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HomeMy WebLinkAboutAgenda_GTAB_09.13.2019Notice of Meeting for the Georgetown Transportation Adv isory B oard and the Gov erning B ody of the City of Georgetown September 13, 2019 at 10:00 AM at G MC B uilding, 300-1 I ndustrial Av enue, Georgetown, T X 78626 T he C ity o f G eorgetown is c o mmitted to c ompliance with the Americans with Dis ab ilities 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, reasonable 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 contac t the C ity S ecretary's O ffic e, at leas t three (3) d ays p rio r to the s cheduled meeting date, at (512) 930-3652 or C ity Hall at 808 Martin Luther King Jr. S treet, G eo rgeto wn, T X 78626 for ad d itional info rmation; T T Y us ers route thro ugh R elay Texas at 711. Regular Session (T his R egular S es s ion may, at any time, be rec es s ed to c o nvene an Exec utive S es s ion for any purp o s e authorized b y the O pen Meetings Ac t, Texas G o vernment C ode 551.) A C all to O rd er B Intro d uc tio n o f Bo ard Memb ers and Vis ito rs C Indus try/C AMP O /T xDO T /Transit Upd ates - R ay Miller, Trans p o rtation P lanning C o o rd inato r D Airport Monthly Up d ate E S eptember 2019 G TAB Updates - Wesley Wright, P.E., S ys tems Engineering Direc tor/Mic hael Hallmark, C I P Manager. L egislativ e Regular Agenda F C ons id eratio n and p o s s ib le ac tion to app ro ve the Minutes fro m the Augus t 9, 2019 Meeting. -- Emily Koontz - Board Liais o n G C ons id eratio n and p o s s ib le rec o mmendation to approve the b id for the S un C ity Intersec tion S afety Enhancement P rojec t to C hoic e Builders LLC o f Temp le Texas in the amo unt o f $632,132.40 -- Wesley Wright, P.E., S ys tems Engineering Direc tor/Mic hael Hallmark, C I P Manager H C ons id eratio n and possible rec o mmendatio n to award a c ontrac t to P atin C ons tructio n, LLC o f Taylor, Texas for the 17th s treet rehab ilitatio n and 2018 C urb & G utter projec t in the amo unt of $926,440.00 – Wes ley Wright, P.E., S ystems Engineering Directo r/Michael Hallmark, C IP Manager. I C ons id eratio n and possible rec o mmendation to ap p ro ve a c o ntract with M.A. S mith C o ntracting, Inc . of Aus tin, Texas for the R oc k Water Q uality P o nd I mp ro vements p ro jec t in the amo unt o f $544,879.00 – Wes ley Wright, P.E., S ystems Engineering Directo r/Michael Hallmark, C IP Manager. J C ons id eratio n and p o s s ib le ac tion to rec ommend an Interlocal Agreement (I LA) with Capital Metro for GoGeo Transportation Services fo r F Y 2020 -- R ay Miller, Jr., Trans portation P lanning C oordinato r / Interim Direc tor o f P ub lic Wo rks K C ons id eratio n and p o s s ib le ac tion to rec ommend a Transit S ervice Agreement with S outhwestern University fo r GoGeo Transportation S ervices fo r F Y 2020 -- R ay Miller, Jr., Transportation P lanning C oordinator / Interim Directo r o f P ub lic Works L C ons id eratio n and p o s s ib le rec o mmendation to renew the c urrent contrac t with AvF uel C orporatio n to Page 1 of 164 sup p ly aviation fuel (Jet-A & 100LL/Avgas ) and s ervic es to the G eorgeto wn Municipal Airport, C ity o f G eo rgetown, in the es timated annual amo unt o f $2,200,000.00 - Jo s eph A. C arney, C .M. M C ons id eratio n and p o s s ib le ac tion to app ro ve the Texas Dep artment of Trans portation G rant for R outine Airport Maintenanc e - Jo s ep h A. C arney, C .M., Airport Manager N C ons id eratio n and p o s s ib le ac tion to reject all bids for R F P # 201931 Airport F uels Rates Analysis -- Jo s ep h A. C arney, C .M., Airport Manager O C ons id eratio n and p o s s ib le rec o mmendation to approve a F acility Leas e with Aero Jet C enter, L L C and Wo o d Aviation, Inc fo r the hangar lo cated at 221 S tearman Dr o n the G eorgetown Munic ip al airport with an annual leas e rate of $81,528. -- Jo s eph A. C arney, C .M., airp o rt Manager and R ay Miller Interim Direc tor of P ublic Wo rks P C ons id eratio n and p o s s ib le rec o mmendation to approve a F acility Leas e with Diverse Aviation. L L C fo r the hangar loc ated at 207 Hangar Drive o n the G eo rgeto wn Municipal Airp o rt with an annual leas e rate $10,809.96. -- Jos eph A. C arney, C .M. Airport Manager and R ay Miller, Interim Directo r of P ublic Wo rks Ce rtificate of Posting I, R obyn Dens mo re, C ity S ec retary for the C ity of G eorgetown, Texas, do hereb y certify that this Notice of Meeting was p o s ted at C ity Hall, 808 Martin Luther King Jr. S treet, G eorgeto wn, T X 78626, a p lace readily acc es s ib le to the general p ublic as req uired by law, on the _____ day of _________________, 2019, at __________, and remained so p o s ted fo r at leas t 72 c o ntinuo us hours prec eding the sc heduled time of s aid meeting. __________________________________ R o b yn Dens more, C ity S ecretary Page 2 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C all to O rd er IT E M S UMMARY: F IN AN C IAL IMPAC T: NO NE S UB MIT T E D B Y: Emily Ko o ntz - Bo ard Liaison Page 3 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: Ind ustry/C AMP O /T xDO T /Trans it Up d ates - R ay Miller, Transportation P lanning C oordinator IT E M S UMMARY: F IN AN C IAL IMPAC T: NO NE S UB MIT T E D B Y: Emily Ko o ntz - Bo ard Liaison AT TAC H ME N T S: D escription Type Meeting Memo Backup Material Page 4 of 164 1 MEMORANDUM TO: Georgetown Transportation Advisory Board Members FROM: Ray Miller, Jr., Transportation Planning Coordinator / Interim Director of Public Works SUBJECT: Industry / CAMPO / TxDOT / Transit Updates – September 13, 2019 Meeting DATE: September 6, 2019 The purpose of this memo is to provide GTAB with updates in regard to the subjects listed above. TXDOT ‒ Mobility-35 Projects (my35.org): i. IH-35 and Williams Drive ‒ Improve safety and mobility, including: ⋅ Address increased turning movements at Williams Drive intersection ⋅ Move north/south through-traffic from Williams Drive intersection to a new bypass lane under Williams Drive ⋅ Add a northbound frontage road between Williams Drive and Lakeway Drive exit ramp ‒ Reconstruct the Williams Drive interchange to a diverging diamond intersection (DDI) ‒ Construct north and southbound intersection bypass lanes under Williams Drive bridge ‒ Extend the northbound I-35 frontage road from Williams Drive to the Lakeway Drive exit ramp ‒ Improve the existing southbound I-35 frontage road ‒ Construct a northbound bypass lane on Austin Avenue at Williams Drive ‒ Improve bicycle and pedestrian paths along the I-35 frontage roads ‒ Construction is estimated to begin late 2020 with an anticipated completion in mid-2023 ‒ http://ftp.dot.state.tx.us/pub/txdot/my35/capital/projects/williams-drive/schematic.pdf ii. IH-35 from FM 2243 (Leander Road) to SE Inner Loop ‒ Increase safety and mobility, including eliminating potential conflict points between I-35 entrance and exit ramps Page 5 of 164 2 ‒ Replace existing bridge at RM 2243 with a taller, wider bridge that includes three additional designated turn lanes ‒ Improve existing southbound I-35 frontage road from RM 2243 to north of SE Inner Loop ‒ Add braided entrance/exit ramps along the southbound I-35 frontage road between RM 2243 and SE Inner Loop ‒ Provide a northbound to southbound U-turn bridge ‒ Improve bicycle and pedestrian sidewalks and paths ‒ Construction is estimated to begin fall of 2023 with an anticipated completion the fall of 2025 ‒ http://ftp.dot.state.tx.us/pub/txdot/my35/capital/projects/rm2243/layout.pdf iii. IH-35 and Westinghouse (IH-35 from SE Inner Loop to FM 1431) ‒ Improve safety and mobility, including: ⋅ Increasing visibility at the I-35 frontage road and Southeast Inner Loop and Westinghouse Road intersections ⋅ Enhancing traffic flow by reducing lane merging/weaving along the southbound main-lanes and frontage road ‒ Remove Westinghouse Road bridge and construct new I-35 bridge over Westinghouse Road ‒ Construct westbound to southbound Continuous Flow Intersection (CFI) at Westinghouse Road ‒ Improve intersection at I-35 and SE Inner Loop ‒ Improve existing southbound I-35 frontage road from north of SE Inner Loop to RM 1431 ‒ Reverse entrance/exit ramps along the southbound I-35 frontage road between SE Inner Loop and RM 1431 ‒ Improve bicycle and pedestrian sidewalks and paths ‒ Construction is estimated to start spring 2023 with an anticipated completion in winter 2025 ‒ http://ftp.dot.state.tx.us/pub/txdot/my35/capital/projects/rm2243-rm1431/layout.pdf iv. IH-35 and SH-29 ‒ Improve safety and mobility to: ⋅ Improve traffic flow due to a high volume of left-turning traffic ⋅ Accommodate turning movements onto and from SH 29 ⋅ Eliminate the need for left-turn bays and left-turn signal phases ⋅ Minimize the number of potential conflicts between through traffic and left-turn traffic ‒ Mainlane and frontage road improvements ‒ Intersection bypass lanes ‒ Replacing and widening the SH 29 bridge ‒ Construction is estimated to begin in late 2023 dependent on funding Page 6 of 164 3 Transit – GoGeo The 1st and 2nd charts show the number of riders by route and by month of the year. In reviewing the two charts, there has been an increase in ridership for October thru April of FY 2019 in comparison to October thru April of FY 2018. The 3rd and 4th charts provide ridership numbers by month and fiscal year for both the Fixed Route system and the Paratransit service. The Fixed Route system in shown in blue while the paratransit service is shown in green. 