical and other utility systems and to enter upon the easements in the Leased Premises to make such repairs, replacements or alterations as may be necessary or advisable, in the reasonable opinion of the City, and from time to time to construct or install over, in or under existing easements within the Leased Premises such systems or parts thereof and in connection with such maintenance use the Leased Premises existing easements for access to other parts of the Airport otherwise not conveniently accessible; provided, however, that in the exercise of such rights of access, repair, alteration or new construction, the City shall not install a utility under or through any building on the Leased Premises or unreasonably interfere with the actual use and occupancy of the Leased Premises by Lessee, all such utilities to be placed within existing easements, except as provided in Article 14. Reservation of the aforesaid right by the City shall not impose or be construed to impose upon the City any obligation to repair, replace or alter any utility service lines now or hereafter located on the Leased Premises for the purpose of providing utility services only to the Leased Premises; provided, however, that if they repair, replace or alter any utility service lines now or hereafter located on the Leased Premises for the purpose of providing utility services to others, the City will restore the Leased Premises to their preexisting condition in a timely manner. Lessee will provide for the installation, maintenance and repair, at its own expense, of all service lines of utilities providing services only to the Leased Premises. City will repair, replace and maintain all other utility lines, at City' expense. 15.3 If any personal property of Lessee shall obstruct access of the City across the existing easements to any of the existing utility, mechanical, electrical and other systems, and thus shall interfere with the inspection, maintenance or repair of any such system pursuant to Section 16.2, Lessee shall move such property, as directed by the City or said utility company, upon reasonable notice by the City, in order that access may be had to the system or part thereof for inspection, maintenance or repair. If Lessee shall fail to so move such property after direction from the City or said utility company to do so, the City or the utility company may move it, and Lessee waives Page 110 of 187 14 any claim against the City for damages as a result there from, except for claims for damages arising from the City' negligence. ARTICLE 16: TERMINATION 16.1 Upon default by Lessee in the payment of rent, additional rent, or other sums due under this Agreement, the City shall give written notice to Lessee of such default. If such default has not been cured by the tenth calendar day following notice of default, the City may terminate this Agreement. 16.2 This Agreement shall terminate, at the option of the City, upon the appointment of a receiver or trustee of all, or substantially all, of Lessee's assets by a court of competent jurisdiction. The term “trustee” shall not include a trustee appointed under Title 11 of the United States Code. 16.3 Upon the default by Lessee in the performance of any covenant or condition required to be performed by Lessee other than the payment of money, and the failure of Lessee to remedy such default for a period of 30 days after the City sends written notice to remedy the same, the City may terminate this Agreement, unless Lessee establishes that such default is incapable of cure within 30 days, in which case Lessee shall not be in default if it diligently and continuously pursues cure of the default. In no event, however, shall the cure period extend beyond 180 days. 16.4 Upon termination of this Agreement for any reason, all rights of Lessee, authorized lessees, and any other person in possession shall terminate, including all rights or alleged rights of creditors, trustees, assigns, and all others similarly so situated as to the Leased Premises. Except as may be expressly provided to the contrary elsewhere herein, upon termination of this Agreement for any reason, the Leased Premises and all improvements located thereon, and all equipment and fixtures therein, shall be and become the property of the City, free and clear of all encumbrances and all claims of Lessee, its subtenants, creditors, trustees, assigns and all others, and the City shall have immediate right of possession of the Leased Premises and such improvements. 16.5 Failure by the City or Lessee to take any authorized action upon default by Lessee of any of the terms, covenants or conditions required to be performed, kept and observed by Lessee shall not constitute a waiver of said default nor of any subsequent breach or default of any of the terms, covenants and conditions in this Agreement. Acceptance of rentals by the City from Lessee, or performance by the City under the terms hereof, for any period or periods after a default by Lessee of any of the terms, covenants and conditions herein shall not be deemed a waiver or create an estoppel of any right of the City to terminate this Agreement for any subsequent failure by Lessee to so perform this Agreement. 16.6 If Lessee ceases to conduct its authorized Aeronautical Activities on the Leased Premises for a period of 12 consecutive months, the City may terminate this Agreement by written notice to Lessee given at any time while such cessation continues, unless Lessee resumes such activities within 60 days following receipt of written notice from the City of such intent to terminate this Agreement. An unauthorized sublease or assignment of Lessee’s rights herein shall constitute a cessation of aeronautical activities. Page 111 of 187 15 ARTICLE 17: SURRENDER AND RIGHT OF RE-ENTRY 17.1 Upon the expiration, cancellation or termination of this Agreement pursuant to any terms hereof, Lessee agrees peaceably to surrender up the Leased Premises to the City in the condition required by Article 5. Upon such expiration, cancellation or termination, the City may re-enter and repossess the Leased Premises together with all improvements and additions thereto, or pursue any remedy permitted by law for the enforcement of any of the provisions of this Agreement, at the City's election. 17.2 If Lessee remains in possession of the Leased Premises after the expiration, cancellation or termination of this Agreement without written agreement with respect thereto, then Lessee shall be deemed to be occupying the Leased Premises as a tenant at-sufferance, subject to all of the conditions, provisions and obligations of this Agreement, but without any rights to extend the term of this Agreement. The City’s acceptance of rent from Lessee in such event shall not alter the status of Lessee as a tenant at sufferance whose occupancy of the Leased Premises may be terminated by City at any time. ARTICLE 18: SERVICES TO LESSEE Except in cases of emergency, in which case no notice shall be required, City will endeavor to give not less than 14 days prior written notice to Lessee of any anticipated temporary Airport closure, for maintenance, expansion or otherwise. Notwithstanding the above, the City shall not be deemed to be in breach of any provision of this Article 19 in the event of a permanent closure of the Airport. Provided, however, that if such permanent closure is in connection with the construction of a new airport by the City, Lessee shall have the option to enter into a substitute hangar ground lease agreement with the City, for the use of a portion of such new airport not smaller than the Leased Premises, under financial terms which are no less favorable than those set forth herein. ARTICLE 19: SURVIVAL OF THE OBLIGATIONS OF LESSEE 19.1 If this Agreement shall have been terminated due to default by Lessee in accordance with notice of termination as provided in Article 17, all of the obligations of Lessee under this Agreement shall survive such termination, re-entry, regaining or resumption of possession and shall remain in full force and effect for the full term of this Agreement, and the amount or amounts of damages or deficiency shall become due and payable to the City to the same extent, at the same time or times, and in the same manner as if no termination, re-entry, regaining or resumption of possession had taken place. The City may maintain separate actions each month to recover the damage or deficiency then due or at its option and at any time may sue to recover the full deficiency less the proper discount, for the entire unexpired term of this Agreement. 19.2 The amount of damages for the period of time subsequent to termination (or re- entry, regaining or resumption of possession) on account of Lessee's rental obligations shall be the sum of the following: Page 112 of 187 16 19.2.1 The amount of the total of all installments of rents, less the installments thereof payable prior to the effective date of termination; and 19.2.2 An amount equal to all expenses incurred by the City and not reimbursed in connection with regaining possession, restoring the Leased Premises required by paragraph 19, above, acquiring a new lease for the Leased Premises, legal expenses (including, but not limited to, attorneys’ fees) and putting the Leased Premises in order. 19.3 There shall be credited to the account of Lessee against its survived obligations hereunder, the amount actually received from any lessee, licensee, permittee, or other occupier in connection with the use of the said Leased Premises or portion thereof during the balance of the term of use and occupancy as the same is originally stated in this Agreement, and the market value of the occupancy of such portion of the Leased Premises as the City may themselves during such period actually use and occupy. No such use and occupancy shall be, or be construed to be, an acceptance of a surrender of the Leased Premises, nor shall such use and occupancy constitute a waiver of any rights of the City hereunder. 19.4 The provisions of this Article 20 shall not be applicable to termination of this Agreement pursuant to Section 3.1.2 or Section 4.4, or if expressly provided to the contrary elsewhere in this Agreement. ARTICLE 20: USE SUBSEQUENT TO CANCELLATION OR TERMINATION The City shall, upon termination or cancellation, or upon re-entry, regaining or resumption of possession, have the right to repair and to make structural or other changes in the Leased Premises, including changes which alter its character and the suitability thereof for the purposes of Lessee under this Agreement, without affecting, altering or diminishing the obligations of Lessee hereunder, provided that any structural changes shall not be at Lessee's expense. ARTICLE 21: NOTICES 21.1 Any notice, consent, approval or other communication given by either party to the other relating to this Agreement shall be in writing, and shall be delivered in person, sent by certified mail, return receipt requested, sent by reputable overnight courier, or sent by facsimile transmission (with evidence of such transmission received) to such other party at the respective addresses set forth below (or at such other address as may be designated from time to time by written notice given in the manner provided herein). Such notice shall, if hand delivered or personally served, be effective immediately upon receipt. If sent by certified mail, return receipt requested, such notice shall be deemed given on the third business day following deposit in the United States mail, postage prepaid and properly addressed; if delivered by overnight courier, notice shall be deemed effective on the first business day following deposit with such courier; and if delivered by facsimile, notice shall be deemed effective when received. Notice to the City is not effective unless sent concurrently to BOTH the City Attorney and the Airport Manager. 21.2 The notice addresses of the parties are as follows: Page 113 of 187 17 To the City: Airport Manager Georgetown Municipal Airport PO Box 409 Georgetown, TX 78627 Telephone: 512-930-3666 City Attorney City of Georgetown, Texas 510 W. 9th Street Georgetown, Texas 78728 Telephone: 512-930-8165 To Lessee: Wood Aviation, Inc. 502 S. Hangar Dr. Georgetown. Texas 78628 ARTICLE 22: SUBORDINATION CLAUSES 22.1 This Agreement is subject and subordinate to the following: 22.1.1 The City reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee, provided Lessee is not deprived of the use or access to the Leased Premises or any of Lessee's rights under this Agreement and unless said activities by the City shall result in the loss of convenient access to the Leased Premises by motor vehicles and/or aircraft owned or operated by Lessee or Lessee's assigns, subtenants, renters, agents, employees or invitees. 22.1.2 The City reserves the right to take any action it considers necessary to protect the aerial approaches to the Airport against obstruction, together with the right to prevent Lessee from erecting or permitting to be erected any building or other structure on the Airport which would limit the usefulness of the Airport or constitute a hazard to aircraft. 22.1.3 This Agreement is and shall be subordinate to the provision of existing and future agreements between the City and the United States or the State of Texas relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the obtaining or expenditure of federal funds, services, or property for the benefit of the Airport. 22.1.4 During national emergency, the City shall have the right to lease all or any part of the landing area or of the airport to the United States or Texas National Guard for military use, and if any such lease is executed, the provisions of this Agreement insofar as they may be inconsistent with the provisions of such lease to the government, shall be suspended, but such suspension shall not extend the term of this Agreement. Abatement of rentals shall be reasonably determined by the City and Lessee in proportion to the degree of interference with Lessee's use of Page 114 of 187 18 the Leased Premises. Lessee is notified that pursuant to the terms of the 1942 transfer of the Airport from the United States to the City, during time of national emergency the Secretary of Defense may designate all or any portion of the Airport subject to the exclusive use of the United States. 