0 100 200 300 400 500 600 700 800 Fixed Route Operations by Route FY 2018 0 100 200 300 400 500 600 700 800 900 1000 Fixed Route Operations by Route FY 2019 Page 7 of 164 4 0 250 500 750 1000 1250 1500 1750 2000 2250 2500 2750 3000 Fixed Route and Paratransit FY 2018 Fixed Route Paratransit 0 250 500 750 1000 1250 1500 1750 2000 2250 2500 2750 3000 October December February April June August Fixed Route and Paratansit FY 2019 Fixed Route Paratransit Page 8 of 164 5 Total Ridership for the GoGeo Fixed Route Service from October 2018 thru July 2019 is 17,730 total rides. Total ridership for FY 2018 was 22,755 rides. FY 2018 Orange Purple Blue Red Paratransit October 264 384 519 408 367 November 177 422 460 265 352 December 193 365 368 403 413 January 176 308 428 343 380 February 176 299 454 369 395 March 208 399 550 454 394 April 199 350 533 358 381 May 223 392 589 424 445 June 276 344 752 544 357 July 324 426 722 554 385 August 317 411 745 518 462 September 223 320 642 397 349 TOTAL 2756 4420 6762 5037 4680 FY 2019 Orange Purple Blue Red Paratransit October 236 376 717 453 376 November 248 401 619 496 387 December 154 293 646 421 320 January 181 320 641 464 342 February 227 329 574 462 328 March 183 375 641 503 333 April 215 397 658 501 342 May 175 414 673 503 399 June 368 506 862 555 322 July 228 421 754 540 368 August September TOTAL 2215 3832 6047 4898 3517 Page 9 of 164 6 Fixed Route Comparison by FY FY 2018 FY 2019 Dif =/+ 1575 October 1782 207 1324 November 1764 440 1329 December 1514 185 1255 January 1606 351 1298 February 1592 294 1611 March 1702 91 1440 April 1771 331 1628 May 1765 137 1916 June 2291 375 2026 July 1943 -83 Total 15402 17730 1540 AVG 1773 232.8 Page 10 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: Airp o rt Monthly Update IT E M S UMMARY: Airport Reports Taxiway Ed ge Lighting O perations R eport F uel S ales R ep o rt Hangar / Tie-Do wn Lease R ep o rt F Y 2019 Ac complishments & P rojec ts YT D AvG as F uel P rice C o mp aris o n JetA F uel P rice C o mp aris o n airp o rt Mo nthly F inanc ial R eports F IN AN C IAL IMPAC T: N/A S UB MIT T E D B Y: Jo s ep h A. C arney C .M., Airport Manager AT TAC H ME N T S: D escription Type Airport Covers heet Cover Memo Taxiway Lighting Project Backup Material Airport Operations Backup Material Fuel Sales Report Backup Material Hangar Tie Down Leas e Report Backup Material Airport Accomplis hments Backup Material Avgas Fuel Comparis on Backup Material Jet A Fuel Comparis on Backup Material Airport Financial Summary Cover Memo Page 11 of 164 GTAB Meeting Date: September 13, 2019 Item No. AGENDA ITEM COVER SHEET _____________________________________________________________________________________________________________________ SUBJECT: Airport Monthly Report – Joseph A. Carney, C.M., Airport Manager ____________________________________________________________________________________________________________________ ITEM SUMMARY: Airport Reports: o Taxiway Edge Lighting o Operations Report o Fuel Sales Report o Hangar / Tie-Down Lease Report o FY 2019 Accomplishments and Projects o Avgas Fuel Price Comparison o Jet A Fuel Price Comparison o Airport Monthly Financial Reports STAFF RECOMMENDATION: None FINANCIAL IMPACT: None COMMENTS: None ATTACHMENTS: Submitted By: Joseph A. Carney, Airport Manager Joseph A. Carney, C.M. Airport Manager Ray Miller, Jr. Interim Public Works Director Page 12 of 164 Airport Improvements Project No. 1914GRGTN August 2019 Project Description FY2018 project: Taxiway Edge Lighting Project Purpose Design and Install Taxiway Edge Lighting Project Project Estimate $1,287,562 Project Engineer Garver Engineering Feb 2014 – GTAB consideration of project 1314GRGTN Preliminary Design for FY2014 project: Airfield Electrical Improvements. Aug 8, 2018 Georgetown Municipal Airport requests to use Garver as project engineer in letter to TxDOT May 29, 2019 TxDOT advises Garver that they can proceed with the Final Design for Project 1914GRGTN May 29, 2019 Pre Design/Design meeting at Georgetown Municipal Airport Conference room with Airport Manager, TxDOT, and Garver to go over time line for design and contract documents. June 14, 2019 GTAB consideration of project 1914GRGTN Taxiway Lighting Project. June 25, 2019 City Council approved project July 9, 2019 Meeting with TxDOT, Engineer Bid Estimate was $2,862,980.00 which is $1,575,418.00 over the CIP Budgeted amount. July 16, 2019 Meeting with TxDOT and Garver to discuss options for reducing cost. July 30, 2019 Meeting with TxDOT and Garver to discuss proposal that will be submitted for final design. Page 13 of 164 August 4 & 11, 2019 TxDOT will place ads in local newspapers for bids. August 30, 2019 Bid Opening at TxDOT, 4 companies submitted bids. The engineer of record, GarverUSA, is currently reviewing the bid documents for completeness and correctness. Projected time line • Construction phase TBD • Closeout Phase 45 days post construction Page 14 of 164 Georgetown Municipal Airport Contract Tower Program Update Operations for Month of July 2019 YEAR TO DATE YEAR TO DATE 2018 2019 2018 2019 COUNT % IFR 740 1022 8089 7849 -240 -3.1% VFR 3873 4692 32679 33662 983 2.9% LOCAL 5243 7026 44301 46526 2225 4.8% TOTAL 9856 12740 85069 88037 2968 3.4% KGTU OPERATIONS FOR THE MONTH OF: JULY TAKEOFF/L ANDING MONTHLY NUMBERS PREVIOUS/CURRENT YR *This does not include flyover operations (i.e. handoffs from ABIA approach/departure control to KGTU tower then onto the next ATC. Page 15 of 164 Georgetown Municipal Airport Fuel Sales Update For Month of July 2019 YEAR TO DATE YEAR TO DATE 2018 2019 2018 2019 GALLONS % AVGAS 33,697 36,140 272,271 282,995 10,724 3.9% JET A 32,381 31,452 369,963 308,842 (61,121)-19.8% TOTALS 66,078 67,592 642,234 591,837 (50,397)-8.5% FUEL REPORT FOR MONTH OF: JULY GALLONS SOLD FOR MONTH CHANGE PREVIOUS/CURRENT YRTYPE OF FUEL Page 16 of 164 Airport Hangar / Tie-Down Lease Update August 2019 Project Description Hangar / Tie-Down Lease Agreements Purpose Occupancy Rates Unit Stats Total T-Hangars – 130 • 129 Occupied • 1 Vacant Total Storage Units – 11 • 8 Occupied • 3 Vacant Total Tie-Downs – 38 Monthly, 14 for Overnight/Transient Parking • 36 Monthly Occupied • 2 Monthly Vacant Page 17 of 164 GTU Airport FY 2019 In-Work Projects Replace bottom door seals on Hangars H, I, J, and TT. 60 of 66 complete Develop Airport Preventative Maintenance Program. Ongoing Wildlife Hazard Assessment completed by Lou Bridges with Mead & Hunt. Reviewing draft Upgrade to bi-fold door drive motors in Hangars BB & CC. Obtaining contractor bids Upgrade cable guides with roller poppers in Hangar H. In progress – ½ completed Tree and brush removal at retention pond drainage area. In progress Install cattle guard at north gate. Obtaining quotes Airport lease rate study. RFQ submitted, published in newspaper 6/12 & 6/16 Airport fuel rate study. Rejection of Rate Analysis – airport staff conducted survey Taxiway edge lighting / PAPIs for 1//36 & 11/29. Bid documents opened 8/30/19 Install roller poppers in Hangar I. AvFuel Fuel Contract Extension. Working with Purchasing. Planned Projects Obtaining Pesticide Application License to allow for airport staff to spray state regulated chemicals. Replace broken fence along Lakeway Drive. Replace HVAC units in AeroJet Center hangar. Install chain link fence around Tower. Convert lights in Hangars E, F, and G to LED. Page 18 of 164 Convert lights in CTA hangar to LED. Spray seal asphalt pavement at north side of AeroJet Center hangar. Spray seal asphalt pavement at Hangars H, I, and J. Crack seal asphalt pavement at CTA hangar. Install cattle guard at south gate. Install decorative rock around AST and oil recovery tank fences. Accomplishments Rekeyed all locks in the Air Traffic Control Tower (ATCT) for added security and to simplify the number of access keys needed. The locks have not been changed since the ATCT’s opening in 2007. Added a magnetic dry erase whiteboard to the north wall of the Airport Conference Room. Repainted Airport Manager’s Office and Communication Room in Terminal building. Installed rain diverters to tin covered walkway in front of Terminal entrance. Removed vegetation and installed predator wire on fence south of runway 11/29 for wildlife management. Tree and brush removal completed at Genesis. Inspected roof insulation in CTA hangar. No repair needed. Installed timer switches in Hangar I. Installed lending library bookcase in terminal conference room. Inspected door rollers on Genesis hangar. No replacement needed. Installed tv/monitor for use in Airport Conference Room. Installed gun cabinet in maintenance shop for wildlife management. Installed folding wall desk for laptop use with tv/monitor in Airport Conference Room. Replaced 48 skylights on AeroJet Center’s east hangar roof. Page 19 of 164 Repaired leaking roof above Hangar C-4. Replaced HVAC units in CTA hangar. Laid asphalt millings around Runway 36 PAPIs and Runway 11/29 threshold end lights. Poured three concrete dumpster pads. Two at Genesis hangar and one at CTA hangar. Installed network wiring in Airport Conference Room for phone and PC while IT Department procured the equipment. Replace water heaters in CTA hangar. Remove vegetation and install predator wire on fence near Genesis hangar. Replace gutter and dilapidated panels on side of CTA hangar. Repair failed ramp at Genesis hangar. Updated Texas Agriculture Weights & Measures Certificate/License Repave Terminal Drive with new asphalt. Paint CTA hangar. Page 20 of 164 1428 users online Airport / FBO 100LL $3.69—$6.70 average $4.80 KGTU Georgetown Municipal Airport Georgetown, TX FS $5.30 $5.20 GUARANTEED City of Georgetown Terminal SS $3.70 26-Aug update AeroJet Center FS $5.30 GUARANTEED T74 14 ESE Taylor Municipal Airport Taylor, TX Taylor Municipal Airport Avfuel SS $3.95 27-Aug update KEDC 18 SSE Austin Executive Airport Austin, TX SS $4.75 FS $5.70 27-Aug update KRYW 18 SW Lago Vista TX - Rusty Allen Airport Lago Vista, TX Lago Vista Airport independent SS $3.69 20-Aug update KILE 24 N Skylark Field Airport Killeen, TX Flight Line Services Avfuel SS $4.05 27-Aug update 88R 26 WSW Spicewood Airport Spicewood, TX Spicewood Pilots Association, Inc SS $4.00 30-Aug update KAUS 29 S Austin-Bergstrom International Airport Austin, TX FS $6.70 GUARANTEED FS $6.55 02-Sep update FS $6.70 GUARANTEED KBMQ Burnet Municipal Airport-Kate Craddock Field Burnet, TX Airports Navaids Airspace Fixes Aviation Fuel Hotels iPhone App My AirNav AirNav: Fuel prices near Georgetown Municipal Airport http://airnav.com/fuel/local.html 1 of 2 9/3/2019, 9:23 AM Page 21 of 164 29 W Faulkner's Air Shop Avfuel FS $4.05 27-Aug update KTPL 32 NNE Draughon-Miller Central Texas Regional Airport Temple, TX General Aviation Terminal SS $3.85 FS $4.23 27-Aug update KRCK 36 E H H Coffield Regional Airport Rockdale, TX City of Rockdale AS $4.00 19-Aug update KDZB 36 WSW Horseshoe Bay Resort Airport Horseshoe Bay, TX Horseshoe Bay Resort Jet Center EPIC FS $6.24 19-Aug update KLZZ 37 NW Lampasas Airport Lampasas, TX City of Lampasas (FBO)SS $3.80 GUARANTEED T35 38 ENE Cameron Municipal Airpark Cameron, TX City of Cameron SS $4.36 GUARANTEED KGOP 45 N Gatesville Municipal Airport Gatesville, TX City of Gatesville independent SS $4.36 27-Aug update 84R 47 SE Smithville Crawford Municipal Airport Smithville, TX Fayette Aero LLC Avfuel SS $4.40 27-Aug update KGYB 47 SE Giddings-Lee County Airport Giddings, TX Sills Aviation Services LLC independent SS $4.47 21-Aug update KHYI 48 SSW San Marcos Regional Airport Austin, TX SS $4.55 FS $5.55 30-Aug update FS $5.91 $5.81 GUARANTEED 50R 50 S Lockhart Municipal Airport Lockhart, TX Martin & Martin Aviation Avfuel SS $4.73 30-Aug update Copyright © AirNav, LLC. All rights reserved.Privacy Policy Contact AirNav: Fuel prices near Georgetown Municipal Airport http://airnav.com/fuel/local.html 2 of 2 9/3/2019, 9:23 AM Page 22 of 164 1416 users online Airport / FBO Jet A $3.00—$7.20 average $4.80 KGTU Georgetown Municipal Airport Georgetown, TX FS $4.98 $4.88 GUARANTEED AeroJet Center FS $4.98 GUARANTEED T74 14 ESE Taylor Municipal Airport Taylor, TX Taylor Municipal Airport Avfuel SS $3.00 27-Aug update KEDC 18 SSE Austin Executive Airport Austin, TX FS $5.85 27-Aug update KILE 24 N Skylark Field Airport Killeen, TX Flight Line Services Avfuel SS $3.70 FS $4.15 27-Aug update KGRK 25 NNW Robert Gray Army Airfield Fort Hood (Killeen), TX Killeen-Fort Hood Regional Airport FS $4.15 24-Apr update KAUS 29 S Austin-Bergstrom International Airport Austin, TX FS $7.20 GUARANTEED FS $6.85 02-Sep update FS $4.99 GUARANTEED KBMQ 29 W Burnet Municipal Airport-Kate Craddock Field Burnet, TX Faulkner's Air Shop Avfuel FS $4.76 27-Aug update KTPL 32 NNE Draughon-Miller Central Texas Regional Airport Temple, TX General Aviation Terminal SS $4.28 FS $4.63 27-Aug update KDZB 36 WSW Horseshoe Bay Resort Airport Horseshoe Bay, TX Horseshoe Bay Resort Jet Center EPIC FS $5.74 19-Aug update Airports Navaids Airspace Fixes Aviation Fuel Hotels iPhone App My AirNav AirNav: Fuel prices near Georgetown Municipal Airport http://airnav.com/fuel/local.html 1 of 2 9/3/2019, 9:23 AM Page 23 of 164 T35 38 ENE Cameron Municipal Airpark Cameron, TX City of Cameron SS $3.45 GUARANTEED KGYB 47 SE Giddings-Lee County Airport Giddings, TX Sills Aviation Services LLC independent SS $3.90 21-Aug update KHYI 48 SSW San Marcos Regional Airport Austin, TX FS $4.79 30-Aug update FS $4.91 $4.81 GUARANTEED Copyright © AirNav, LLC. All rights reserved.Privacy Policy Contact AirNav: Fuel prices near Georgetown Municipal Airport http://airnav.com/fuel/local.html 2 of 2 9/3/2019, 9:23 AM Page 24 of 164 Page 25 of 164 Page 26 of 164 Page 27 of 164 Page 28 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: S ep tember 2019 G TAB Up d ates - Wes ley Wright, P.E., S ystems Engineering Directo r/Michael Hallmark, C I P Manager. IT E M S UMMARY: S eptember 2019 GTAB Updates F M 971 - Realignment at Austin Avenue: T xDO T review fro m district offic e met 5-21 o n 90% plans Klotz sub mitted 100 % plans in August. Enviro nmental c o mp lete and s ubmitted. S ched uled engineering c o mp letion 2019 Northwest B lvd: P re-con held 8-19 C has c o beginning to prep R O W, and finis hing cons truc tion s urvey Rivery Blvd E xtension: P ro ject walk through 8-28-19 punc h lis t es tab lis hed ro ad to open to traffic 9-3-19 P lanned to c omplete August 2019 E B Williams @ Rivery Turn Lane C O G Electric has relo cated utilities. Atmo s is c urrently wo rking to reloc ate and rep lace gas in the area as well. Jo e Bland c ompleted remo val on tree in c o nflic t with turn lane. C O G F iber s cheduling relo c atio n of fib er to new poles , S ud d enlink to relo cate fo llo wing fib er. S outhwest Bypass (RM 2243 to IH 35) P hase 1: C o mp lete S outhwest Bypass (RM 2243 to IH 35) P hase 2: S ubgrad e c omplete, Base cours e 90% Bridge 95% c o mp lete C o mp letion s c hed uled 4th quarter 2019 Rock Water Quality Pond Improvements: F inalizing d es ign. W PAP mo d ificatio ns d efined and G A is being inc luded into the T C E Q ap p licatio n. W PAP appro val has b een received from T C EQ . Ad vertis ing to start Augus t 11th. Bid O p ening held o n August 28th 2019. G TAB and C o uncil to co ns ider in S ep tember. Old Town “Northeast” S idewalk: Bid O pening held o n July 16th 2019. G TAB ap p ro ved recommend ation of award to C ho ice Build ers LLC o n Augus t 9th, C ity C o uncil ap p ro ved o n Augus t 27 th. C ontrac ts are being routed fo r signatures. Austin Ave S idewalks – Hwy 29 to Leander Rd.: C o ntracto r has c ompleted remove & replac e and new c o nc rete s id ewalk thro ughout the projec t. C o ntracto r working on c o nc rete p unch list items . P edestrian s igns to be ins talled alo ng with all s triping p ro ject wid e. P rojec t expec ted to b e c o mp leted and c lo s ed out in S ep temb er. S hell S idewalk Improvements: Des ign 95% c o mp lete. Wo rking to s ecure eas ement. Appraisals b eing ordered for eas ement need . 17th S t. C D B G S idewalk: Working on 95% plans . S urvey id entified so me R O W lines that need c leaning up at the R ail Ap ts. Ad vertis ing to s tart on August 11th. G TAB & C o uncil to cons id er in S eptember. 2019 HIP R: Page 29 of 164 NT P issued fo r 6/24/19, C rews have c o mpleted paving all o f O ld To wn and are no w p aving in the Berry C reek area on Bumb le Bee 2019 High P erformance P avement Seal P ackage #1 (P MM) C o ntracto r has c ompleted applic ation of high performance p avement s ealer in Univers ity P ark and R aintree. C ontrac tor is sc heduled to have S un C ity area completed by Augus t 29th 2019, this includ es the ad d itional app lic atio n o n S un C ity Blvd from S an S aba d rive to S H 195 and the Mc Kinney F alls area. 2019 High P erformance P avement Seal P ackage #2 (HA5) C o ntracto r sc hed uled to s tart in G eo rgeto wn Village on S eptemb er 6th 2019. Notices have been posted o n the C ity Webs ite and Next Door. Neighb o rho o d meeting was held on Augus t 12th 2019. 17th S treet Rehab P lans 95% c omplete. Bid o p ening held o n Augus t 28 th 2019. G TAB and C ity C o uncil to cons id er in S ep tember. 2018 Curb & Gutter P ro ject will be bid with 17th S treet rehab . Bid opening held on August 28 th 2019. G TAB and C ity C o unc il to cons id er in S ep tember. F IN AN C IAL IMPAC T: N/A S UB MIT T E D B Y: Wesley Wright, P.E., S ys tems Engineering Direc tor/Mic hael Hallmark, C I P Manager. AT TAC H ME N T S: D escription Type September 2019 GTAB updates Pres entation Page 30 of 164 September 2019 GTAB Updates Cover Sheet FM 971 - Realignment at Austin Avenue: TxDOT review from district office met 5-21 on 90% plans Klotz submitted 100 % plans in August. Environmental complete and submitted. Scheduled engineering completion 2019 Northwest Blvd: Pre-con held 8-19 Chasco beginning to prep ROW, and finishing construction survey Rivery Blvd Extension: Project walk through 8-28-19 punch list established road to open to traffic 9-3-19 Planned to complete August 2019 EB Williams @ Rivery Turn Lane COG Electric has relocated utilities. Atmos is currently working to relocate and replace gas in the area as well. Joe Bland completed removal on tree in conflict with turn lane. COG Fiber scheduling relocation of fiber to new poles, Suddenlink to relocate following fiber. Southwest Bypass (RM 2243 to IH 35) Phase 1: Complete Southwest Bypass (RM 2243 to IH 35) Phase 2: Subgrade complete, Base course 90% Bridge 95% complete Completion scheduled 4th quarter 2019 Rock Water Quality Pond Improvements: Finalizing design. WPAP modifications defined and GA is being included into the TCEQ application. WPAP approval has been received from TCEQ. Advertising to start August 11th. Bid Opening held on August 28th 2019. GTAB and Council to consider in September. Old Town “Northeast” Sidewalk: Bid Opening held on July 16th 2019. GTAB approved recommendation of award to Choice Builders LLC on August 9th, City Council approved on August 27th. Contracts are being routed for signatures. Austin Ave Sidewalks – Hwy 29 to Leander Rd.: Contractor has completed remove & replace and new concrete sidewalk throughout the project. Contractor working on concrete punch list items. Pedestrian signs to be installed along with all striping project wide. Project expected to be completed and closed out in September. Shell Sidewalk Improvements: Design 95% complete. Working to secure easement. Appraisals being ordered for easement need. Page 31 of 164 17th St. CDBG Sidewalk: Working on 95% plans. Survey identified some ROW lines that need cleaning up at the Rail Apts. Advertising to start on August 11th. GTAB & Council to consider in September. 2019 HIPR: NTP issued for 6/24/19, Crews have completed paving all of Old Town and are now paving in the Berry Creek area on Bumble Bee 2019 High Performance Pavement Seal Package #1 (PMM) Contractor has completed application of high performance pavement sealer in University Park and Raintree. Contractor is scheduled to have Sun City area completed by August 29th 2019, this includes the additional application on Sun City Blvd from San Saba drive to SH 195 and the McKinney Falls area. 2019 High Performance Pavement Seal Package #2 (HA5) Contractor scheduled to start in Georgetown Village on September 6th 2019. Notices have been posted on the City Website and Next Door. Neighborhood meeting was held on August 12th 2019. 17th Street Rehab Plans 95% complete. Bid opening held on August 28th 2019. GTAB and City Council to consider in September. 2018 Curb & Gutter Project will be bid with 17th Street rehab. Bid opening held on August 28th 2019. GTAB and City Council to consider in September. Page 32 of 164 FM 971 at Austin Avenue Realignment Intersection Improvements Project No. 1BZ TIP No. AG September 2019 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 TxDOT review from district office met 5-21 on 90% plans Klotz submited 100 % plans in August. Environmental complete and submitted. Scheduled engineering completion 2019 Environmental/ Archeological TBD Rights of Way Pursuing one parcel on Project. Parcel has been sent to condemnation, possession expected Summer 2019. Utility Relocations TBD Construction Estimated late fiscal year 18-19 Other Issues AFA with TxDOT complete. Page 33 of 164 Northwest Boulevard (Fontana Drive to Austin Avenue) Project No. 5QX TIP No. AF September 2019 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 Design Complete Environmental/ Archeological Complete Rights of Way ROW Documents are being finalized. All offers have been made. 8 Parcels required. 