22.1.5 Except to the extent required for the performance of any obligations of Lessee hereunder, nothing contained in this Agreement shall grant to Lessee any rights whatsoever in the airspace above the Leased Premises other than those reasonably necessary to Lessee's enjoyment of the Leased Premises and City' Airport facilities and which are consistent with Federal Aviation Administration rules, regulations and orders currently or subsequently effective. Further, Lessee's rights in airspace above the Leased Premises and the Airport and the Airport facilities shall be not less than the rights therein by other users of the Airport and Airport facilities. ARTICLE 23: GENERAL PROVISIONS 23.1 Remedies Nonexclusive. All remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of, or exclusive of, each other, or of any other remedy available to the City, or Lessee, at law or in equity, and the exercise of any remedy, or the existence herein of other remedies or indemnities shall not prevent the exercise of any other remedy provided that the City' remedies in the event of default shall not exceed those set forth in this Agreement. 23.2 Individuals Not Liable. No director, officer, agent or employee of the City shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or of any supplement, modification or amendment to this Agreement because of any breach thereof, or because of his or their execution or attempted execution thereof. 23.3 Estoppel Certificate. At the request of Lessee in connection with an approved assignment of its interest in this Agreement, the City shall execute and deliver a written statement identifying itself as the Lessor under this Agreement and certifying such facts as may actually be true. 23.4 Recording of Lease. This Agreement shall be recorded by the City, and the costs of such recordation, and any closing costs associated with this Agreement, its execution and recordation, shall be billed to and paid by Lessee as additional rent. The City may file an appropriate UCC notice advising of its contractual landlord liens herein. 23.5 Dispute Resolution. This Agreement shall be performable and enforceable in Williamson County, Texas, and shall be construed in accordance with the laws of the State of Texas. Exclusive jurisdiction and venue for all disputes between the parties shall lie in the state courts located within Williamson County, Texas. The parties waive right to trial by jury. 23.6 No Third Party Beneficiaries. This Agreement is made for the sole and exclusive benefit of the City and Lessee, their successors and assigns, and is not made for the benefit of any third party. Page 115 of 187 19 23.7 No Oral Agreements; Integration. All prior oral and written communications between agents of the parties are deemed to be merged and integrated into this document, and the parties disclaim reliance upon any such communications. This Agreement constitutes the entire agreement of the parties hereto and may be changed, modified, discharged or extended by written instrument duly executed by the City and Lessee. The parties agree that no representations or warranties shall be binding upon the City or Lessee unless expressed in writing. 23.8 Quite Enjoyment. The City covenants and warrants that it is the owner of the Leased Premises and that Lessee upon payment of rentals herein provided for and performance of provisions on its part to be performed, shall and may peacefully possess and enjoy the Leased Premises during the term hereof and any extensions hereof without any interruption or disturbance. 23.9 Severability. The invalidity of any provisions, articles, paragraphs, portions or clauses of this Agreement shall have no effect upon the validity of any other part or portion hereof, so long as the remainder shall constitute an enforceable agreement. Furthermore, in lieu of such invalid provisions, articles, paragraphs, portions or clauses, there shall be added automatically as a part of this Agreement, a provision as similar in terms to such invalid provision as may be possible and be legal, valid and enforceable. 23.10 Prior Assignment Moot. The assignment dated February 1, 2018, from Marvin Cressman to Larry Wood concerning the Leased Premises is rendered moot by this lease to Wood Aviation, Inc., which is owned by Larry Wood. Accordingly, the City neither approves nor denies such assignment. ARTICLE 24: HAZARDOUS MATERIALS 24.1 Lessee shall not cause or permit any Hazardous Materials to be used, produced, stored, transported, brought upon, or released on, under, or about the Premises or the Airport by Lessee or Lessee’s Associates in violation of applicable federal, state, or local environmental laws, regulations, and ordinances (“Environmental Laws”). Lessee is responsible for any such violation as provided in this Agreement, and shall fully indemnify and hold harmless the City from all fees, fines, costs and damages related in any manner to any release of Hazardous Material or legal violation. 24.2 Lessee agrees that in the event of a release or threat of release of any Hazardous Material by Lessee at the Airport, Lessee shall provide Lessor with prompt notice of the same. Lessee shall respond to any such release or threat of release in accordance with applicable Laws and Regulations. If Lessor has reasonable cause to believe that any such release or threat of release has occurred, Lessor may request, in writing, that Lessee conduct reasonable testing and analysis (using qualified independent experts acceptable to Lessor) to show that Lessee is complying with applicable Environmental Laws. Lessor may conduct the same at Lessee’s expense if Lessee fails to respond in a reasonable manner. Lessee shall cease any or all of Lessee’s activities as Lessor determines necessary, in its sole and absolute discretion, in connection with any investigation, cure, or remediation. If Lessee violates any Environmental Laws at the Airport (whether due to the release of a Hazardous Material or otherwise), Lessee, at Lessee’s expense, shall have the following obligations, which shall survive any expiration or termination of this Agreement: (i) promptly remediate such violation in compliance with Page 116 of 187 20 applicable Environmental Laws; (ii) submit to Lessor a written remediation plan, and Lessor reserves the right to approve such plan (which approval shall not be unreasonably withheld) and to review and inspect all work; (iii) work with Lessor and other governmental authorities having jurisdiction in connection with any violation; and (iv) promptly provide to Lessor copies of all documents pertaining to any environmental concern that are not subject to Lessee’s attorney-client privilege. 24.3 To the extent that Lessee is a co-permittee with Lessor in connection with any permit relating to the environment at the Airport, or to the extent that any of Lessee’s operations in connection with this Agreement or otherwise may impact Lessor’s compliance with any such permit, Lessee shall work cooperatively with Lessor and other lessees and take all actions necessary to ensure permit compliance, and minimize the cost of such compliance, for the benefit of Airport operations. 24.4 Upon any expiration or termination of this Agreement, and upon any change in possession of the Premises authorized by Lessor, Lessee shall demonstrate to Lessor’s reasonable satisfaction that Lessee has removed any Hazardous Materials and is in compliance with applicable Environmental Laws. Such demonstration may include, but is not limited to, independent analysis and testing to the extent that facts and circumstances warrant analysis and testing, such as evidence of past violations or specific uses of the premises. These obligations survive any termination of this Agreement. ARTICLE 25: STORMWATER COMPLIANCE 25.1 Notwithstanding any other provisions or terms of this Agreement, Lessee acknowledges that the Airport is subject to federal storm water regulations, 40 C.F.R. Part 122, for "vehicle maintenance shops" (including vehicle rehabilitation, mechanical repairs, painting, fueling and lubrication), equipment cleaning operations and/or deicing operations that occur at the Airport, as defined in these regulations, and state law concerning the prohibition against water pollution, as provided for in Tex. Water Code Ann. § 26.121, (Vernon 1988 & Supp. 1996). Lessee further acknowledges that it is familiar with these storm water regulations, that it conducts or operates "vehicle maintenance" (including vehicle rehabilitation, mechanical repairs, painting, fueling and lubrication), equipment cleaning operations and/or deicing activities as defined in the federal storm water regulations; and that it is aware that there are significant penalties for submitting false information, including fines and imprisonment for knowing violations. 25.2 Notwithstanding any other provisions or terms of this Agreement, Airport acknowledges that it has obtained an TPDES Multi-Sector General Permit for storm water discharges as required by the applicable regulations for the Airport, including the Property occupied or operated by the Lessee. Lessee acknowledges that the storm water discharge permit issued to the Airport may designate Lessee as a co-permittee under said permit. 25.3 Notwithstanding any other provisions or terms of this Agreement, including the Lessee's right to quiet enjoyment, Airport and Lessee both acknowledge that close cooperation is necessary to ensure compliance with any storm water discharge permit terms and conditions, as well as to ensure safety and to minimize costs. Lessee acknowledges that, as discussed more fully Page 117 of 187 21 below, it may be required to undertake to minimize the exposure of storm water (and snow melt) to "significant materials" generated, stored, handled or otherwise used by the Lessee, as defined in the federal storm water regulations, by implementing and maintaining "Best Management Practices." Lessee acknowledges that the Airport's storm water discharge permit is incorporated by reference into this Lease and any subsequent renewals. 25.4 Airport will provide Lessee with written notice of the requirements contained in the Airport's storm water discharge permit which Lessee will be obligated to perform from time to time, including, but not limited to: Certification of non-storm water discharges; collection of storm water samples; preparation of storm water pollution prevention or similar plans; implementation of "good housekeeping" measures of Best Management Practices; and maintenance of necessary records. Such written notice shall include applicable deadlines. Lessee, within 7 days of receipt of such written notice, shall notify Airport in writing if it disputes any of the storm water discharge permit requirements it is being directed to undertake. If Lessee does not provide such timely notice, it is deemed bound to undertake steps necessary to comply with such requirements. 25.5 Lessee agrees to undertake, at its sole expense, unless otherwise agreed to in writing between Airport and Lessee, those storm water discharge permit requirements for which it has received written notice from the Airport. Lessee warrants that it shall meet any and all deadlines that may be imposed on or agreed to by Airport and Lessee. Lessee acknowledges that time is of the essence. 25.6 Airport agrees to provide Lessee, at its request, with any non-privileged information collected and submitted to any governmental entity(ies) pursuant to applicable storm water regulations. 25.7 Lessee agrees that the terms and conditions of the Airport's storm water discharge permit may change from time to time and hereby appoints Airport as its agent to negotiate with the appropriate governmental entity(ies) any such permit modifications. 25.8 Airport will give Lessee written notice of any breach by Lessee of the Airport's storm water discharge permit or the provisions of this section. Such a breach is material, and, if of a continuing nature, Airport may terminate this Agreement pursuant to the terms of the Agreement, if the breach is not promptly cured by Lessee. Lessee agrees to cure any such breach within 30 days following receipt of written notice by Airport of such breach. 25.9 Lessee agrees to participate in any Airport-organized task force or other work group established to coordinate storm water activities at the Airport. 25.10 Notwithstanding any other provisions of this Agreement, Lessee agrees to indemnify and hold harmless Airport and other Lessees for any and all claims, demands, costs (including attorneys fees), fees, fines, penalties, charges and demands by and liability directly or indirectly arising from Lessee's actions or omissions, including failure to comply with Lessee's obligations under this Article, the applicable storm water regulations, and storm water discharge Page 118 of 187 22 permit, unless the result of Airport's sole negligence. This indemnification shall survive any termination or non-renewal of the Agreement. 25.11 Definitions. 25.11.1 Storm Water. Storm water runoff, snow melt runoff, and surface runoff and drainage. 25.11.2 Storm Water Discharge Associated with Industrial Activity. As defined by EPA, storm water discharge associated with industrial activity means the discharge associated with any conveyance which is used for collecting and conveying storm water, and which is directly related to manufacturing, processing or raw materials storage areas at an industrial plant. The term does not include discharges from facilities or activities excluded from the NPDES program under 40 C.F.R. Part 122. For the categories of industries identified in subparagraphs (I) through (x) of the subsection, the term includes, but is not limited to, storm water discharges from industrial plant yards; immediate access roads and rail lines used or traveled by carriers of raw materials, manufactured products, waste material, or by-products used or created by the facility; material handling sites; refuse sites; sites used for the application or disposal of process waste waters (as defined at 40 C.F.R. 401); sites used for the storage and maintenance of material handling equipment; sites used for residual treatment storage, or disposal; shipping and receiving area; manufacturing buildings; storage areas (including tank farms) for raw materials, and intermediate and finished products; and areas where industrial activity has taken place in the past and significant materials remain and are exposed to storm water. For the categories of industries identified in subparagraph (xi), the term includes only storm water discharges from all areas (except access roads and rail lines) that are listed in the previous sentence where material handling equipment or activities, raw materials, intermediate products, final products, waste materials, by-products, or industrial machinery are exposed to storm water. For the purpose of this paragraph, material handling activities include the storage, loading and unloading, transportation, or conveyance of any raw material, intermediate product, finished product, by industrial activities, such as office buildings and accompanying parking lots as long as the drainage from the excluded areas is not mixed with storm water drained from the above described area. Industrial facilities (including industrial facilities that are Federal, State, or municipally owned or operated which meet the description of the facilities listed in this paragraph (i) - (ix) include those facilities designated under the provisions of 122.26(a)(1)(v) . . . 25.11.3 Significant Materials. Include, but are not limited to, raw materials; fuels; materials such as solvents detergents and plastic pellets; finished materials such as metallic products, raw materials used in food processing or production; hazardous substances designated under section 101(14) of CERCLA; any chemical the facility is required to report pursuant to section 313 of title III of SARA; fertilizers; pesticides; and waste products such as ashes, slag and sludge that have a potential to be released with storm water discharges. [See 40 C.F.R. 122.26(b)(12).] 25.11.4 Best Management Practices (BMP). Term describes practices employed to prevent or reduce source water pollution, such as the construction of runoff-retention basins and replanting eroding surfaces. Page 119 of 187 23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF GEORGETOWN, TEXAS Dale Ross, Mayor ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney LESSEE: WOOD AVIATION, INC. By: ________________________________ Larry Wood, President Page 120 of 187 Page 121 of 187 Page 122 of 187 Page 123 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Cons id eration and p o s s ib le rec o mmendation for ap p ro val o f an Assignment of an airp o rt Land Leas e from RA General S ervic es to Wood Aviation, Inc . – Rus s Vo lk, C.M., Airp o rt Manager and Octavio A. Garza, P.E., C.P.M, P ublic Works Directo r. ITEM SUMMARY: RA General Servic es p rovid ed notic e o f the d es ire to reas s ign the current land lease lo cated at 301 S . Hangar Dr. on the Geo rgeto wn Munic ip al Airp o rt to Wo o d Aviatio n, Inc . Wo o d Aviatio n, Inc. und ers tands and agrees with all the terms and c o nditio ns of the exis ting leas e. The current land leas e was executed o n 26 Ap ril 2007 with an expiratio n date of 25 April 2037. The City Attorney's Office has p rep ared the new leas e doc uments to acc omplis h this as s ignment. STAFF RECOMMENDATION Staff rec o mmend s approval of this assignment. FINANCIAL IMPACT: N/A SUBMITTED BY: Rus s Vo lk, C.M., Airport Manager ATTACHMENTS: Description Type Leas e Document 301 S. Hangar Dr.Backup Material Exhibit A 301 S. Hangar Dr.Backup Material Page 124 of 187 1 LAND / FACILITY LEASE AGREEMENT CITY OF GEORGETOWN, TEXAS Lessor AND Wood Aviation, Inc. 301 S. Hangar Drive Georgetown, TX 78628 Lessee Page 125 of 187 2 LEASE AGREEMENT THIS LAND / FACILITY LEASE (“Agreement”) is effective this ____ day of ________, 2018, between the CITY OF GEORGETOWN, TEXAS, a Texas home-rule city (“City” or “Lessor”) and Wood Aviation, Inc., ("Lessee"). Preliminary Statements A. The City owns and operates an airport known as the Georgetown Municipal Airport (KGTU) located in Williamson County, Texas (the "Airport"); B. The City and Lessee desire to enter into this Agreement for the use and occupancy of certain areas at the Airport; C. The City desires to accommodate, promote and enhance general aviation at the Airport. Lessee desires assurance of the Airport's continued availability as a base for aircraft; and D. In consideration of the premises and of the rents, covenants and conditions herein contained, the City does hereby lease to Lessee the area(s) of the Airport described in Article 2 hereof (the "Leased Premises"), as follows: ARTICLE 1: TERM AND OPTION The initial term of this Agreement shall commence at 12:01 a.m. on _______________, 2018, and expire at 11:59 p.m. on April 25, 2037 (the “Initial Term”), unless sooner terminated in accordance with this Agreement. ARTICLE 2: DESCRIPTION OF LEASED PREMISES The Leased Premises consist of the parcel of land described in Exhibit A, comprising 54,885.6 square feet of land, and the hangar constructed on such premises. The Lessee acknowledges that: (1) the Lessor makes no representations or warranty regarding the suitability of the Leased Premises for the Lessee’s intended purposes, or the presence or absence of environmental, geologic, or other site conditions that may affect the Lessee's use of the Leased Premises; (2) Lessee accepts full responsibility for determining the suitability of the Leased Premises for its intended purposes; (3) Lessee has inspected and performed all tests and investigations of the Leased Premises for its intended purposes; and (4) Lessee is accepting the Leased Premises “as is,” in their present condition. Lessee expressly disclaims reliance upon any statement, oral or written, made by any agent of the City concerning the condition, suitability, or business prospects of the Leased Premises. ARTICLE 3: USE OF LEASED PREMISES 3.1 Lessee shall use and occupy the Leased Premises for the following purposes and for no other purpose whatsoever unless approved in writing by City: Page 126 of 187 3 3.1.1 For the operation of the existing structures (the “Hangar”) to be used for the storage of aircraft and aircraft parts. No sublease shall be valid unless each such sublease is approved in writing by the City and conforms to all applicable laws and the Airport Rules and Minimum Standards then in effect (the “Rules” and “Minimum Standards”). Any commercial use must also be consistent with the City of Georgetown, Texas, building, use and zoning regulations and requirements applicable to the Leased Premises. Lessee warrants that all aircraft based at the Leased Premises shall comply with noise standards established under Part 36 of Title 14 of the Code of Federal Regulations, ("FAR 36") as amended from time to time. The Leased Premises shall not be used for residential purposes. Lessee shall comply with all Grant Assurances (www.faa.gov/airports/aip/grant_assurances/media/airport-sponsor-assurances-aip.pdf) in favor of the State of Texas or the United States. All of Lessee’s rights shall be subordinate to such Grant Assurances and other obligations to the United States or State of Texas. 3.1.2 The City makes no representations, guarantees, or warranties that the Leased Premises may be lawfully used for the purposes set forth in this Article 3.1. Lessee shall have the sole responsibility of obtaining all applicable permits or other governmental approvals necessary to use the Leased Premises. This Agreement is expressly conditioned upon Lessee obtaining all such permits and approvals, and the failure of Lessee to obtain any such permits or approvals within six months following the commencement date set forth in Article 1.1 shall constitute an event of default. The failure of Lessee to maintain any such permits or approvals during the term of this Agreement shall result in termination of this Agreement pursuant to Article 18. 3.1.3 During the term of this Agreement, Lessee must regularly house at least one airworthy aircraft in the Hangar and each Hangar shall be used for Aeronautical Activities only, unless the prior written permission of the City is first obtained. The term “Aeronautical Activities” shall mean any activity or service that involves, makes possible, facilitates, is related to, assists in, or is required for the operation of aircraft, or which contributes to or is required for the safety of aircraft operations. 3.1.4 City reserves unto itself, its patrons, visitors, and other lessees and their patrons, visitors, and employees, the right of flight for the passage of aircraft above the surface of the Leased Premises, together with the right to cause in such air space such noise, dust, interference as may be inherent in the operation of aircraft now known or hereafter in use, including the right of using said air space for landing at, taking off from, or operating at or near the Airport. 3.1.5 This Agreement is subject to the right of the United States of America to have exclusive or non-exclusive use, control and possession, without charge, of the Airport or any portion thereof during periods of national emergency. ARTICLE 4: RENT 4.1 Lessee agrees to pay to the City during the Initial Term hereof an annual base rent of $1066.82 per month. 4.2 The base rental rate shall be adjusted on April 1, 2022, to reflect changes in the C.P.I. for the preceding 5 years. The term "C.P.I." as used herein shall mean the Consumer Price Index for all Urban Consumers, all items, Selected Large City, for the Austin, Texas Area as published Page 127 of 187 4 by the Bureau of Labor Statistics of the United States Department of Labor, 1982-84 base = 100. In the event the base year is changed, the C.P.I. shall be converted to the equivalent of the base year 1982-84 = 100. In the event the Bureau of Labor Statistics ceases to use the C.P.I., or this index, an equivalent or comparable economic index will be used. 4.3 The rent payable hereunder may be paid in advance in annual installments, or shall be paid in equal monthly installments on the first day of each month in advance at such office as may be directed in writing by the City. Payments due to the City under this Agreement shall be paid without offset of any kind, and Lessee waives all common law and statutory rights of offset. In addition to any other remedies provided in this Agreement, if any rental, fee, charge, or other item of Additional Rent set forth in this Agreement is not paid to the City within 15 days of the date due, Lessee agrees to pay a late charge of 10% for each such late payment, and default interest shall accrue on such payment from 30 days after the date the payment was due, at a rate of 12% per annum. 4.4 Lessee shall keep the Leased Premises, and the Hangar, Ramp and any and all structures constructed by Lessee on the Leased Premises or located on the Leased Premises (collectively, the “Improvements”), free and clear of any liens and encumbrances, and shall indemnify, hold harmless and defend the City from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction of Lessee. If any lien is filed, Lessee shall do all acts necessary to discharge such lien within ten days of filing, or if Lessee desires to contest any lien, then Lessee shall deposit with the City such security as the City shall reasonably demand to insure the payment of the lien claim. If Lessee shall fail to pay any lien claim when due or shall fail to deposit the security with the City, then the City shall have the right to expend all sums necessary to discharge the lien claim, and Lessee shall pay the City, as additional rental when the next rental payment is due, all sums expended by the City in discharging any lien, including reasonable attorneys’ fees and costs, and interest at 12% on the sums expended by the City from the date of expenditure to the date of payment by Lessee. 4.5 Lessee agrees to comply with the Airport Rules and Minimum Standards adopted by the City for the Airport, as they now exist or as they may hereafter be adopted or amended. Fees due under such Minimum Standards or pursuant to any license issued for commercial activities conducted in whole or part on the Leased Premises, may be collected by the City as additional rent under this Agreement, in addition to any other remedies available to the City. 4.6 Holdover rent shall be due at the rate of 200% of ordinary rent. ARTICLE 5: ACCEPTANCE, CARE, MAINTENANCE, IMPROVEMENTS AND REPAIR 5.1 Lessee acknowledges that it has inspected the Leased Premises, conducted such studies and tests thereof (including environmental tests) as it deems necessary, and accepts possession of the Leased Premises "as is" in its present condition, and, subject to all limitations imposed upon the use thereof by the rules and regulations of the Federal Aviation Administration, the rules and regulations of the Airport, and by ordinances of the City, and admits its suitability and sufficiency. The City shall not be required to maintain nor to make any improvements, repairs or Page 128 of 187 5 restoration upon or to the Leased Premises or to any of the improvements presently located thereon or placed thereon by Lessee. 5.2 Lessee shall, throughout the term of this Agreement, assume the entire responsibility, cost, and expense for all repair and maintenance whatsoever on the Leased Premises and all improvements thereon, and shall perform in a good workmanlike manner all necessary repairs, maintenance, whether ordinary or extraordinary, structural or otherwise. Additionally, Lessee, without limiting the generality hereof, shall: 5.2.1 Keep at all times, in a clean and orderly condition and appearance, the Leased Premises, all improvements thereon and all of Lessee's fixtures, equipment and personal property which are located on any part of the Leased Premises. Lessee shall not park or leave, or allow to be parked, aircraft on the taxiways, ramps or pavement adjacent to any Hangar in a manner which unduly interferes with or obstructs access to other hangars or movement on adjacent taxiways. 5.2.2 Provide and maintain on the Leased Premises all obstruction lights and similar devices, and safety equipment required by law. 5.2.3 Take measures to prevent erosion, including without limitation the planting and replanting of grasses with respect to all portions of the Leased Premises not paved or built upon. Lessee shall maintain and replant any landscaped areas. 