5 acquired, 1 in closing, 2 in condemnation. Utility Relocations TBD Construction pre-con held 8-19 Chasco beginning to prep ROW, and finishing construction survey Other Issues Page 34 of 164 Rivery Boulevard Extension (Williams Drive to Northwest Boulevard @ Fontana Drive) Project No. 5RM TIP No. AD September 2019 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 Complete 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 hearings completed on 2 parcels, working toward final resolution of matter. Total Parcels: 22 Appraised: 22 Offers: 22 Acquired: 20 Closing pending: 0 Condemnation: 2 Utility Relocations TBD Construction Project walk through 8-28-19 punch list established road to open to traffic 9-3-19 Planned to complete August 2019 o Other Issues Page 35 of 164 Right Turn Lane EB Williams Driver @ Rivery Blvd Project No. 5RP TIP No. None September 2019 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 Williams Drive Project Manager Joel Weaver, Chris Pousson and Wesley Wright, P.E. Engineer M&S Engineering, LLC Element Status / Issues Design EB Williams @ Rivery turn lane design complete. TCEQ WPAP approval received. Easements/ROW contracts have been signed, Closing scheduled for June 28th. Change Order for Joe Bland approved. PO has been created. Environmental /Archeology TBD Rights of Way All easements acquired. Additional easements are needed for EB Williams @ Rivery turn lane, in acquisition now. Total Parcels: 3 Appraised: 3 Offers: 3 Acquired: 0 Closing pending: 2 Condemnation: 0 Utility Relocations Atmos to relocate 1 – 3” line Bid Phase TBD Construction COG Electric has relocated utilities. Atmos is currently working to relocate and replace gas in the area as well. Joe Bland has removed conflict tree. COG Fiber scheduling relocation followed by Suddenlink Other Issues TBD Page 36 of 164 Southwest Bypass Project (RM 2243 to IH 35) Project No. 1CA Project No. BK September 2019 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 (Southwest Bypass (RM 2243 to IH 35) Phase 1 – WPAP for phase 1 approved. On site tasks: Phase 1 o Complete Southwest Bypass (RM 2243 to IH 35) Phase 2 – Subgrade complete, base course 90% Bridge 95% Project completion scheduled last quarter 2019 Rights of Way Complete Other Issues Page 37 of 164 Rock Water Quality Pond Improvements Project No. 1EC TIP No. None September 2019 Project Description Design and preparation of final plans, specifications and estimates (PS&E) and construction administration for WPAP modifications and rehabilitation of the Rock Water Quality Pond. Purpose To improve the water quality treatment and capacity for the downtown overlay district. Project Managers Michael Hallmark, Chris Pousson Engineer Steger & Bizzell Element Status / Issues Design Finalizing design. WPAP modifications defined and GA is being included into the TCEQ application. WPAP approval has been received from TCEQ Environmental/ Archeological GA is complete Rights of Way N/A Utility Relocations none Bid Phase Advertising to start August 11th. Bid Opening held August 28th 2019. GTAB and Council to consider in September. Construction TBD Other Issues Page 38 of 164 Citywide Sidewalk Improvements Project Old Town Northeast Sidewalks Project No. 1EF TIP No. None September 2019 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 Finalizing design, received TCEQ WPAP approval. Final review of design and contract specifications are underway. Environmental/ Archeological TBD Rights of Way / Easements All easements needed have been obtained. Utility Relocations Relocate Frontier, Sudden link and COG Electric overhead. Construction Bid Opening held on July 16th 2019. GTAB approved recommendation of award to Choice Builders LLC on August 9th, City Council approved on August 27th. Contract documents to be routed for signatures. Other Issues Page 39 of 164 Citywide Sidewalk Improvements Austin Ave Sidewalk Improvements Project No. 1CJ TIP No. None September 2019 Project Description The proposed project consists of the rehabilitation and installation of pedestrian facilities along Austin Ave from Hwy 29 to Leander Rd. 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 Chris Pousson Engineer KPA Element Status / Issues Design Bid Opening held on 10-30-18. GTAB approved on 11-9-18, City Council approved on 11-27-18. Environmental/ Archeological TBD Rights of Way / Easements none Utility Relocations Hydrant Construction Contractor working to complete installation of pedestrian signs and striping. Other Issues N/A Page 40 of 164 Shell Road Sidewalk Improvements Project No. TIP No. None Unchanged - September 2019 Project Description The proposed project consists of the installation of pedestrian facilities along Shell Road from Sequoia Spur to Bellaire Dr. 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 to eliminate sidewalk gaps for pedestrian mobility. Project Managers Chris Pousson Engineer KPA Element Status / Issues Design 95% design set to be reviewed. Working to secure easement. Environmental/ Archeological TBD Rights of Way / Easements 1 easement needed at Shell Road and Sequoia Spur. Appraisals being ordered. Utility Relocations TBD Construction TBD Other Issues TBD Page 41 of 164 17th St CDBG Sidewalks (Railroad to Forest St) Project No. 9AZ TIP No. September 2019 Project Description Construction of new sidewalk along 17th St from Railroad to Forest St. Improving the two GoGeo bus stops on that route. Purpose This project will improve the pedestrian route connecting existing low income housing to important community services and destinations. Project Manager Chris Logan Engineer KPA Element Status / Issues Design Task order is fully executed for the engineering services. Design underway • Survey is complete, working on preliminary alignment • Final Design – complete by early July • Bidding – Complete by mid August Environmental/ Archeological Complete Rights of Way Working on 90% plans. Survey identified some ROW lines that need cleaning up at the Rail Apts. Utility Relocations TBD Construction Advertising to start on August 11th. GTAB & Council to consider in September. Other Issues Page 42 of 164 Project: 2019 Street Maintenance Hot In Place Recycling (HIPR) Project# 1EM Update – September 2019 Project Description: This project will consist of furnishing an installing approximately 225,000 square yards of hot-in-place asphalt recycling, edge milling, adjustment of water valves and manholes, tree pruning, traffic control and miscellaneous striping. Purpose: The purpose of this project is to maintain high Pavement Condition Indices (PCI) by Hot-In-Place asphalt recycling within the City Street Maintenance Program Project Manager: Ken Taylor Engineer: KPA Contractor: TBD Phase Start Finish Status / Comments Preliminary Engineering February 2019 March 2019 Task Order approved by Council February 2019 Final Design March 2019 April 2019 ROW / Easements Bid / Award Bid # May 2019 May 2019 Bid Opening 5/1/19, Approved by GTAB 5/10/19 & Council on 5/14/19 Construction June 2019 September 2019 NTP issued for 6/24/19, Crews have completed paving all of Old Town and are now paving in the Berry Creek area on Bumble Bee Post Construction Page 43 of 164 2019 Street Maintenance Project No. None TIP No. None September 2019 Project Description Purpose 2019 CIP Maintenance project consist of furnishing and installing approximately 240,000 square yards of high performance pavement seal (PMM) and approximately 180,000 square yards of high performance pavement seal (HA5) traffic control, and miscellaneous striping in Sun City, Georgetown Village, University Park and Raintree subdivisions. To provide protection and maintain an overall pavement condition index of 85% Project Manager Chris Pousson Engineer/Enginee rs KPA, LP Task Status / Issues High performance pavement seal Package #1 (PMM) Contractor has completed application of high performance pavement sealer in University park and Raintree. Contractor is scheduled to have Sun City area completed by August 29th 2019, This includes the additional application on Sun City Blvd from San Saba drive to SH 195 and the McKinney Falls area. High performance pavement seal Package #2 (HA5) Contractor scheduled to start in Georgetown Village on September 6th 2019. Notices have been posted on the City Website and Next Door. Neighborhood meeting was held on August 12th 2019. Page 44 of 164 KASBERG, PATRICK & ASSOCIATES, LP CONSULTING ENGINEERS GEORGETOWN, TEXAS 78626 FIRM REGISTRATION NUMBER F-510 PROPOSED 2019 IMPROVEMENT PROJECTS EXHIBIT A January 25, 2019 0 HORIZONTAL SCALE IN FEET 2500 5000 N O R T H © 2 0 1 4 K a s b e r g , P a t r i c k & A s s o c i a t e s , L P FI L E : P: \ G e o r g e t o w n \ 2 0 1 9 \ D e v e l o p m e n t \ S t r e e t M a i n t e n c e \ S T R E E T M A I N T A I N A N C E . d w g L A S T S A V E D : 1/ 2 5 / 2 0 1 9 2 : 3 5 : 4 7 P M LA Y O U T : 11 x 1 7 e x h i b i t Page 45 of 164 17th Street Rehabilitation Project No. None TIP No. None September 2019 Project Description This project consist of the rehabilitation of 17th street from Austin Ave to Church Street. This project will include replacing and upgrading the existing water line in the project area, new curb and gutter and full rehabilitation of the street. Project Manager Chris Pousson Engineer/Engineers KPA Element Status / Issues Design 95% Complete. Environmental/ Archeological N/A Rights of Way All work will remain in existing ROW Utility Relocations N/A Bid Phase Bid Opening held on September 28th 2019. GTAB to consider award on September 13th followed by City Council. Construction Other Issues Page 46 of 164 2018 Curb and Gutter Project No. 5AL TIP No. None September 2019 Project Description Design and preparation of final plans, specifications and estimates (PS&E) and construction administration for curb and gutter replacements on 20th street, 19 ½ street, Myrtle Street, 16th street, 17 ½ street and Elm Street. Purpose This project consists of removing and replacing old curb and gutter that do not properly drain storm water and prematurely damage streets. Project Managers Chris Pousson Engineer KPA Element Status / Issues Design 100% Complete. Environmental/ Archeological N/A Rights of Way N/A Utility Relocations N/A Bid Phase Project will be bid with 17th Street rehab. Bid Opening held on September 28th. GTAB to consider on September 13th followed by City Council to award contract. Construction Other Issues Page 47 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible actio n to ap p rove the Minutes from the August 9, 2019 Meeting. -- Emily Ko o ntz - Board Liais on IT E M S UMMARY: F IN AN C IAL IMPAC T: NO NE S UB MIT T E D B Y: Emily Ko o ntz - Bo