5.2.4 Be responsible for the maintenance and repair of all utility services lines placed on the Leased Premises and used by Lessee exclusively, including without limitation water lines, gas lines, electrical power and telephone conduits and lines, sanitary sewers and storm sewers. 5.2.5 If Lessee discovers any hazardous material on the Leased Premises, it will promptly notify the City in writing. 5.2.6 The City shall have the right to conduct periodic detailed inspections of the Leased Premises not more often than twice per year. If any maintenance deficiencies are discovered for which Lessee is responsible under this Agreement, the City may require Lessee to correct such deficiencies, whether ordinary or capital in nature. Capital items having a useful estimated life beyond the date on which Lessee actually vacates the Leased Premises shall be reimbursed by the City to the Lessee on an equitably pro-rated basis. ARTICLE 6: ADDITIONAL OBLIGATIONS OF LESSEE 6.1 Lessee shall conduct its operations in an orderly and proper manner, considering the nature of such operations, so as not to unreasonably annoy, disturb, endanger or offend others. 6.2 Further, Lessee shall take all reasonable measures: Page 129 of 187 6 6.2.1 To reduce to a practicable minimum vibrations tending to damage any equipment, structure, buildings or portions of buildings. 6.2.2 Not to produce or allow to be produced on the Airport, through the operation of machinery or equipment, any electrical, electronic or other disturbances that interfere with the operation by the City or the Federal Aviation Administration of air navigational, communication or flight equipment on the Airport or on aircraft using the Airport, or with ground transportation communications. 6.3 Lessee and its agents shall comply with all federal, state and municipal laws, ordinances, rules, regulations and requirements, the Airport’s Minimum Standards, Airport security rules and regulations, and other Airport Rules and regulations, as they now exist or may hereafter be amended or promulgated. 6.4 Lessee shall commit no nuisance, waste or injury on the Leased Premises, and shall not do, or permit to be done, anything that may result in the creation, commission or maintenance of such nuisance, waste or injury on the Leased Premises. 6.5 Lessee shall neither do nor permit anything which may interfere with the effectiveness or accessibility of the drainage system, sewerage system, fire protection system, sprinkler system, alarm system and fire hydrants and hoses, if any, installed or located on the Leased Premises. 6.6 Lessee shall neither do nor permit any act or thing which will invalidate or conflict with any fire insurance policies or regulations applicable to the Leased Premises or other contiguous premises at the Airport. 6.7 Lessee shall not install, maintain, operate or permit the installation, maintenance or operation of any restaurant, kitchen, stand or other establishment of any type for the sale of food unless required permits for that activity are first obtained from the City. 6.8 Except for uses permitted under Article 3 hereof to be performed by Lessee, Lessee shall not provide or allow to be provided aircraft flight instruction of any sort, air taxi, aircraft charter or aircraft leasing of any sort on the Leased Premises, for commercial purposes, without all required development approvals, and a License from the City if and as required by the Airport’s Minimum Standards or Rules then in effect. 6.9 Lessee will conduct its operations in such a manner as to keep the noise produced by aircraft engines and component parts thereof, and any other noise, to a minimum, by such methods as are practicable, considering the extent and type of the operations of Lessee and the limitations of federal law. In addition, Lessee will employ the maximum amount of noise arresting and noise reducing devices that are available and economically practicable, considering the extent of their operations, but in no event less than those devices required by federal, state or local law. In its use of the Leased Premises, Lessee shall take all possible care, exercise caution, and use commercially reasonable efforts to minimize prop or jet blast interference and prevent jet blast damage to aircraft operating on taxiways and to buildings, structures and roadways, now located on or Page 130 of 187 7 which in the future may be located on areas adjacent to the Leased Premises. If the City determines that Lessee has not curbed the prop or jet blast interference or damage, Lessee covenants to erect and maintain at its own expense such structure or structures as may be necessary to prevent prop or jet blast interference, subject, however, to the prior written approval of the City as to type, manner and method of construction. 6.10 Lessee shall not store nor permit the storage of disabled aircraft, vehicles, or any equipment or materials outside of the Hangars constructed on the Leased Premises, without the written approval of the City. No aircraft that is unairworthy may remain outside of a hangar for more than 20 days. Concerning any aircraft that has remained outside the hangars on the Leased Premises for more than 20 days, upon request Lessee shall provide written certification from an FAA licensee holding Inspection Authorization stating such aircraft is airworthy. If Lessee fails to comply with this requirement after a written request by Lessee to comply, Lessor may (but is not required to) cause the removal of any such aircraft at Lessee’s expense by any means that Lessor determines, in its sole discretion, to be in Lessor's best interests. The costs of such removal shall constitute additional rent. 6.11 On forms and at the frequency prescribed by the Airport Manager, and with respect to each aircraft stored on the Leased Premises, Lessee shall provide the City with the (a) make and model, (b) N-number, and (c) identity and address of the registered owner. This requirement shall apply to aircraft whether owned by Lessee or another party, and regardless of whether its storage is subject to the Minimum Standards or Rules. 6.12 Lessee shall obtain and maintain in current status all permits and licenses required under any law or regulation. If Lessee receives notice from any governmental entity that Lessee lacks, or is in violation of, any such permit or license, Lessee shall provide City with timely written notice of the same. 6.13 Lessee shall pay (before their respective due dates) all taxes, fees, assessments, and levies that relate to Lessee’s use, occupancy, or operations at the Leased Premises or the Airport, and all other obligations for which a lien may be created thereto (including, but not limited to, utility charges and work for any improvements for which the City is not obligated to pay). 6.14 In addition to Lessee's indemnification obligations set forth in this Agreement, Lessee, at Lessee’s sole cost, shall repair or replace (to Lessor's reasonable satisfaction) any damaged property that belongs to Lessor or Lessor's other lessees to the extent that such damage arises from or relates to an act or omission of Lessee or Lessee’s Associates. Lessee shall promptly notify Lessor of any such property damage. If Lessee discovers any other potential claims or losses that may affect Lessor, Lessee shall promptly notify Lessor of the same. 6.15 Lessee shall comply with all security measures that Lessor, the United States Transportation Security Administration, or any other governmental entity having jurisdiction may require in connection with the Airport, including any access credential requirements, any decision to remove Lessee’s access credentials, and any civil penalty obligations and other costs arising from a breach of security requirements caused or permitted by Lessee or Lessee’s Associates. Lessee Page 131 of 187 8 agrees that Airport access credentials, if adopted in the future, shall be the property of Lessor and may be suspended or revoked by Lessor in its sole discretion at any time. Lessee shall pay all fees associated with such credentials, and Lessee shall immediately report to the Airport Manager any lost credentials or credentials that Lessee removes from any employee or any of Lessee’s Associates. Lessee shall protect and preserve security at the Airport. 6.16 When consistent with Laws and Regulations, Lessee shall promptly remove or cause to be removed from any portion of the Airport not leased by Lessee the Aircraft or any other aircraft that Lessee owns or controls if it becomes unairworthy. Lessee may store such aircraft within Lessee’s enclosed improvements. ARTICLE 7: INGRESS AND EGRESS 7.1 Lessee shall have the right of ingress and egress between the Leased Premises and the public landing areas at the Airport by means of connecting taxiways; and between the Leased Premises and the entrance(s) to the Airport by means of connecting paved roads. Lessee shall have the right to use the public runways and public aviation aids at all times during which they are open to the public. Such rights of ingress, egress and use shall be in common with others having rights of use and passage thereon. 7.2 The use of any roadways or taxiways shall be subject to the Rules and Minimum Standards of the Airport, which are now in effect or which may hereafter be promulgated, and subject to temporary closure; provided, however, that any closure shall be only for reasonably necessary or unique circumstances, and provided that three days prior written notice will be given to Lessee relevant to any closure, unless such closure is necessary due to emergency. Lessee, for itself and its authorized subtenants, hereby releases and discharges the City, their officers, employees and agents, and all their respective successors and assigns, of and from any and all claims, demands, or causes of action which Lessee or its authorized subtenants may now or at any time hereafter have against any of the foregoing, arising or alleged to arise out of the closing of any street, roadway or other area, provided that other reasonable means of access to the Leased Premises remain available to Lessee without cost to Lessee, unless otherwise mandated by emergency safety considerations or lawful exercise of the police power. Lessee shall not do or permit anything to be done which will interfere with the free access and passage of others to space adjacent to the Leased Premises or in any streets or roadways on the Airport. ARTICLE 8: INSURANCE AND DAMAGE TO THE LEASED PREMISES 8.1 Lessee, at its sole cost and expense, shall procure and maintain throughout the term of this Agreement insurance protection for all risk coverage on the improvements which are part of the Leased Premises, to the extent of one hundred percent (100%) of the actual replacement cost thereof. Such insurance shall be written by insurers reasonably acceptable to the City. The insurance shall provide for 30 days’ notice of cancellation or material change, by certified mail, return receipt requested, to the City, Attention: Airport Manager. Page 132 of 187 9 8.1.1 The above-stated property insurance shall be for the benefit and to safeguard the interests of the Lessee and City. Both the City and Lessee shall be named primary insureds. 8.1.2 If any losses are estimated to exceed one-third of the current value of the Facilities, the City shall solely adjust and settle such losses with the insurers. If the estimated loss does not exceed one-third of the current value of the Facilities, the loss shall be adjusted solely by the Lessee. Each party shall consult with the other obtain a settlement that covers the cost of repairing or rebuilding the improvements. 8.1.3 Lessee shall provide certificates of insurance, in a form acceptable to the City evidencing existence of all insurance required to be maintained prior to occupancy of the improvements. Upon the failure of Lessee to maintain such insurance as above provided, the City, at its option, may obtain such insurance (which may be single-interest) and charge the cost to Lessee as Additional Rent, which shall be payable on demand, or may give notice of default hereunder. ARTICLE 9: LIABILITY INSURANCE AND INDEMNITIES 9.1 The City shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and expenses of legal services, claimed or recovered by any person or entity, or occurring on the Leased Premises, or the Airport, or as a result of any operations, works, acts or omissions performed on the Leased Premises, or the Airport, by Lessee, its agents, servants, employees or authorized tenants, or their guests or invitees. Lessee shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and expenses of legal services, claimed or recovered by any person or entity, or occurring on the Leased Premises, or the Airport, or as a result of any operations, works, acts, or commission performed on the Leased Premises, or the Airport, solely by the City, their agents, servants, employees or authorized tenants, or their guests or invitees. In this regard, LESSEE expressly releases the City and each of its agents from their own negligence, or other liability. 9.2 Lessee agrees to indemnify, save and hold harmless, the City, their officers, agents, servants and employees, of and from any and all costs, liability, damage and expense, including costs of suit and reasonable expenses of legal services, claimed or recovered, justly or unjustly, falsely, fraudulently or frivolously, by any person, firm or corporation by reason of injury to, or death of, any person or persons, including City personnel, and damage to, destruction or loss of use of any property, including City property, directly or indirectly arising from, or resulting from, any operations, works, acts or omissions of Lessee, its agents, servants, employees, contractors, or authorized tenants. Upon the filing with the City by anyone of a claim for damages arising out of incidents for which Lessee herein agrees to indemnify and hold the City harmless, the City shall notify Lessee of such claim and in the event that Lessee does not settle or compromise such claim, then Lessee shall undertake the legal defense of such claim on behalf of Lessee and the City. It is specifically agreed, however, that the City at its own cost and expense, may participate in the legal defense of any such claim. Any final judgment rendered against the City for any cause for which Lessee is liable hereunder shall be conclusive against Lessee as to liability and amount upon the expiration of the time for appeal. Page 133 of 187 10 9.3 Lessee shall procure and keep in force during the term of this Agreement policies of Commercial General Liability insurance, including airport premises, , commercial general, automobile, and hangar-keepers legal liability insurance including coverage for aircraft or other property of others in the care, custody, or control of Lessee, insuring Lessee and the City, as an additional insured, against any liability for personal injury, bodily injury, death, or property damage. The limits of the liability shall not be less than the lower of: (1) the amount specified in Landlord's Airport Minimum Standards ("AMS") for the type of activity occurring on the Leased Premises; or (2) combined single limit of $2,000,000. No such policies shall be cancelable or subject to reduction in coverage limits or other modification except after 30 days prior written notice to the City. The policies shall be for the mutual and joint benefit and protection of Lessee and the City, and such policies shall contain a provision that the City, although named as an insured, shall nevertheless be entitled to recovery under said policies for any loss occasioned to it, its servants, agents, citizens, and employees by reason of negligence of Lessee (i.e. a fellow-insured write-back endorsement). Lessee shall provide certificates of insurance, in a form acceptable to the City as evidencing existence of all insurance required to be maintained prior to the commencement of the Agreement. Any insurance policy herein required or procured by Lessee shall contain an express waiver of any right or subrogation by the insurance company against the City, and an endorsement stating that the indemnity obligations set forth above are covered by such insurance. 9.4 Lessee represents that it is the owner of or fully authorized to use any and all services, processes, machines, articles, marks, names or slogans used by it in its operations under or in any way connected with this Agreement. Lessee agrees to save and hold the City, their officers, employees, agents and representatives free and harmless of and from any loss, liability, expense, suit or claim for damages in connection with any actual or alleged infringement of any patent, trademark or copyright, or arising from any alleged or actual unfair competition or other similar claim arising out of the operations of Lessee under or in any way connected with this Agreement. ARTICLE 10: SIGNS Lessee shall have the right to install and maintain one or more signs on the Leased Premises identifying it and its operations. The subject matter, type, design, number, location and elevation of such signs, and whether lighted or unlighted, shall be subject to the Airport design standards, if any. No sign will be allowed that may be confusing to aircraft pilots or automobile drivers or other traffic. A City issued permit must be obtained prior to sign installation. ARTICLE 11: ASSIGNMENT AND SUBLEASE The prior written consent of the City shall be required for any sale, transfer, assignment or sublease of this Agreement and of the leasehold estate hereby created. The sale by Lessee of a majority interest or voting control of its equity shall constitute a transfer. Any purported transfer made without prior written consent from the City is void. Page 134 of 187 11 ARTICLE 12: CONDEMNATION 12.1 If all or any portion of the Leased Premises is taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of appropriation, condemnation or eminent domain (or pursuant to a sale to such power or authority under the threat of condemnation or eminent domain), all rentals payable hereunder with respect to that portion of the Leased Premises taken shall no longer be payable, and the proceeds, if any, from such taking or sale shall be allocated between the City and Lessee in accordance with the applicable condemnation law, with Lessee being entitled to compensation for the fair market value of the leasehold interest, improvements and personal property taken. If a portion of the Leased Premises is so taken or sold, and as a result thereof, the remaining part cannot reasonably be used to continue the authorized uses set forth in Article 3 hereof, then this Agreement shall terminate at Lessee’s election, and Lessee's obligation to pay rent and perform the other conditions of the lease shall be deemed to have ceased as of the date of such taking or sale. 12.2 The City expressly reserves the right to grant or take easements on rights-of-way across the Leased Premises if it is determined to be in the best interest of the City to do so. If the City grants or takes an easement or right-of-way across any of the Leased Premises, Lessee shall be entitled only to compensation for damages to all improvements owned by Lessee destroyed or physically damaged thereby, but not to damages for loss of use of the Leased Premises itself. Damages to improvements shall be determined by the reduction in fair market value of the improvements caused by said damage or cost of repair, whichever is less. 12.3 Lessee understands and agrees that the City have the right to take all or any portion of the Leased Premises, and any additions, alterations or improvements thereon, should the City, in their sole discretion, determine that said portion of the Leased Premises, and improvements thereon, are required for other Airport purposes, without initiating condemnation proceedings. If such action is taken, the City shall substitute comparable areas within the Airport, or any additions or extensions thereof, brought to the same level of improvement as the area taken. The City shall bear all expenses of bringing the substituted area to the same level of improvement to the area taken, and of moving Lessee's improvements, equipment, furniture and fixtures to the substituted area. If any of Lessee's improvements, equipment, furniture or fixtures cannot be relocated, the City shall replace, at their own expense, such non-relocatable improvements and other property with comparable property in the substituted area, and the City shall be deemed the owner of the non-relocated improvements and other property, free and clear of all claims of any interest or title therein by Lessee, any mortgagee, or any other third party whomsoever. It is the specific intent of this subparagraph that Lessee would be placed, to the extent possible, in the same position it would have been, had the City not substituted new premises for the Leased Premises; provided however, that the City shall not be obligated to reimburse Lessee for lost revenues or other costs due to such substitution. Nothing in this subparagraph shall be construed to limit the City' rights to condemn Lessee's leasehold rights and interests in the Leased Premises pursuant to state law. ARTICLE 13: NON-DISCRIMINATION 13.1 Lessee, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running Page 135 of 187 12 with the land that in the event facilities are constructed, maintained, or otherwise operated on the Leased Premises, for a purpose for which a United States government program or activity is extended, Lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in federally-assisted programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. 13.2 Lessee, for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: 13.2.1 No person on the grounds of race, color, disability or national origin shall be excluded from participating in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Leased Premises; 13.2.2 That in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, disability or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; 13.2.3 That Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in federally- assisted programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. 13.3 In this connection, the City reserve the right to take whatever action they might be entitled by law to take in order to enforce this provision following the 60 days written notice to Lessee of any alleged violation. This provision is to be considered as a covenant on the part of Lessee, a breach of which, continuing after notice by the City to cease and desist and after a determination that a violation exists made in accordance with the procedures and appeals provided by law, will constitute a material breach of this Agreement and will entitle the City, at their option, to exercise its right of termination as provided for herein, or take any action that it deems necessary to enforce compliance herewith. 13.4 Lessee shall include the foregoing provisions in every agreement or concession pursuant to which any person or persons, other than Lessee, operates any facility at the Leased Premises providing service to the public and shall include thereon a provision granting the City a right to take such action as the United States may direct to enforce such covenant. Page 136 of 187 13 ARTICLE 14: GOVERNMENTAL REQUIREMENTS 14.1 Lessee shall procure all licenses, certificates, permits or other authorization from all governmental authorities, if any, having jurisdiction over Lessee's operations at the Leased Premises which may be necessary for Lessee's operations on the Airport. 14.2 Lessee shall pay all taxes, license, certification, permits and examination fees and excise taxes which may be assessed, levied, exacted or imposed on the Leased Premises or operation hereunder or on the gross receipts or gross income to Lessee there from, and shall make all applications, reports and returns required in connection therewith. 14.3 Lessee shall pay all water, sewer, utility and other applicable use taxes and fees, arising from its occupancy and use of the Leased Premises and/or the improvements thereon. 14.4 If the City is ever required to pay any of the foregoing, or is not paid any of the foregoing, then the City may collect such sums as additional rent. ARTICLE 15: RIGHTS OF ENTRY RESERVED 15.1 City shall at all times during ordinary business hours have the right to enter upon the Premises and Improvements for the purposes of: (i) inspecting the same; (ii) confirming the performance by Lessee of its obligations under this Agreement; (iii) doing any other act which City may be obligated or have the right to perform under this Agreement or reasonably related thereto; and (iv) for any other lawful purpose. Such inspections shall be made only on 48 hour advance notice except in cases of emergency. Such notice shall be sufficient if prominently posted on the primary building for 48 hours prior to the inspection. 15.2 Without limiting the generality of the foregoing, the City, by its officers, employees, agents, representatives, contractors and furnishers of utilities and other services, shall have the right, at its own expense, to maintain existing and future Airport mechanical, electrical and other utility systems and to enter upon the easements in the Leased Premises to make such repairs, replacements or alterations as may be necessary or advisable, in the reasonable opinion of the City, and from time to time to construct or install over, in or under existing easements within the Leased Premises such systems or parts thereof and in connection with such maintenance use the Leased Premises existing easements for access to other parts of the Airport otherwise not conveniently accessible; provided, however, that in the exercise of such rights of access, repair, alteration or new construction, the City shall not install a utility under or through any building on the Leased Premises or unreasonably interfere with the actual use and occupancy of the Leased Premises by Lessee, all such utilities to be placed within existing easements, except as provided in Article 14. Reservation of the aforesaid right by the City shall not impose or be construed to impose upon the City any obligation to repair, replace or alter any utility service lines now or hereafter located on the Leased Premises for the purpose of providing utility services only to the Leased Premises; provided, however, that if they repair, replace or alter any utility service lines now or hereafter located on the Leased Premises for the purpose of providing utility services to others, the City will restore the Leased Premises to their preexisting condition in a timely manner. Lessee will provide for the installation, maintenance and Page 137 of 187 14 repair, at its own expense, of all service lines of utilities providing services only to the Leased Premises. City will repair, replace and maintain all other utility lines, at City' expense. 15.3 If any personal property of Lessee shall obstruct access of the City across the existing easements to any of the existing utility, mechanical, electrical and other systems, and thus shall interfere with the inspection, maintenance or repair of any such system pursuant to Section 16.2, Lessee shall move such property, as directed by the City or said utility company, upon reasonable notice by the City, in order that access may be had to the system or part thereof for inspection, maintenance or repair. If Lessee shall fail to so move such property after direction from the City or said utility company to do so, the City or the utility company may move it, and Lessee waives any claim against the City for damages as a result there from, except for claims for damages arising from the City' negligence. ARTICLE 16: TERMINATION 16.1 Upon default by Lessee in the payment of rent, additional rent, or other sums due under this Agreement, the City shall give written notice to Lessee of such default. If such default has not been cured by the tenth calendar day following notice of default, the City may terminate this Agreement. 