ard Liaison AT TAC H ME N T S: D escription Type GTAB Minutes 08-09-19 Backup Material Page 48 of 164 Minutes of the Meeting of the Georgetown Transportation Advisory Board and the Governing Body of the City of Georgetown, Texas August 9, 2019 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. Board Members Present: Ron Bindas – Board Chair, Dan Jones, Robert Redoutey, George Brown, Sheila Mills, Rachael Jonrowe Board Members Absent: Troy Hellmann, Ercel Brashear, Doug Noble Staff Present: Wes Wright, Ray Miller, Emily Koontz, Michael Hallmark, Joseph Carney, Chris Pousson, Jim Briggs, Wayne Reed, Nathan Parras Others Present: Terry Reed-ACC, Carl Norris-ACC, John Milford-ACC, Wendy Dew Regular Session A. Call to Order: Meeting called to order by Chairperson Ron Bindas 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 Board Members and Visitors: All board members, visitors, and staff were introduced. C. Industry/CAMPO/TxDOT/Transit Updates: Miller gave updates. Updates included in the packet. Jonrowe asked and Miller answered that the numbers for June were up because of the summer peak that happened from last year as well, but numbers for July are not in yet. Miller also stated that they working on adding several stops. Jonrowe asked and Miller responded that they are working on more advertising. Bindas asked and Wright replied that the Northwest Blvd Bridge will probably start around Labor Day. D. Airport Monthly Update: Joseph Carney gave updates. All updates included in the packet. Bindas asked and Carney replied that they have not had any new inquiries about airport related businesses. Citizens Wishing to Address the Board: The following people with the Airport Concerned Citizens (ACC) signed up to speak to the Board on Item E: Carl Norris – 6 minutes (extra 3 minutes donated by John Milford) – Statement attached to minutes. Page 49 of 164 E. August 2019 GTAB Updates – Wesley Wright, P.E. Systems Engineering Director/Michael Hallmark, CIP Manager. Wright gave updates. All updates included in the packet. Mills asked and Wright replied that the Rivery Blvd extension will get drivers onto Park Lane and from there they can go east and get out onto the service road of I35. Mills asked and Wright responded that the round-a-bout will go with the Northwest Blvd package and will hopefully done by the end of the year. Legislative Regular Agenda F. Consideration and possible approval of the Minutes from the June 14, 2019 Meeting – Emily Koontz – Board Liaison. MOTION by Brown, second by Mills to approve the minutes. APPROVED 6-0-3 (Hellmann, Noble, and Brashear – absent) G. Consideration and possible recommendation to award a contract to Choice Builders, LLC of Temple, Texas for the construction of the Old Town Northeast Sidewalk project in the amount of $855,020.80 - Wesley Wright, P.E. Systems Engineering Director/Michael Hallmark, CIP Manager. Part of the 2015 Road Bond was all the priority one sidewalks identified as missing or needed. This project was one of the priority one sidewalks. The city has now been able to obtain all the right-of-ways they needed to proceed. The bid was below the engineer’s estimate and there are funds in the Road Bond 2015. Bindas asked and Pousson asked that the timeline was about 120 days. MOTION by Brown, second by Mills. APPROVED 6-0-3 (Hellmann, Noble, and Brashear – absent) Adjournment Motion by Jonrowe, second by Jones. APPROVED 6-0-3 (Hellmann, Noble, and Brashear – absent) Meeting was Adjourned at 10:37 AM Approved: Attested: ___________________________ __________________________ Ronald Bindas - Chair Dan Jones – Secretary _________________________________ Emily Koontz – GTAB Board Liaison Page 50 of 164 GTAB STATEMENT AUGUST 9, 2019 AGENDA ITEM “D” AIRPORT MONTHLY REPORT Good morning Mr. Chairman, and members of the GTAB. My name is Hugh C. Norris, Jr. My residence is 4400 Luna Trail, Georgetown, Texas. I am a member of the Airport Concerned Citizens (ACC). The focus of the ACC is governmental transparency and public participation regarding federal and state taxpayer grants for the Georgetown Municipal Airport (GTU) AND relocation of its current heart-of-the-city landlocked location to a safer, superior, long-term site for its FAA designation and development as THE principle Central Texas Reliever Airport. Governmental respect and adherence to public transparency leads to better ideas and community safety. This understanding of governments at all levels was a principle that lead to passage by Congress and signing into law by President Nixon in 1969/1970 of the National Environmental Policy Act (NEPA) and subsequent Council on Environmental Quality oversight development of FAA NEPA compliance regulations that require Environmental Assessments (EA's) and/or Environmental Impact Statements (EIS's) for major federal funding actions such as the 2016, 20 year, 52 projects, $60 Million PROGRAM of new GTU capital improvements. The city, TxDOT and FAA have funded four major federal action PROGRAMS proposed by GTU master plans of 1980, 1998, 2005 and 2016. All have been for operations expansion and development of the GTU as THE principle Central Texas military and civilian reliever airport. About $28 Million taxpayer funds have been expended for projects out of these PROGRAMS. The 2016 PROGRAM is over twice this total in magnitude of cost and potential adverse impacts on the community. A common requirement of the NEPA compliance process is mandatory public examination of ALL practicable alternatives to the major funding action which has NEVER been done for the four PROGRAMS. This board is THE citizen advisory board to the City Council for all actions regarding the GTU. This board recommended city council approve the 2016 GTU master plan and PROGRAM and incorporate it into the 2030 Comprehensive Plan. Examine the maps around this room and note the landlocked location of the GTU in the planned heart of our growing city and atop the Edwards Aquifer Recharge Zone (EARZ). It's location as a Central Texas reliever airport with planned PROGRAM implemented take offs and landings up to 764 per day including 150,000 pound dual wheel toxic leaded fueled aircraft and tens of thousands of gallons of hazardous materials with no pro-active safeguards atop the EARZ is a constant health and death hazard to the community and region. Members of this board may feel trapped or intimidated from considerations of any GTU alternate locations by the city council's approval and city charter actions regarding the old Airport Advisory Board's unprofessional and defective report titled "Airport Closing Project - October 2002" which dismissed such alternatives as not possible AND the city's tightened shroud of secrecy cast over all GTU plans and operations expansion before and since that time. DON'T BE! Some members may feel there are no GTU alternatives based on some consultants and staff assertions that the GTU has been federalized; that FAA and TxDOT would not permit any limitations to continued GTU expanded operations or relocation. NONSENSE! The GTU is the property of the citizens of the city - not TxDOT or FAA. Staying on course with operations expansion at the current GTU location means certain destruction of neighborhoods by eminent domain or debilitating noise or deadly destruction by fire, explosion or water supply contamination. The community and region's future health, safety and political respect of the city itself demand your examination of such alternatives. Page 51 of 164 Our city needs a professional study showing how the GTU can be seamlessly relocated at no cost to existing taxpayers, state and federal governments by consideration, but not limited to: (1) CH2MHill's 2013 Airport Business Analysis recommendation of an Airport Authority not limited to a city limits location, (2) the existing state statute requiring TxDOT to build and maintain a State Airport for Central Texas, (3) the over $100 Million best land use and zoning of the GTU's property for relocation costs, (4) city services, investments, ad valorem and sales tax uses granted to other local quality land developments, (5) a relocated GTU to a future safe and superior location modeled on the relationship between the City of Ft Worth and private land ownership of the Ft Worth Alliance Reliever Airport, and (6) special directed Certificates of Obligation bonds serviced by taxpayers of redeveloped GTU property. Mr. Chairman, the ACC will present added comments on this issue in future meetings. Comments and questions by members of the board are welcomed. Page 52 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible recommend ation to ap p ro ve the bid fo r the S un C ity Inters ectio n S afety Enhanc ement P ro ject to C ho ice Build ers LLC of Temple Texas in the amount of $632,132.40 -- Wes ley Wright, P.E., S ys tems Engineering Direc tor/Mic hael Hallmark, C I P Manager IT E M S UMMARY: F o r the p as t year, s taff has been wo rking with S un C ity on enhanced p ed es trian s afety. R ec ently, the S un C ity As s o ciation has improved sidewalks and ramps at various intersec tions and this projec t is to provide enhanc ed pedestrian safety signage and striping at nine intersections located in the S un C ity N eighborhood. T he intersections are listed below: o S alt C reek Lane & S un C ity Blvd o S c is s o rtail Trail & S un C ity Blvd o Texas Drive & Dell Webb Blvd o Texas Drive & S un C ity Blvd o W hispering Wind & S un C ity Blvd o S an S aba Drive & S un C ity Blvd o S un C ity Blvd & Texas Drive o S un C ity Blvd & R ec reational P arking Lo t T his projec t inc lud es pus h b utton ac tivated rapid flas hing b eacons at the inters ec tions no ted ab o ve. T hese are designed to alert drivers that pedestrians are p res ent and increase visibility of the c ro s s walks in both d ay and night. W hile staff only rec eived o ne b id for this pro jec t, the unit pric es are competitive with what the c ity has recently paid for s imilar enhancements at two o ther intersec tions on Austin Avenue. Both s taff and our c o ns ulting engineer recommend award o f the b id to C hoic e Builders. F IN AN C IAL IMPAC T: F und s are availab le in the current bud get S UB MIT T E D B Y: Wesley Wright, P.E., S ys tems Engineering Direc tor/Mic hael Hallmark, C I P Manager AT TAC H ME N T S: D escription Type Location Map Backup Material LOR s uncity Backup Material Bid Tabulation Backup Material examples Backup Material Page 53 