16.2 This Agreement shall terminate, at the option of the City, upon the appointment of a receiver or trustee of all, or substantially all, of Lessee's assets by a court of competent jurisdiction. The term “trustee” shall not include a trustee appointed under Title 11 of the United States Code. 16.3 Upon the default by Lessee in the performance of any covenant or condition required to be performed by Lessee other than the payment of money, and the failure of Lessee to remedy such default for a period of 30 days after the City sends written notice to remedy the same, the City may terminate this Agreement, unless Lessee establishes that such default is incapable of cure within 30 days, in which case Lessee shall not be in default if it diligently and continuously pursues cure of the default. In no event, however, shall the cure period extend beyond 180 days. 16.4 Upon termination of this Agreement for any reason, all rights of Lessee, authorized lessees, and any other person in possession shall terminate, including all rights or alleged rights of creditors, trustees, assigns, and all others similarly so situated as to the Leased Premises. Except as may be expressly provided to the contrary elsewhere herein, upon termination of this Agreement for any reason, the Leased Premises and all improvements located thereon, and all equipment and fixtures therein, shall be and become the property of the City, free and clear of all encumbrances and all claims of Lessee, its subtenants, creditors, trustees, assigns and all others, and the City shall have immediate right of possession of the Leased Premises and such improvements. 16.5 Failure by the City or Lessee to take any authorized action upon default by Lessee of any of the terms, covenants or conditions required to be performed, kept and observed by Lessee shall not constitute a waiver of said default nor of any subsequent breach or default of any of the terms, covenants and conditions in this Agreement. Acceptance of rentals by the City from Lessee, or performance by the City under the terms hereof, for any period or periods after a default by Lessee of any of the terms, covenants and conditions herein shall not be deemed a waiver or create Page 138 of 187 15 an estoppel of any right of the City to terminate this Agreement for any subsequent failure by Lessee to so perform this Agreement. 16.6 If Lessee ceases to conduct its authorized Aeronautical Activities on the Leased Premises for a period of 12 consecutive months, the City may terminate this Agreement by written notice to Lessee given at any time while such cessation continues, unless Lessee resumes such activities within 60 days following receipt of written notice from the City of such intent to terminate this Agreement. An unauthorized sublease or assignment of Lessee’s rights herein shall constitute a cessation of aeronautical activities. ARTICLE 17: SURRENDER AND RIGHT OF RE-ENTRY 17.1 Upon the expiration, cancellation or termination of this Agreement pursuant to any terms hereof, Lessee agrees peaceably to surrender up the Leased Premises to the City in the condition required by Article 5. Upon such expiration, cancellation or termination, the City may re-enter and repossess the Leased Premises together with all improvements and additions thereto, or pursue any remedy permitted by law for the enforcement of any of the provisions of this Agreement, at the City's election. 17.2 If Lessee remains in possession of the Leased Premises after the expiration, cancellation or termination of this Agreement without written agreement with respect thereto, then Lessee shall be deemed to be occupying the Leased Premises as a tenant at-sufferance, subject to all of the conditions, provisions and obligations of this Agreement, but without any rights to extend the term of this Agreement. The City’s acceptance of rent from Lessee in such event shall not alter the status of Lessee as a tenant at sufferance whose occupancy of the Leased Premises may be terminated by City at any time. ARTICLE 18: SERVICES TO LESSEE Except in cases of emergency, in which case no notice shall be required, City will endeavor to give not less than 14 days prior written notice to Lessee of any anticipated temporary Airport closure, for maintenance, expansion or otherwise. Notwithstanding the above, the City shall not be deemed to be in breach of any provision of this Article 19 in the event of a permanent closure of the Airport. Provided, however, that if such permanent closure is in connection with the construction of a new airport by the City, Lessee shall have the option to enter into a substitute hangar ground lease agreement with the City, for the use of a portion of such new airport not smaller than the Leased Premises, under financial terms which are no less favorable than those set forth herein. ARTICLE 19: SURVIVAL OF THE OBLIGATIONS OF LESSEE 19.1 If this Agreement shall have been terminated due to default by Lessee in accordance with notice of termination as provided in Article 17, all of the obligations of Lessee under this Agreement shall survive such termination, re-entry, regaining or resumption of possession and shall remain in full force and effect for the full term of this Agreement, and the amount or amounts of damages or deficiency shall become due and payable to the City to the same extent, at the same Page 139 of 187 16 time or times, and in the same manner as if no termination, re-entry, regaining or resumption of possession had taken place. The City may maintain separate actions each month to recover the damage or deficiency then due or at its option and at any time may sue to recover the full deficiency less the proper discount, for the entire unexpired term of this Agreement. 19.2 The amount of damages for the period of time subsequent to termination (or re- entry, regaining or resumption of possession) on account of Lessee's rental obligations shall be the sum of the following: 19.2.1 The amount of the total of all installments of rents, less the installments thereof payable prior to the effective date of termination; and 19.2.2 An amount equal to all expenses incurred by the City and not reimbursed in connection with regaining possession, restoring the Leased Premises required by paragraph 19, above, acquiring a new lease for the Leased Premises, legal expenses (including, but not limited to, attorneys’ fees) and putting the Leased Premises in order. 19.3 There shall be credited to the account of Lessee against its survived obligations hereunder, the amount actually received from any lessee, licensee, permittee, or other occupier in connection with the use of the said Leased Premises or portion thereof during the balance of the term of use and occupancy as the same is originally stated in this Agreement, and the market value of the occupancy of such portion of the Leased Premises as the City may themselves during such period actually use and occupy. No such use and occupancy shall be, or be construed to be, an acceptance of a surrender of the Leased Premises, nor shall such use and occupancy constitute a waiver of any rights of the City hereunder. 19.4 The provisions of this Article 20 shall not be applicable to termination of this Agreement pursuant to Section 3.1.2 or Section 4.4, or if expressly provided to the contrary elsewhere in this Agreement. ARTICLE 20: USE SUBSEQUENT TO CANCELLATION OR TERMINATION The City shall, upon termination or cancellation, or upon re-entry, regaining or resumption of possession, have the right to repair and to make structural or other changes in the Leased Premises, including changes which alter its character and the suitability thereof for the purposes of Lessee under this Agreement, without affecting, altering or diminishing the obligations of Lessee hereunder, provided that any structural changes shall not be at Lessee's expense. ARTICLE 21: NOTICES 21.1 Any notice, consent, approval or other communication given by either party to the other relating to this Agreement shall be in writing, and shall be delivered in person, sent by certified mail, return receipt requested, sent by reputable overnight courier, or sent by facsimile transmission (with evidence of such transmission received) to such other party at the respective addresses set forth below (or at such other address as may be designated from time to time by written notice given in the manner provided herein). Such notice shall, if hand delivered or personally served, be Page 140 of 187 17 effective immediately upon receipt. If sent by certified mail, return receipt requested, such notice shall be deemed given on the third business day following deposit in the United States mail, postage prepaid and properly addressed; if delivered by overnight courier, notice shall be deemed effective on the first business day following deposit with such courier; and if delivered by facsimile, notice shall be deemed effective when received. Notice to the City is not effective unless sent concurrently to BOTH the City Attorney and the Airport Manager. 21.2 The notice addresses of the parties are as follows: To the City: Airport Manager Georgetown Municipal Airport PO Box 409 Georgetown, TX 78627 Telephone: 512-930-3666 City Attorney City of Georgetown, Texas 510 W. 9th Street Georgetown, Texas 78728 Telephone: 512-930-8165 To Lessee: Wood Aviation, Inc. 301 S. Hangar Dr. Georgetown. Texas 78628 ARTICLE 22: SUBORDINATION CLAUSES 22.1 This Agreement is subject and subordinate to the following: 22.1.1 The City reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee, provided Lessee is not deprived of the use or access to the Leased Premises or any of Lessee's rights under this Agreement and unless said activities by the City shall result in the loss of convenient access to the Leased Premises by motor vehicles and/or aircraft owned or operated by Lessee or Lessee's assigns, subtenants, renters, agents, employees or invitees. 22.1.2 The City reserves the right to take any action it considers necessary to protect the aerial approaches to the Airport against obstruction, together with the right to prevent Lessee from erecting or permitting to be erected any building or other structure on the Airport which would limit the usefulness of the Airport or constitute a hazard to aircraft. 22.1.3 This Agreement is and shall be subordinate to the provision of existing and future agreements between the City and the United States or the State of Texas relative to the operation or maintenance of the Airport, the execution of which has been or may be required Page 141 of 187 18 as a condition precedent to the obtaining or expenditure of federal funds, services, or property for the benefit of the Airport. 22.1.4 During national emergency, the City shall have the right to lease all or any part of the landing area or of the airport to the United States or Texas National Guard for military use, and if any such lease is executed, the provisions of this Agreement insofar as they may be inconsistent with the provisions of such lease to the government, shall be suspended, but such suspension shall not extend the term of this Agreement. Abatement of rentals shall be reasonably determined by the City and Lessee in proportion to the degree of interference with Lessee's use of the Leased Premises. Lessee is notified that pursuant to the terms of the 1942 transfer of the Airport from the United States to the City, during time of national emergency the Secretary of Defense may designate all or any portion of the Airport subject to the exclusive use of the United States. 22.1.5 Except to the extent required for the performance of any obligations of Lessee hereunder, nothing contained in this Agreement shall grant to Lessee any rights whatsoever in the airspace above the Leased Premises other than those reasonably necessary to Lessee's enjoyment of the Leased Premises and City' Airport facilities and which are consistent with Federal Aviation Administration rules, regulations and orders currently or subsequently effective. Further, Lessee's rights in airspace above the Leased Premises and the Airport and the Airport facilities shall be not less than the rights therein by other users of the Airport and Airport facilities. ARTICLE 23: GENERAL PROVISIONS 23.1 Remedies Nonexclusive. All remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of, or exclusive of, each other, or of any other remedy available to the City, or Lessee, at law or in equity, and the exercise of any remedy, or the existence herein of other remedies or indemnities shall not prevent the exercise of any other remedy provided that the City' remedies in the event of default shall not exceed those set forth in this Agreement. 23.2 Individuals Not Liable. No director, officer, agent or employee of the City shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or of any supplement, modification or amendment to this Agreement because of any breach thereof, or because of his or their execution or attempted execution thereof. 23.3 Estoppel Certificate. At the request of Lessee in connection with an approved assignment of its interest in this Agreement, the City shall execute and deliver a written statement identifying itself as the Lessor under this Agreement and certifying such facts as may actually be true. 23.4 Recording of Lease. This Agreement shall be recorded by the City, and the costs of such recordation, and any closing costs associated with this Agreement, its execution and recordation, shall be billed to and paid by Lessee as additional rent. The City may file an appropriate UCC notice advising of its contractual landlord liens herein. Page 142 of 187 19 23.5 Dispute Resolution. This Agreement shall be performable and enforceable in Williamson County, Texas, and shall be construed in accordance with the laws of the State of Texas. Exclusive jurisdiction and venue for all disputes between the parties shall lie in the state courts located within Williamson County, Texas. The parties waive right to trial by jury. 23.6 No Third Party Beneficiaries. This Agreement is made for the sole and exclusive benefit of the City and Lessee, their successors and assigns, and is not made for the benefit of any third party. 23.7 No Oral Agreements; Integration. All prior oral and written communications between agents of the parties are deemed to be merged and integrated into this document, and the parties disclaim reliance upon any such communications. This Agreement constitutes the entire agreement of the parties hereto and may be changed, modified, discharged or extended by written instrument duly executed by the City and Lessee. The parties agree that no representations or warranties shall be binding upon the City or Lessee unless expressed in writing. 