of 164 TEX A S D R S H 1 9 5 RONALD W REA G A N B L V D S U N C I T Y B L V D W I L L I A M S D R COOL S P R I N G W A Y 1 2 3 4 6 7 8 5 Plot Date: 8/7/2019 Plotted By: KVILLALBAFI L E : P: \ G e o r g e t o w n \ 2 0 1 8 \ 2 0 1 8 - 1 4 8 S U N C I T Y I N T E R S E C T I O N S \ C A D \ P l a n s \ w o r k i n g p l a n s e t \ G E N E R A L \ I N T E R S E C T I O N S . d w g L A S T S A V E D : 8/ 7 / 2 0 1 9 1 1 : 5 2 : 1 4 A M LA Y O U T : G- 0 5 L O C A T I O N M A P SHEET NO. G-05 OF 05 SHEETS GENERAL SHEETS LOCATION MAP 0 HORIZONTAL SCALE IN FEET 1000 2000 N O R T H CITY OF GEORGETOWN, TEXAS SUN CITY INTERSECTIONS APPROVED BY DESIGNED BY DRAWN BY PROJECT NO. DATE Alvin R. Sutton, III 2018-148 Kevin Villalba KASBERG, PATRICK & ASSOCIATES, LP CONSULTING ENGINEERS TEMPLE, TEXAS 76501© 2019 Kasberg, Patrick & Associates, LP KPA Firm Registration Number F-510 BYREVISIONDATENO.DESIGN SET Page 54 of 164 September 3, 2019 Mr. Joel Weaver Systems Engineering Project Manager City of Georgetown 300-1 Industrial Avenue Georgetown, Texas 78626-8445 Re: City of Georgetown Sun City Intersection Safety Enhancment Project Georgetown, Texas Dear Mr. Weaver, Bids were received by the City of Georgetown until 2:30 P.M. on Wednesday, August 28, 2019 for the above referenced project. There were three (3) plan holders and one (1) competitive bid was received. A detailed bid tabulation of this bid is attached for your use, as well as, overall location map of the proposed intersection safety enhancement. The project consists of enhanced pedestrian safety signage and striping at nine intersections located in the Sun City Neighborhood. The intersections are listed below: o Salt Creek Lane & Sun City Blvd o Scissortail Trail & Sun City Blvd o Texas Drive & Dell Webb Blvd o Texas Drive & Sun City Blvd o Whispering Wind & Sun City Blvd o San Saba Drive & Sun City Blvd o Sun City Blvd & Texas Drive o Sun City Blvd & Recreational Parking Lot The bid included a base bid and alternate bid. Below is a description of each part of the bid: Base Bid: Border LED Pedestrian Signage - $812,016.40 • Installation of Border lit LED Pedestrian Crossing Signage with advanced Border Lit LED Pedestrian Crossing Signage KASBERG, PATRICK & ASSOCIATES, LP CONSULTING ENGINEERS Texas Firm F-510 Temple RICK N. KASBERG, P.E. Georgetown One South Main Street R. DAVID PATRICK, P.E., CFM 1008 South Main Street Temple, Texas 76501 THOMAS D. VALLE, P.E. Georgetown, Texas 78626 (254) 773-3731 GINGER R. TOLBERT, P.E. (512) 819-9478 ALVIN R. “TRAE” SUTTON, III, P.E., CFM JOHN A. SIMCIK, P.E., CFM Page 55 of 164 Mr. Joel Weaver September 3, 2019 Page Two Alternate A: Rectangular Rapid Flashing Beacon – $(179,884.00): • Installation of Rectangular Rapid Flashing Beacon (RRFB) Pedestrian Crossing Signage with advanced standard Pedestrian Crossing Signage We would recommend awarding the Base Bid with Alternate A for the installation of the Rectangular Rapid Flashing Beacons (RRFB), in lieu of the Border Lit LED Pedestrian Crossing Signage. RRFBs have been installed at the intersection of 10th Street and Austin Avenue, and are currently being installed at the intersection of 16th Street and Austin Avenue. The low qualified bidder for the project is Choice Builders, LLC of Temple, Texas. Choice Builders, LLC has successfully completed pedestrian and signal improvements for the other Central Texas Municipalities in the past. We have reviewed the current workload, references and construction history of Choice Builders, LLC and their subcontractors. As a result of our findings, we recommend that a contract be awarded for the Base Bid and Alternate A to Choice Builders, LLC in the amount of $632,132.400. Sincerely, Alvin R. (Trae) Sutton III, P.E., CFM ARS/ xc: Mr. Wesley Wright, PE, City of Georgetown Mr. Michael Hallmark, City of Georgetown Ms. Nicole Abrego, City of Georgetown Mr. Charlie O’Daniel, Choice Builders, LLC 2018-148-30 Page 56 of 164 BID TABULATION CITY OF GEORGETOWN TEXAS Sun City Intersection Safety Improvements August 30, 2019; 2:00 PM 2018-148-40 *Error in provided excel spreadsheet multiplication, totals revised Item Estimated Unit Bid Data Unit Extended No.Quantity Description Price Amount BASE BID: BORDER LED FLASHING LIGHTS 1 100%LS Insurance, Bonds and Mobilization, not to exceed 5% of Bid, Complete for $37,400.00 $37,400.00 2 100%LS Provide Labor,Equipment,Tools and Supervision to Complete Preparation of Right-of-way, Complete For 5,700.00 5,700.00 3 100%LS Traffic Control & Pedestrian Detour Plan & Implementation, Complete for 15,000.00 15,000.00 4 100%LS Prepare and Administer Stormwater Pollution Prevention Plan, Complete For 1,500.00 1,500.00 5 500 LF Furnish, Install, & Removal of Silt Fence, Complete for 2.50 1,250.00 6 60 SY Removal of Existing Concrete, Complete for 20.00 1,200.00 7 80 SY Furnish and Install Concrete Sidewalk Pads, Complete for 53.00 4,240.00 8 2 EA Furnish and Install TxDOT Type 21 Pedestrian (Median) Ramp 3,100.00 6,200.00 9 55 LF CONDT (PVC) (SCH 80) (2")92.00 5,060.00 10 55 LF ELEC CONDR (NO.8) INSULATED 18.00 990.00 11 25 EA IN SM RD SN SUP & AM TY10BWG(1)SA(P)388.00 9,700.00 12 9 EA REMOVE SM RD SN SUP&AM 70.00 630.00 13 1240 LF REFL PAV MRK TY I (W) 24" (SLD) (100 MIL)7.30 9,052.00 14 152 EA REF PAV MRK TY I(W)18"(YLD TRI)(100MIL)73.00 11,096.00 15 1240 EA REFL PAV MRK TY II (W) 24" (SLD)1.20 1,488.00 16 152 LF REFL PAV MRK TY II (W) 18" (YLD TRI)6.20 942.40 17 280 LF ELIM EXT PAV MRK & MRKS (24")7.40 2,072.00 18 1240 LF PAV SURF PREP FOR MRK (24")0.20 248.00 19 152 EA PAV SURF PREP FOR MRK (18")(YLD TRI)2.00 304.00 20 12 EA UNI-DIRECTIONAL PUSH BUTTON,LED BORDER FLASHING,PED POLE ASSEMBLY 11,907.00 142,884.00 21 36 EA UNI-DIRECTIONAL LED BORDER FLASHING PED POLE ASSEMBLY 11,300.00 406,800.00 22 2 EA BI-DIRECTIONAL , LED BORDER FLASHING, PED POLE ASSEMBLY 11,300.00 22,600.00 23 4 EA PEDESTRIAN PUSH BUTTON POLE 5,400.00 21,600.00 24 16 EA PED DETECT PUSH BUTTON (STANDARD)1,960.00 31,360.00 25 16 EA WIRELESS PUSH BUTTON PACKAGE FOR EACH INTERSECTION 2,200.00 35,200.00 26 100%LS For Irrigation Repair Allowance by a Licensed Irrigator to be paid Repair Invoice plus 20%, Complete For 12,500.00 12,500.00 27 100%LS City of Georgetown Force Account 25,000.00 25,000.00 TOTAL BASE BID (Items 1 - 27) Item Estimated Unit Bid Data Unit Extended No.Quantity Description Price Amount ALTERNATE A: RRFB FLASHING LIGHTS 1 -12 EA DEDUCT BID ITEM 20, PART A: UNI-DIRECTIONAL PUSH BUTTON, LED BORDER FLASHING, PED POLE ASSEMBLY $11,907.00 $(142,884.00) 2 -36 EA DEDUCT BID ITEM 21, PART A:UNI-DIRECTIONAL LED BORDER FLASHING PED POLE ASSEMBLY 11,300.00 (406,800.00) 3 -2 EA DEDUCT BID ITEM 22, PART A: BI-DIRECTIONAL, LED BORDER FLASHING, PED POLE ASSEMBLY 11,300.00 (22,600.00) 4 18 EA Furnish and Install Solar Powered Rectangle Rapid Flashing Pedestrian Beacons (RRFB), Complete For 21,000.00 378,000.00 5 32 EA Furnish & Install Standard Pedestrian Crossing Ahead Signage (W11-2 & W16-9), including Pole and Breakaway Pole Base, Complete For 450.00 14,400.00 TOTAL ALTERNATE A (Items 1 - 5) BID SUMMARY TOTAL BASE BID (Items 1 - 27)$812,016.40 TOTAL ALTERNATE A (Items 1 - 5)$(179,884.00) $632,132.40 Did Bidder Acknowledge Addendums No. 1 - No. 2?YES Did Bidder provide Section #00400?YES Did Bidder provide Section #00410?YES I hereby certify that this is a correct & true tabulation of all bids received Alvin R. Sutton, III, P.E., CFM Date Kasberg, Patrick & Associates, LP BIDDER INFORMATION Choice Builders 3809 S. General Bruce Drive Suite 103 Temple TX 76502 812,016.40$ (179,884.00)$ August 30, 2019 Page 57 of 164 Example Image – Border Lit LED Pedestrian Signage Example Image – RRFB Pedestrian Signage Page 58 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and p o s s ib le reco mmendatio n to award a c o ntrac t to P atin C o ns truc tion, L L C of Taylor, Texas for the 17th s treet rehab ilitatio n and 2018 C urb & G utter p ro ject in the amo unt of $926,440.00 – Wesley Wright, P.E., S ys tems Engineering Direc tor/Mic hael Hallmark, C I P Manager. IT E M S UMMARY: T his projec t c o nsist of two parts . P art A is the rehabilitatio n of 17 th street fro m Austin Ave to C hurc h S treet. Inc luding replac ement and upgrad e o f the exis ting water line in the p ro ject area, new c urb and gutter and full rehabilitation of the s treet. P art B includ es the 2018 C urb & G utter p ro jec t. T he 2018 C urb & G utter projec t includ es approximately 5,000 lf o f c urb & gutter to b e ins talled alo ng a p o rtio n of 20th, 19 ½, 17 ½, 16th, Myrtle and Elm S treets . T his projec t was pub licly advertised on August 11, 2019 and Augus t 18, 2019. S ix (6) firms o b tained p lans. F rom thes e plan holders o n August 28, 2019 we rec eived four (4) c ompetitive b id s . T he lo w q ualified b id d er for the projec t is P atin C ons truc tion, LLC of Austin, Texas with a to tal b id of $926,440.00. Kas b erg, P atric k & Asso c iates , L P have reviewed the c urrent wo rkload, referenc es and cons tructio n his tory o f P atin C ons truction, L L C . As a results of their findings Kasberg, P atrick & As s o ciates rec ommend the contrac t b e awarded to P atin C ons tructio n, LLC S TAF F R E C O MME N D AT ION: Kas b erg, P atric k & As s oc iates, LP and staff rec ommend award ing a contrac t to P atin C o nstruc tion, LLC o f Taylor, Texas fo r the cons tructio n o f the 17th S treet rehabilitation (P art A) and the 2018 C urb & G utter imp ro vements (part B) in the amo unt o f $926,440.00 F IN AN C IAL IMPAC T: F und s for thes e p ro jects are available in the c urrent year ’s b udget o f: Drainage C I P S treet O p eratio ns Water C I P S UB MIT T E D B Y: C hris P o usso n AT TAC H ME N T S: D escription Type Letter of Recommendation Backup Material Bid Tab Backup Material Page 59 of 164 September 3, 2019 Mr. Chris Pousson Systems Engineering Project Manager City of Georgetown 300-1 Industrial Avenue Georgetown, Texas 78626-8445 Re: City of Georgetown 17th Street Rehabilitation & Old Town Curb & Gutter Replacement Project Georgetown, Texas Dear Mr. Pousson, Bids were received by the City of Georgetown until 2:30 P.M. on Wednesday, August 28, 2019 for the above referenced project. There were six (6) plan holders and four (4) competitive bids were received. A detailed bid tabulation of this bid is attached for your use. The project consisted of a two (2) Part Base Bid and an Alternate Bid. A summary of the project and their locations