23.8 Quite Enjoyment. The City covenants and warrants that it is the owner of the Leased Premises and that Lessee upon payment of rentals herein provided for and performance of provisions on its part to be performed, shall and may peacefully possess and enjoy the Leased Premises during the term hereof and any extensions hereof without any interruption or disturbance. 23.9 Severability. The invalidity of any provisions, articles, paragraphs, portions or clauses of this Agreement shall have no effect upon the validity of any other part or portion hereof, so long as the remainder shall constitute an enforceable agreement. Furthermore, in lieu of such invalid provisions, articles, paragraphs, portions or clauses, there shall be added automatically as a part of this Agreement, a provision as similar in terms to such invalid provision as may be possible and be legal, valid and enforceable. 23.10 Prior Assignment Moot. Lessee has requested the City to approve an assignment to Lessee of that certain existing lease, dated April 26, 2007, between the City and R. A. General Services, LLC. In lieu of such assignment, the City and Lessee have entered into this lease for the remaining term and optional renewal term of the R. A. General Services, LLC lease. As a condition precedent to the commencement of this Agreement, Lessee shall deliver to City an appropriate consent to lease termination signed by R. A. General Services, LLC. Accordingly, the City neither approves nor denies such assignment. ARTICLE 24: HAZARDOUS MATERIALS 24.1 Lessee shall not cause or permit any Hazardous Materials to be used, produced, stored, transported, brought upon, or released on, under, or about the Premises or the Airport by Lessee or Lessee’s Associates in violation of applicable federal, state, or local environmental laws, regulations, and ordinances (“Environmental Laws”). Lessee is responsible for any such violation as provided in this Agreement, and shall fully indemnify and hold harmless the City from all fees, fines, costs and damages related in any manner to any release of Hazardous Material or legal violation. Page 143 of 187 20 24.2 Lessee agrees that in the event of a release or threat of release of any Hazardous Material by Lessee at the Airport, Lessee shall provide Lessor with prompt notice of the same. Lessee shall respond to any such release or threat of release in accordance with applicable Laws and Regulations. If Lessor has reasonable cause to believe that any such release or threat of release has occurred, Lessor may request, in writing, that Lessee conduct reasonable testing and analysis (using qualified independent experts acceptable to Lessor) to show that Lessee is complying with applicable Environmental Laws. Lessor may conduct the same at Lessee’s expense if Lessee fails to respond in a reasonable manner. Lessee shall cease any or all of Lessee’s activities as Lessor determines necessary, in its sole and absolute discretion, in connection with any investigation, cure, or remediation. If Lessee violates any Environmental Laws at the Airport (whether due to the release of a Hazardous Material or otherwise), Lessee, at Lessee’s expense, shall have the following obligations, which shall survive any expiration or termination of this Agreement: (i) promptly remediate such violation in compliance with applicable Environmental Laws; (ii) submit to Lessor a written remediation plan, and Lessor reserves the right to approve such plan (which approval shall not be unreasonably withheld) and to review and inspect all work; (iii) work with Lessor and other governmental authorities having jurisdiction in connection with any violation; and (iv) promptly provide to Lessor copies of all documents pertaining to any environmental concern that are not subject to Lessee’s attorney-client privilege. 24.3 To the extent that Lessee is a co-permittee with Lessor in connection with any permit relating to the environment at the Airport, or to the extent that any of Lessee’s operations in connection with this Agreement or otherwise may impact Lessor’s compliance with any such permit, Lessee shall work cooperatively with Lessor and other lessees and take all actions necessary to ensure permit compliance, and minimize the cost of such compliance, for the benefit of Airport operations. 24.4 Upon any expiration or termination of this Agreement, and upon any change in possession of the Premises authorized by Lessor, Lessee shall demonstrate to Lessor’s reasonable satisfaction that Lessee has removed any Hazardous Materials and is in compliance with applicable Environmental Laws. Such demonstration may include, but is not limited to, independent analysis and testing to the extent that facts and circumstances warrant analysis and testing, such as evidence of past violations or specific uses of the premises. These obligations survive any termination of this Agreement. ARTICLE 25: STORMWATER COMPLIANCE 25.1 Notwithstanding any other provisions or terms of this Agreement, Lessee acknowledges that the Airport is subject to federal storm water regulations, 40 C.F.R. Part 122, for "vehicle maintenance shops" (including vehicle rehabilitation, mechanical repairs, painting, fueling and lubrication), equipment cleaning operations and/or deicing operations that occur at the Airport, as defined in these regulations, and state law concerning the prohibition against water pollution, as provided for in Tex. Water Code Ann. § 26.121, (Vernon 1988 & Supp. 1996). Lessee further acknowledges that it is familiar with these storm water regulations, that it conducts or operates "vehicle maintenance" (including vehicle rehabilitation, mechanical repairs, painting, fueling and lubrication), equipment cleaning operations and/or deicing activities as defined in the Page 144 of 187 21 federal storm water regulations; and that it is aware that there are significant penalties for submitting false information, including fines and imprisonment for knowing violations. 25.2 Notwithstanding any other provisions or terms of this Agreement, Airport acknowledges that it has obtained an TPDES Multi-Sector General Permit for storm water discharges as required by the applicable regulations for the Airport, including the Property occupied or operated by the Lessee. Lessee acknowledges that the storm water discharge permit issued to the Airport may designate Lessee as a co-permittee under said permit. 25.3 Notwithstanding any other provisions or terms of this Agreement, including the Lessee's right to quiet enjoyment, Airport and Lessee both acknowledge that close cooperation is necessary to ensure compliance with any storm water discharge permit terms and conditions, as well as to ensure safety and to minimize costs. Lessee acknowledges that, as discussed more fully below, it may be required to undertake to minimize the exposure of storm water (and snow melt) to "significant materials" generated, stored, handled or otherwise used by the Lessee, as defined in the federal storm water regulations, by implementing and maintaining "Best Management Practices." Lessee acknowledges that the Airport's storm water discharge permit is incorporated by reference into this Lease and any subsequent renewals. 25.4 Airport will provide Lessee with written notice of the requirements contained in the Airport's storm water discharge permit which Lessee will be obligated to perform from time to time, including, but not limited to: Certification of non-storm water discharges; collection of storm water samples; preparation of storm water pollution prevention or similar plans; implementation of "good housekeeping" measures of Best Management Practices; and maintenance of necessary records. Such written notice shall include applicable deadlines. Lessee, within 7 days of receipt of such written notice, shall notify Airport in writing if it disputes any of the storm water discharge permit requirements it is being directed to undertake. If Lessee does not provide such timely notice, it is deemed bound to undertake steps necessary to comply with such requirements. 25.5 Lessee agrees to undertake, at its sole expense, unless otherwise agreed to in writing between Airport and Lessee, those storm water discharge permit requirements for which it has received written notice from the Airport. Lessee warrants that it shall meet any and all deadlines that may be imposed on or agreed to by Airport and Lessee. Lessee acknowledges that time is of the essence. 25.6 Airport agrees to provide Lessee, at its request, with any non-privileged information collected and submitted to any governmental entity(ies) pursuant to applicable storm water regulations. 25.7 Lessee agrees that the terms and conditions of the Airport's storm water discharge permit may change from time to time and hereby appoints Airport as its agent to negotiate with the appropriate governmental entity(ies) any such permit modifications. 25.8 Airport will give Lessee written notice of any breach by Lessee of the Airport's storm water discharge permit or the provisions of this section. Such a breach is material, and, if Page 145 of 187 22 of a continuing nature, Airport may terminate this Agreement pursuant to the terms of the Agreement, if the breach is not promptly cured by Lessee. Lessee agrees to cure any such breach within 30 days following receipt of written notice by Airport of such breach. 25.9 Lessee agrees to participate in any Airport-organized task force or other work group established to coordinate storm water activities at the Airport. 25.10 Notwithstanding any other provisions of this Agreement, Lessee agrees to indemnify and hold harmless Airport and other Lessees for any and all claims, demands, costs (including attorneys fees), fees, fines, penalties, charges and demands by and liability directly or indirectly arising from Lessee's actions or omissions, including failure to comply with Lessee's obligations under this Article, the applicable storm water regulations, and storm water discharge permit, unless the result of Airport's sole negligence. This indemnification shall survive any termination or non-renewal of the Agreement. 25.11 Definitions. 25.11.1 Storm Water. Storm water runoff, snow melt runoff, and surface runoff and drainage. 25.11.2 Storm Water Discharge Associated with Industrial Activity. As defined by EPA, storm water discharge associated with industrial activity means the discharge associated with any conveyance which is used for collecting and conveying storm water, and which is directly related to manufacturing, processing or raw materials storage areas at an industrial plant. The term does not include discharges from facilities or activities excluded from the NPDES program under 40 C.F.R. Part 122. For the categories of industries identified in subparagraphs (I) through (x) of the subsection, the term includes, but is not limited to, storm water discharges from industrial plant yards; immediate access roads and rail lines used or traveled by carriers of raw materials, manufactured products, waste material, or by-products used or created by the facility; material handling sites; refuse sites; sites used for the application or disposal of process waste waters (as defined at 40 C.F.R. 401); sites used for the storage and maintenance of material handling equipment; sites used for residual treatment storage, or disposal; shipping and receiving area; manufacturing buildings; storage areas (including tank farms) for raw materials, and intermediate and finished products; and areas where industrial activity has taken place in the past and significant materials remain and are exposed to storm water. For the categories of industries identified in subparagraph (xi), the term includes only storm water discharges from all areas (except access roads and rail lines) that are listed in the previous sentence where material handling equipment or activities, raw materials, intermediate products, final products, waste materials, by-products, or industrial machinery are exposed to storm water. For the purpose of this paragraph, material handling activities include the storage, loading and unloading, transportation, or conveyance of any raw material, intermediate product, finished product, by industrial activities, such as office buildings and accompanying parking lots as long as the drainage from the excluded areas is not mixed with storm water drained from the above described area. Industrial facilities (including industrial facilities that are Federal, State, or municipally owned or operated which meet the description of the facilities listed in this paragraph (i) - (ix) include those facilities designated under the provisions of 122.26(a)(1)(v) . . . Page 146 of 187 23 25.11.3 Significant Materials. Include, but are not limited to, raw materials; fuels; materials such as solvents detergents and plastic pellets; finished materials such as metallic products, raw materials used in food processing or production; hazardous substances designated under section 101(14) of CERCLA; any chemical the facility is required to report pursuant to section 313 of title III of SARA; fertilizers; pesticides; and waste products such as ashes, slag and sludge that have a potential to be released with storm water discharges. [See 40 C.F.R. 122.26(b)(12).] 25.11.4 Best Management Practices (BMP). Term describes practices employed to prevent or reduce source water pollution, such as the construction of runoff-retention basins and replanting eroding surfaces. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF GEORGETOWN, TEXAS Dale Ross, Mayor ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney LESSEE: WOOD AVIATION, INC. By: ________________________________ Larry Wood, President Page 147 of 187 Exhibit A Page 148 of 187 FIEI,T} NOTBS CLASSIC OLDS/CiI,/rS(:O/JtlNE 3r.r. 1999r'.IgB No. 9i67 All that certain rr'aol t'n pari:el of land situared in Wii'liarnson (.ounty,'l'exa& out oi'the llavid \\right Suwcy, Abstr.act Nu. li , lrcirrg porticu of tirat truct describcd as 596.39 acres in a Dced gr;urred io the (iiry of Ocjryetuwn, datul January 24, I942. and rccordr',J.irr Voluu:e 3!2, Page t2t Offrciat Recorcl{ Williamsori ir,rnt1,. rhis tract he.ing. als<: known as the Ceol;getcrvn Municipal Airport, and furrher deso'ibsd by nrctes antl bounds: RLiGIIfNI'l'iCi at a I l?" 