are listed below: Part A: 17th Street Rehabilitation Project - $526,600.00 • Reconstruction of 17th Street between Austin Avenue and College Street; • Improvements include installation of new crushed limestone base material, curb and gutter, asphalt paving, and new 8” water line. Part B: Old Town Curb & Gutter Replacement Project – $399,840.00: • Installation of new curb and gutter for the following streets: o 16th Street: Church to Elm o 17 ½ Street: Elm to Ash (North Side Only) o Elm Street: 15th to 17 ½ o 20th Street: Paige to Church o Myrtle Street: 15th to 16th Alternate A: Alternate Base Section for 17th Street Rehabilitation Project – $90,450.00: • Installation of HMAC Type “B” Asphalt base material in lieu of crushed limestone base material for the 17th Street Rehabilitation Project. KASBERG, PATRICK & ASSOCIATES, LP CONSULTING ENGINEERS Texas Firm F-510 Temple RICK N. KASBERG, P.E. Georgetown One South Main Street R. DAVID PATRICK, P.E., CFM 1008 South Main Street Temple, Texas 76501 THOMAS D. VALLE, P.E. Georgetown, Texas 78626 (254) 773-3731 GINGER R. TOLBERT, P.E. (512) 819-9478 ALVIN R. “TRAE” SUTTON, III, P.E., CFM JOHN A. SIMCIK, P.E., CFM Page 60 of 164 Mr. Chris Pousson September 3, 2019 Page Two The low qualified bidder for the project is Patin Construction, LLC of Taylor, Texas. Patin Construction, LLC has successfully completed several roadway reconstruction and curb and gutter projects for the City of Georgetown in the past. We have reviewed the current workload, references and construction history of Patin Construction, LLC and their subcontractors. As a result of our findings, we recommend that a contract be awarded for the Base Bid (Parts A & B) to Patin Construction, LLC in the amount of $926,440.00. We do not recommend award of Add Alternate A. Patin Construction, LLC is the low bidder for the project regardless of award combination. Sincerely, Alvin R. (Trae) Sutton III, P.E., CFM ARS/ xc: Mr. Wesley Wright, PE, City of Georgetown Mr. Michael Hallmark, City of Georgetown Ms. Nicole Abrego, City of Georgetown Mr. Jimmy Patin, Patin Construction, LLC 2017-120-30 Page 61 of 164 BID TABULATION CITY OF GEORGETOWN TEXAS 17th Street Rehabilitation & Old Town Curb & Gutter Replacement Project Bid # 201939 August 28, 2019; 2:30 PM 2017-120-40 1 of 3 BIDDER INFORMATION Item Estimated Unit Bid Data Unit Extended Unit Extended Unit Extended Unit Extended No.Quantity Description Price Amount Price Amount Price Amount Price Amount PART A: 17th Street Reconstruction 1 100%LS Insurance, Bonds & Mobilization, not to exceed 5% of Total Part A $25,000.00 $25,000.00 $24,000.00 $24,000.00 $25,000.00 $25,000.00 $30,000.00 $30,000.00 2 100%LS Video DVD of the Project Area Prior to & After Construction for Part A 250.00 250.00 1,500.00 1,500.00 1,200.00 1,200.00 1,500.00 1,500.00 3 12 STA Provide Labor,Equipment,Tools &Supervision to Complete Preparation of Right- of-way 6,000.00 72,000.00 1,000.00 12,000.00 1,750.00 21,000.00 851.00 10,212.00 4 100%LS Traffic Control Plan Implementation for Part A 10,000.00 10,000.00 9,000.00 9,000.00 12,000.00 12,000.00 20,000.00 20,000.00 5 100%LS Stormwater Pollution Prevention Plan,Including Submission to &Receiving Permits from Texas Commission on Environmental Quality (TCEQ) for Part A 3,000.00 3,000.00 1,000.00 1,000.00 5,000.00 5,000.00 4,500.00 4,500.00 6 3 EA Furnish, Install & Removal of Inlet Protection 100.00 300.00 100.00 300.00 125.00 375.00 800.00 2,400.00 7 1,500 CY For Unclassified Excavation of Existing Roadway 20.00 30,000.00 17.00 25,500.00 25.00 37,500.00 12.00 18,000.00 8 500 CY For Compacted Fill (Onsite) of Existing Roadway 5.00 2,500.00 24.00 12,000.00 20.00 10,000.00 18.00 9,000.00 9 750 CY For Compacted Fill (Offsite) of Existing Roadway 20.00 15,000.00 38.00 28,500.00 30.00 22,500.00 56.00 42,000.00 10 2,400 LF For Removal & Haul Off of Existing Concrete Curb & Gutter 3.00 7,200.00 7.00 16,800.00 5.00 12,000.00 13.00 31,200.00 11 3,300 SY Furnish & Install 12-inch Moisture Conditioned Subgrade 10.00 33,000.00 6.00 19,800.00 2.00 6,600.00 5.00 16,500.00 12 3,300 SY Furnish & Install 12-inch Crushed Limestone Base 15.00 49,500.00 13.00 42,900.00 20.00 66,000.00 32.00 105,600.00 13 2,400 SY Furnish & Install 3" Crushed Limestone Base 6.00 14,400.00 5.00 12,000.00 15.00 36,000.00 13.00 31,200.00 14 2,400 SY Furnish & Install 3" HMAC Type D 23.00 55,200.00 20.50 49,200.00 23.00 55,200.00 20.00 48,000.00 15 2,400 LF Furnish & Install Standard Curb & Gutter 13.00 31,200.00 13.50 32,400.00 16.00 38,400.00 18.00 43,200.00 16 250 SY Furnish & Install Concrete Driveway 70.00 17,500.00 70.00 17,500.00 95.00 23,750.00 95.00 23,750.00 17 75 SY 6-Foot Concrete Valley Gutter 75.00 5,625.00 110.00 8,250.00 95.00 7,125.00 99.00 7,425.00 18 950 LF Furnish & Install 8-inch PVC Water Line 53.00 50,350.00 66.00 62,700.00 55.00 52,250.00 27.00 25,650.00 19 25 LF Furnish & Install 4-inch PVC Water Line 45.00 1,125.00 100.00 2,500.00 75.00 1,875.00 15.00 375.00 20 150 LF Furnish & Install 2-inch PVC Water Line 35.00 5,250.00 80.00 12,000.00 45.00 6,750.00 7.00 1,050.00 21 2 EA Furnish & Install 8-inch Wet Tap with Gate Valve 5,000.00 10,000.00 6,400.00 12,800.00 5,000.00 10,000.00 7,904.00 15,808.00 22 3 EA Furnish & Install 8-inch Gate Valve 2,000.00 6,000.00 1,700.00 5,100.00 3,800.00 11,400.00 6,080.00 18,240.00 23 1 EA Furnish & Install 8 x 8 Inch Tee 1,000.00 1,000.00 450.00 450.00 250.00 250.00 3,891.00 3,891.00 24 1 EA Furnish & Install 8-inch Cap 500.00 500.00 800.00 800.00 250.00 250.00 1,824.00 1,824.00 25 4 EA Cut & Cap Existing 4-inch Water Line 1,000.00 4,000.00 700.00 2,800.00 200.00 800.00 790.00 3,160.00 26 1 EA Furnish & Install Standard Fire Hydrant Assembly 6,000.00 6,000.00 5,000.00 5,000.00 5,000.00 5,000.00 4,317.00 4,317.00 27 4 EA Furnish & Install 8" 45 Degree Bends 500.00 2,000.00 265.00 1,060.00 250.00 1,000.00 3,891.00 15,564.00 28 3 EA Furnish & Install 8" 11.25 Degree Bends 500.00 1,500.00 250.00 750.00 250.00 750.00 5,472.00 16,416.00 29 100%LS Connect to Existing Water Lines 5,000.00 5,000.00 3,000.00 3,000.00 20,000.00 20,000.00 3,040.00 3,040.00 30 100%LS Pressure Testing Water Line 2,500.00 2,500.00 1,200.00 1,200.00 2,000.00 2,000.00 3,040.00 3,040.00 31 1 EA Relocate Existing Rock Mail Box 1,000.00 1,000.00 1,800.00 1,800.00 750.00 750.00 1,824.00 1,824.00 32 2,400 SY Furnish, Install, Maintain & Establish Either Bermuda or St. Augustine Grass Sod 0.50 1,200.00 9.00 21,600.00 8.00 19,200.00 8.00 19,200.00 33 100%LS For Irrigation Repair Allowance by a Licensed Irrigator to be paid Repair Invoice plus 20% 7,500.00 7,500.00 7,500.00 7,500.00 7,500.00 7,500.00 7,500.00 7,500.00 34 100%LS For City of Georgetown Force Account 50,000.00 50,000.00 50,000.00 50,000.00 50,000.00 50,000.00 50,000.00 50,000.00 TOTAL PART A: 17th Street Reconstruction (Items 1 - 34) A Greater Austin Development Company, Inc.MA Smith Contracting Co, Inc. 15308 Ginger St. Austin, TX 78728 503,710.00$ 6500 River Place Blvd, Ste. 201 Austin, TX 78730 635,386.00$ Patin Construction, LLC 3800 W. 2nd Street Taylor, TX 76574 526,600.00$ Joe Bland Contracting 13111 Dessau Road Austin, TX 78754 569,425.00$ Page 62 of 164 BID TABULATION CITY OF GEORGETOWN TEXAS 17th Street Rehabilitation & Old Town Curb & Gutter Replacement Project Bid # 201939 August 28, 2019; 2:30 PM 2017-120-40 2 of 3 BIDDER INFORMATION A Greater Austin Development Company, Inc.MA Smith Contracting Co, Inc. 15308 Ginger St. Austin, TX 78728 6500 River Place Blvd, Ste. 201 Austin, TX 78730 Patin Construction, LLC 3800 W. 2nd Street Taylor, TX 76574 Joe Bland Contracting 13111 Dessau Road Austin, TX 78754 Item Estimated Unit Bid Data Unit Extended Unit Extended Unit Extended Unit Extended No.Quantity Description Price Amount Price Amount Price Amount Price Amount PART B: Old Town Curb & Gutter Replacement 1 100%LS Insurance, Bonds & Mobilization, not to exceed 5% of Total Part B $18,500.00 $18,500.00 $20,000.00 $20,000.00 $10,000.00 $10,000.00 $30,000.00 $30,000.00 2 100%LS For Providing a Video DVD of the Project Area Prior to &After Construction for Part B 250.00 250.00 1,500.00 1,500.00 1,200.00 1,200.00 1,500.00 1,500.00 3 52 STA Provide Labor,Equipment,Tools &Supervision to Complete Preparation of Right- of-way 800.00 41,600.00 300.00 15,600.00 500.00 26,000.00 12.00 624.00 4 100%LS Traffic Control Plan Implementation for Part B 10,000.00 10,000.00 5,000.00 5,000.00 10,000.00 10,000.00 35,000.00 35,000.00 5 100%LS Prepare Stormwater Pollution Prevention Plan,Including Submission to & Receiving Permits from Texas Commission on Environmental Quality (TCEQ)for Part B 3,000.00 3,000.00 1,000.00 1,000.00 5,000.00 5,000.00 4,500.00 4,500.00 6 250 LF Furnish, Install & Removal of Silt Fence 2.50 625.00 3.00 750.00 5.00 1,250.00 9.00 2,250.00 7 1,900 CY For Unclassified Excavation of Existing Roadway 20.00 38,000.00 10.00 19,000.00 25.00 47,500.00 12.00 22,800.00 8 4,900 LF For Removal & Haul Off of Existing Concrete Curb & Gutter 4.00 19,600.00 3.00 14,700.00 5.00 24,500.00 18.00 88,200.00 9 4,600 LF Furnish & Install Standard Curb & Gutter 13.00 59,800.00 45.00 207,000.00 16.00 73,600.00 15.00 69,000.00 10 2,400 SY Furnish & Install 8-inch Limestone Base under curb as needed 13.00 31,200.00 5.00 12,000.00 15.00 36,000.00 88.00 211,200.00 11 950 LF Furnish & Install 2-foot wide Driveway Laydown Curb (Driveway Valley Gutter) 13.00 12,350.00 25.00 23,750.00 25.00 23,750.00 24.00 22,800.00 12 475 SY Furnish & Install Concrete Driveway 70.00 33,250.00 70.00 33,250.00 95.00 45,125.00 95.00 45,125.00 13 55 LF Furnish & Install Saw Tooth Curb 13.00 715.00 50.00 2,750.00 30.00 1,650.00 24.00 1,320.00 14 550 TN Furnish & Install 6" HMAC Type C Patch 146.00 80,300.00 70.00 38,500.00 145.00 79,750.00 125.00 68,750.00 15 900 SY Furnish & Install 2" HMAC Type D Patch for 19 1/2 Street & 20th Street 16.00 14,400.00 16.00 14,400.00 16.00 14,400.00 34.00 30,600.00 16 2,500 SY Install, Maintain & Establish Either Bermuda or St. Augustine Grass Sod 0.50 1,250.00 3.00 7,500.00 8.00 20,000.00 8.00 20,000.00 17 100%LS For Irrigation Repair Allowance by a Licensed Irrigator to be paid Repair Invoice plus 20% 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 18 100%LS For City of Georgetown Force Account 25,000.00 25,000.00 25,000.00 25,000.00 25,000.00 25,000.00 25,000.00 25,000.00 TOTAL PART B: Old Town Curb & Gutter (Items 1 - 18)688,669.00$ 451,700.00$ 399,840.00$ 454,725.00$ Page 63 of 164 BID TABULATION CITY OF