'rron pin set rryitltiu fire bouurlary olthe Geoqprown Municipal Airporr 6r ihe Soulhwesr correr rrf this tract, beeriqg N 53+ 16'22' E 6? I 82 ltqt from Unitod Statcs Coasta! & Gcoietic Sru.ver- (L;.S.C. & C S.) Benchntlrk "I l{.t35', a brass disc irr a concreic ,lronurrefil locaterl orr the Norrh side oJ'thc currelrt airporl tenr:rxrl huildiug; llllLNChl: li 4]''.1?'?-l'F. 2tl6.2l ibetto a li2, iron pin set tbrtheNo{hwesi. cornerof rhisrract; l]{F.NCll-i: S {'8"S2'44n i: 198.51 {'seJ to a 1r'2" iron pin se.t for the Northeasl colner ol'this rract. TTIENCE: S7046'16"8 63.09iee{toa l/2"iroupinsetar(| S29"4131- W t?q5l feertbrthesoutheastcornerof this ffact; l'1"{EN(ll'j; N 6t}"lB'2!}' W ?84.89 t-eer to the poilt of f}egianing ard *rltaining l.2G ai:res of lafft. 11rc trearings cited 'htrton are based ou tlrc ())ty ot'Georgetowrfslliglr Accu:acy. IleibrenceNcrwo* (11.A.R.N.), ard have h$en x)taied to \,tomimenr i.ioi. 96{}l(} and Blr{ f-10-1: ofsaid ll A.R.N llcgisued l'rofessiona! IaM Su cc()hbb ii: ijlritFi. \1l-'i :'.: a''iri{ ;r^'1''---&-,....l+.. "i% d83s ;: flz)i9;.-...,.o.i'i rSilERlt t jt Page 149 of 187 I t:,u.rg!'* Loa ACRrs /' ,/.a\ ----\ ' ./u*'" 'l * N0743'14'w f t.26 ACR€S a3.oe' W rst' N I N iilI, I n'-r# L-€GEND: o - F0tiN9 l,/2" IRON fr$ o = SfI v2" rRoN Rao ,nw N WRWWIC CAPc - .S{I COT|ON SPiNDL|t * F0UN0 C077oN SHNAT ! = Pa-t A = P&€ t+rllt ANCH* --6 *- = tLtClRtC LlNt w = NANHOLE @ - CLTAN Ollf ytnh ff LJRWY svototrc ^ PoRn*t tr tH€ G€ffittow A1RP0RT EORETOW, EXAS \ vE\r 'l /sr,, /4 --/$s/ct/&'tvd a ,r a a i =; It t.f {. 9xa ux, ema tyts DEJ {rr4 s*-(nJ RJ SURWYING, INC,tar2cN&t0{ {t* ffi ,rra(&a&s-1r7J lr 1k l' ^I tl I d\\ \Y €\' \z\..\q\\ \z}\6. Page 150 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Presentatio n and dis c us sion of the So lid Was te Mas ter Plan P ro ject -- Octavio Garza, P ublic Works Direc tor. (No Action Required) ITEM SUMMARY: The City o f G eo rgeto wn permitted a land fill in 1974 that was sub s eq uently c los ed in 1990 when transfer of s o lid was te operatio ns b egan. The City’s Solid Was te Mas ter Plan is b eing und ertaken to d evelop a Comprehensive Solid Was te Mas ter Plan to meet d emand in future years. The ultimate go al of the Master Plan is to p rovid e s ys tematic guid elines fo r the provis io n o f solid waste servic es to the City o f Geo rgeto wn. The Mas ter P lan is intend ed to be a proac tive d o c ument whic h id entifies and then p lans fo r future need s well in ad vanc e. This is d o ne to ensure that s o lid was te o p erational need s are planned and fund ed in ad vance to exp erienc ing detrimental effec ts and to keep up with population growth. The d is cus s ion to d ay is to provid e an up d ate on the p ro gress o f the Comp rehens ive Solid Was te Mas ter Plan. FINANCIAL IMPACT: None SUBMITTED BY: Octavio Garza ATTACHMENTS: Description Type CSWMP and Downtown Focus Group Summary Pres entation Page 151 of 187 Comprehensive Solid Waste Management Plan for the City of Georgetown, Texas April 13, 2018 Page 152 of 187 •Comprehensive Solid Waste Master Plan (CSWMP) Overview •Downtown Customer Focus Group Update •Discussion of Potential Options for Servicing Downtown Customers Presentation Overview Page 153 of 187 CSWMP Planning Process 3Page 154 of 187 Downtown Customer Focus Groups March 21, 2018 4 Key Objective Improve understanding of solid waste and recycling service needs of the City’s Downtown Square customers and involve a variety of Downtown businesses Participants Restaurant & bar establishments, retailers, property & building owners Page 155 of 187 Downtown Overlay District 5Page 156 of 187 Downtown Square 6Page 157 of 187 What types of services do Downtown businesses need? 7 Refuse OrganicsRecycling YES Potential future interest YES Page 158 of 187 Discussion: Potential future systems 8 Shared dumpsters Carts Shared roll-off compactorsConcierge service Underground collection Page 159 of 187 Key Input 9 Access to private property is not guaranteed and likely to be eliminated with continued growth; City-owned property needed for shared facilities; limited options Current system (carts & dumpsters) has negative aesthetics, sight and smell is unattractive for businesses Access & Space Growth of Downtown will continue, and challenges of current system will be intensified; transition to a new system will become more difficult with growth Aesthetics Growth Support for volume-based rates; at minimum, rates need to be adjusted for equity in current system; with a new system, new rates would need to be developed Service Charges Page 160 of 187 Options Identified through discussions: Physical & financial impacts summary 10 Carts & Shared Dumpsters Shared Dumpsters Concierge Service + shared dumpsters or compactors + direct haul with dual- stream trucks Physical Impact Continued presence of existing carts and dumpsters Removal of carts, optimize use of existing dumpsters, potential increase in number of dumpsters Removal of carts and dumpsters, businesses need space to set trash on property, shared space needed for compactors Financial Impact Updated rate structure for equity, volume- based Updated rate structure for equity, volume- based Volume-based rate structure (number of bags), potential capital investment for compactors Page 161 of 187 Options Identified through discussions: Advantages & challenges summary 11 Carts & Shared Dumpsters Shared Dumpsters Concierge Service + shared dumpsters or compactors + direct haul with dual- stream trucks Advantages Current system, no physical changes or capital investment needed Increased capacity for refuse and recycling, improved aesthetics Increased capacity for refuse and recycling, improved aesthetics, customer choice, potential for future organics collection Challenges Unsustainable with continued growth, negative aesthetics, dependent on private property owner willingness for space Unsustainable with continued growth, dependent on private property owner willingness for space Operational changes and capital investment needed, need to identify public space for compactors Page 162 of 187 12 Next Steps for Downtown Planning Gather feedback and direction from Council Conduct more in-depth analysis of options of interest Evaluate financial impacts of each option Page 163 of 187 City of Georgetown, Texas Transportation Advisory Board April 13, 2018 SUBJECT: Trans fer Station Evaluation P ro ject -- Octavio Garza, P ublic Works Director. (No Action Required) ITEM SUMMARY: The City o f G eo rgeto wn permitted a land fill in 1974 that was sub s eq uently c los ed in 1990 when transfer of s o lid was te operatio ns b egan. The City's Trans fer Station Evaluation Pro jec t was und ertaken to evaluate the City’s o p tions in regards to trans fer station o p erations in future years . The dis c us s ion to d ay is to provid e an update on the progres s of the Transfer Statio n Evaluatio n Projec t. FINANCIAL IMPACT: None SUBMITTED BY: Octavio Garza ATTACHMENTS: Description Type Trans fer Station GTAB Pres entation_04-13-18 Pres entation Page 164 of 187 Transfer Station Evaluation for the City of Georgetown, Texas April 13, 2018 Page 165 of 187 •Transfer Station Evaluation –Understanding the Purpose of the Transfer Station –Overview of Existing Site and Project Background –Capacity of Existing Transfer Station –Planning Workshop –Improvements to Existing Transfer Station –Conceptual Design of New Transfer Station –Comparison of Options Presentation Overview 2Page 166 of 187 Why a Transfer Station? •Materials must be direct-hauled in the collection vehicle or long- hauled using transfer trailers •Factors that affect financial feasibility include: –Collection Cost –Disposal cost –Distance/travel time to landfill –Fuel costs –Annual tonnage hauled –Payload of transfer trailers vs. collection vehicles Source: U.S. EPA’s Waste Transfer Stations: A Manual for Decision Making Current landfill is approximately 90 miles round-trip Page 167 of 187 Existing Site and Facility Existing Facility 4Page 168 of 187 •The City has committed to the Texas Commission on Environmental Quality (TCEQ) to make certain improvements at the transfer station •Improvements include covering areas where waste is exposed and better storm water management •The existing facility was originally opened in 1984 and improvement made in 2006-2009 •Prior to investing in the existing facility, the City wanted to compare that option to building a new facility at the same location Background Slides 5Page 169 of 187 Current Transfer Station Traffic 0 10 20 30 40 50 60 To n s p e r H o u r Hours Open to Public Estimated Hourly Capacity 6Page 170 of 187 0 10 20 30 40 50 60 70 To n s p e r H o u r Current vs 2028 Projection Estimated Hourly Capacity 7 = Current = 2028 Projection Page 171 of 187 0 10 20 30 40 50 60 70 To n s p e r H o u r 2028 Operational Capacity 8 Estimated Hourly Capacity Page 172 of 187 •Since the transfer station cannot operate over its capacity, the operations would be impacted in several ways: –Collections vehicles must wait longer to unload, impacting collection routes –Collection operations would have to shift to earlier in the day or later in the day –Recycling trucks could not be unloaded during peak hours since only one material stream can be managed at a time –Site becomes more congested, with less space for self-haulers Impact of Operating At or Near Capacity 9Page 173 of 187 •Planning session to review current operations and requirements for both options •Participants included key staff from the City of Georgetown, Burns & McDonnell, and current contractor Texas Disposal Systems (TDS) •Key assumptions from Workshop: –Existing facility: Cover over tipping area, cover over self-haul drop off, improvements to paving and drainage, new fire hydrant –New facility: 3 material streams, 3-sided building, cover over self- haul drop off, improvements to paving and drainage, new fire hydrant Planning Workshop 10Page 174 of 187 Improvements to Existing Facility •Additional Improvements: –New compactor –New paving near self-haul area –New waterline and enhanced fire protection Self-Haul Canopy Transfer Station Canopy 11Page 175 of 187 Cost of Improvements –Existing Facility Description Conceptual Budget Transfer Station Canopy $607,400 Self-Haul Canopy $139,000 New Compactor $30,000 Subtotal $776,400 Self-Haul Area Paving $475,200 Waterline and Enhanced Fire Protection $271,400 Entrance Road Pavement $88,700 Total $1,611,700 Range (+/-20 percent)$1,343,100 –$1,934,000 12Page 176 of 187 •Advantages –Meet regulatory requirements –Does not require new TCEQ transfer station registration –Lower cost alternative –Less interruption to collection services (due to construction) •Disadvantages –Does not increase capacity or extend life of existing facility –Will require investment in new facility in 8-12 years –Limits diversion options for recycling or organics –Does not improve aesthetics or noise containment Summary for Existing Facility Improvements 13Page 177 of 187 Conceptual Rendering –New Facility Room for Expansion Transfer Station Building Optional Transfer Entrance Driver Parking Scales Main Entrance Scale House / Office Self-Haul Entrance Drop-off 14Page 178 of 187 Conceptual Rendering –New Facility Transfer Station Building Driver Parking Collection Parking Scales Main Entrance Scale House / Office Self-Haul Entrance Drop-off 15Page 179 of 187 Conceptual Rendering –New Facility Transfer Station Building Driver Parking Collection Parking Scales Main Entrance Scale House / Office Self-Haul Entrance Drop-off 16Page 180 of 187 Conceptual Rendering –New Facility Transfer Station Building Scales Main Entrance Scale House / Office 17Page 181 of 187 Conceptual Cost Estimate of New Facility Description Conceptual Budget Site Work and Paving $2,845,100 Foundations & Concrete $423,300 Pre Engineered Metal Building $794,700 Electrical, Plumbing, HVAC, Fire $338,700 Equipment $202,400 Other $240,300 Engineering, Permitting, Construction Mgmt $654,800 Contingencies and Fees $764,600 Subtotal $6,263,900 Waterline and Enhanced Fire Protection $271,400 Self-Haul Area Paving $475,200 Entrance Road Pavement $88,700 Total $7,099,200 Range (+/-20 percent)$5,916,000 –$8,519,000 18Page 182 of 187 Annual Debt Service for Capital Costs Description Amount Total Cost $7,099,200 Debt Term 20 Debt Interest Rate 3% Annual Debt Service $477,178 19 •Debt service would require approximately 4-5 percent increase in annual revenue requirement within two years Page 183 of 187 •Advantages –Provides long-term capacity –Allows the City to manage up to three material streams (refuse, recycling, organics) simultaneously –Provides more separation between self-haulers and collection vehicles –Improves aesthetics and noise containment •Disadvantages –Requires new TCEQ transfer station registration –May disrupt collection operations during construction Summary for New Facility 20Page 184 of 187 •Factors that could influence schedule: –Procurement process (design-bid-build, design-build, etc.) –Permitting –Weather –Unexpected site conditions Typical Timeline 21Page 185 of 187 Comparison of Options Criteria Improvements to Existing New Facility Capacity 8-12 years 30+ years Material Streams 1 material stream at a time Up to 3 material streams at time Safety Self-haul, collection vehicles and transfer equipment operating in close proximity Better separation of self- haul and collection vehicles Permitting requirements No TCEQ permitting required, some local permitting New TCEQ transfer station registration, additional local permitting Conceptual level cost estimate $1.34 -$1.93 million $5.92 -$8.52 million Impact to facility operations Minimal Less downtime to process multiple material streams Implementation schedule 6-12 months 24-30 months Impact to collection operations (after completion) None Reduce waiting time to unload Revenue requirement impact None 4 -5% 22Page 186 of 187 •Seeking recommendation on preferred option •Forward recommendation to City Council for April 24, 2018 Next Steps 23Page 187 of 187