GEORGETOWN TEXAS 17th Street Rehabilitation & Old Town Curb & Gutter Replacement Project Bid # 201939 August 28, 2019; 2:30 PM 2017-120-40 3 of 3 BIDDER INFORMATION A Greater Austin Development Company, Inc.MA Smith Contracting Co, Inc. 15308 Ginger St. Austin, TX 78728 6500 River Place Blvd, Ste. 201 Austin, TX 78730 Patin Construction, LLC 3800 W. 2nd Street Taylor, TX 76574 Joe Bland Contracting 13111 Dessau Road Austin, TX 78754 Item Estimated Unit Bid Data Unit Extended Unit Extended Unit Extended Unit Extended No.Quantity Description Price Amount Price Amount Price Amount Price Amount Alternate A - Alternate Base Section 1 -1,500 CY Deduct Part A, Item 7 - For Unclassified Excavation of Existing Roadway $20.00 $(30,000.00) $17.00 $(25,500.00) $25.00 $(37,500.00) $10.00 $(15,000.00) 2 -500 CY Deduct Part A, Item 8 - For Compacted Fill (Onsite) of Existing Roadway 5.00 (2,500.00) 24.00 (12,000.00) 20.00 (10,000.00) 15.00 (7,500.00) 3 -750 CY Deduct Part A, Item 9 - For Compacted Fill (Offsite) of Existing Roadway 20.00 (15,000.00) 38.00 (28,500.00) 30.00 (22,500.00) 46.00 (34,500.00) 4 -3,300 SY Deduct Part A, Item 12 -Furnish & Install 12-inch Crushed Limestone Base 15.00 (49,500.00) 13.00 (42,900.00) 20.00 (66,000.00) 26.00 (85,800.00) 5 -2,400 SY Deduct Part A, Item 13 -Furnish & Install 3" Crushed Limestone Base 6.00 (14,400.00) 5.00 (12,000.00) 15.00 (36,000.00) 11.00 (26,400.00) 6 1,100 CY For Unclassified Excavation of Existing Roadway 20.00 22,000.00 20.00 22,000.00 27.00 29,700.00 12.00 13,200.00 7 250 CY For Compacted Fill (Onsite) of Existing Roadway 5.00 1,250.00 25.00 6,250.00 22.00 5,500.00 18.00 4,500.00 8 500 CY For Compacted Fill (Offsite) of Existing Roadway 20.00 10,000.00 40.00 20,000.00 32.00 16,000.00 56.00 28,000.00 9 3,300 SY Furnish & Install 6-inch HMAC Type B 38.00 125,400.00 36.00 118,800.00 40.00 132,000.00 35.00 115,500.00 10 2,400 SY Furnish & Install 3" HMAC Type B 18.00 43,200.00 18.00 43,200.00 20.00 48,000.00 20.00 48,000.00 TOTAL Alternate Base Section: (Items 1 - 10) BIDDER INFORMATION BID SUMMARY TOTAL PART A: 17th Street Reconstruction (Items 1 - 34)$526,600.00 $503,710.00 $569,425.00 $635,386.00 TOTAL PART B: Old Town Curb & Gutter (Items 1 - 18)$399,840.00 $451,700.00 $454,725.00 $688,669.00 TOTAL Alternate Base Section: (Items 1 - 10)$90,450.00 $89,350.00 $59,200.00 $40,000.00 $1,016,890.00 $1,044,760.00 $1,083,350.00 $1,364,055.00 Did Bidder Acknowledge Addendums No. 1 - No. 4?YES YES YES YES Did Bidder provide Section #00400?YES YES YES YES Did Bidder provide Section #00410?YES YES YES YES I hereby certify that this is a correct & true tabulation of all bids received Alvin R. Sutton, III, P.E., CFM Date Kasberg, Patrick & Associates, LP Patin Construction, LLC MA Smith Contracting Co, Inc.Joe Bland Contracting A Greater Austin Development Company, Inc. 90,450.00$ 89,350.00$ 59,200.00$ 40,000.00$ Taylor, TX 76574 Austin, TX 78728 Austin, TX 78754 Austin, TX 78730 3800 W. 2nd Street 15308 Ginger St.13111 Dessau Road 6500 River Place Blvd, Ste. 201 August 30, 2019 Page 64 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ib le recommendatio n to approve a c o ntract with M.A. S mith C o ntracting, Inc. of Austin, Texas for the R o ck Water Q uality P o nd Imp ro vements projec t in the amo unt of $544,879.00 – Wesley Wright, P.E., S ys tems Engineering Direc tor/Mic hael Hallmark, C I P Manager. IT E M S UMMARY: T he R oc k water q uality p o nd imp ro vements projec t was ad vertis ed for p ub lic b id s on August 11, 2019 and Augus t 18, 2019 in the Williamson C ounty S un. T hrough S teger & Bizzell’s offic e, we p ro vided p lans and s p ecific atio ns to nine plan ho ld ers . O n Wednes d ay Augus t 28, 2019 at 2:00 P.M. We received four competitive b id s . T he qualified low bidder was M.A. S mith C o ntracting, Inc . o f Aus tin, Texas fo r the R o ck Water Q uality P o nd Improvements pro jec t in the amo unt o f $544,879.00 T he bid inc lud es as s oc iated concrete, p ip ing and s torm water improvements to imp ro ve the water q uality treatment and c apac ity for the downto wn overlay dis trict. T his bid als o includes p arking imp ro vements alo ng R oc k S treet with the additio n o f 13 parking s pots , s triping and s id ewalks . S taff Recommendations: S taff and S teger & Bizzell recommend awarding this c o ntract for the R oc k Water Q uality P ond Improvements p ro ject to M.A. S mith C o ntrac ting C o mp any, Inc . in the amo unt o f $544,879.00 F IN AN C IAL IMPAC T: F und s for this expend itures are b udgeted in: 640-9-0880-90-064 120-9-0880-90-041 S UB MIT T E D B Y: C hris P o usso n AT TAC H ME N T S: D escription Type Letter of recommendation - Bid tab Backup Material Page 65 of 164 Page 66 of 164 Page 67 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible actio n to recommend an Interlocal Agreement (ILA) with Capital Metro fo r GoGeo Transportation S ervices fo r F Y 2020 -- R ay Miller, Jr., Trans p o rtatio n P lanning C o o rd inato r / Interim Directo r of P ublic Works IT E M S UMMARY: After the 2010 C ens us , the C ity of G eorgeto wn was designated as a part o f the Aus tin Urbanized Area, affecting fund ing for the provis io n o f pub lic trans portation services. T he C ity in o rd er to c o ntinue p ro vision of trans it s ervices would have to wo rk with C ap ital Metro and would no longer b e eligib le for Demand R es pons e s ervices p ro vided thro ugh C ART S in areas no t d es ignated as Urb an in the C ens us. T herefo re, in Ap ril of 2014, C ap ital Metro ap p ro ved a revis ed S ervice Exp ans ion P olic y, which provid es a p ro cess fo r ac c es s ing federal fund s by c ities in the region that are not c urrently a part of C ap ital Metro ’s s ervic e area. In order to be eligible fo r federal trans it funds thro ugh C ap ital Metro , the C ity of G eorgetown, in 2015 completed a Trans it Development P lan (T DP ) as req uired b y the S ervice Exp ans ion P olic y and d es ires to p ro vide fixed-ro ute and paratransit services c o ns is tent with C apital Metro's S ervice Extension P olic y thro ugh a partners hip with C ap ital Metro and C ART S . In Ap ril 2017, C ity C ounc il adopted the F inal Trans it P ro ject P lan, inc luding F ares , R idership P olic ies and Brand ing. At the s ame time, C ity C ounc il ad o p ted an Interloc al Agreement with the G eorgetown Health F o und ation in whic h within o ne year o f exec utio n o f the agreement the C ity agreed to provid e fixed route b us s ervic e, ADA p aratrans it and res p o nsive s ervic e within the c o rp o rate limits of the C ity. R es p o nsive s ervic e is a trans p o rtatio n s ervic e whic h s upp o rts acc es s to medic al fac ilities , rec reatio nal activities , jo b o p p o rtunities and ed uc ational ins titutio ns and other s o cial d eterminants of health no t d irectly s erved b y F ixed R o ute b us . T he F o und ation agreed to p ro vide $150,000 annually to the C ity for three years in order to o ffs et lo cal matc h for the transit services. In additio n, the F o und ation will c ontribute an ad d itional $50,000 o n an annual basis to s upport additional trans portation solutions targeting communities no t d irectly s ervic ed by the fixed route b us s ystem. T he attac hed I nterlo cal Agreement between the C ity o f G eo rgeto wn and C ap ital Metro is intended to imp lement the third full fis cal year o f fixed ro ute s ervices as outlined in the Ap ril 2017 F inal Transit Development P lan, inc luding typ e of s ervic es , routes and p erfo rmanc e meas ures . F IN AN C IAL IMPAC T: T he lo cal match p artic ip ation fo r the fixed ro ute and paratransit s ervic es is $591,564. T he C ity of G eorgetown and the G eo rgeto wn Health F o und ation are p artnering on the loc al match with the C ity of G eorgetown provid ing $391,564 which is includ ed in the F Y 2020 bud get. T he G eorgetown Health F o und ation is provid ing $200,000 o f the required loc al funding. S UB MIT T E D B Y: R aymond Miller, Jr AT TAC H ME N T S: D escription Type Page 68 of 164 FY 2020 Cap Metro Interlocal Agreement Exhibit Page 69 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 1 of 20 INTERLOCAL AGREEMENT BETWEEN CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY AND THE CITY OF GEORGETOWN (Contract Transit Services) This Interlocal Agreement (“Agreement”) is between Capital Metropolitan Transportation Authority, a transportation authority and political subdivision of the State of Texas organized under Chapter 451 of the Texas Transportation Code (“Capital Metro”), and the City of Georgetown, a home rule city and municipal corporation, organized under Chapter 9 of the Local Government Code (“City”), each individually referred to as “Party” and collectively referred to as “Parties”, pursuant to the provisions of the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. RECITALS WHEREAS, City desires to obtain local fixed routes and complementary paratransit service in the City through a partnership with Capital Metro; and, WHEREAS, Capital Metro desires to provide the transit services to the City; and, WHEREAS, City intends to utilize Federal Transit Administration (“FTA”) funding under 49 U.S.C. 5307 (“Section 5307”) to partly fund the cost of the transit services; and, WHEREAS, City intends to utilize FTA funding under 49 U.S.C. 5310 (“Section 5310”) to partly fund the cost of the transit services. NOW THEREFORE, in consideration of the mutual covenants and agreements herein, Capital Metro and the City agree as follows: AGREEMENT 1. Services. Capital Metro agrees to provide local fixed route and complementary paratransit service within the City, as described in the Scope of Services attached as Exhibit A to this Agreement (the “Services”). Fixed route services provided under this Agreement will be provided along the routes shown on the Exhibit B attached to this Agreement. The Services shall be provided through a separate contract between Capital Metro and the Capital Area Rural Transportation System (“CARTS”) or other mutually agreed upon transportation provider. The City grants Capital Metro the right to use the City’s streets to provide the Services. 2. Complementary Paratransit Services. The City adopted a paratransit plan (“ADA Plan”) on July 25, 2017 in accordance with the American with Disabilities Act (42 U.S.C. Chapter 126). CARTS will determine eligibility for complementary paratransit services based on the City’s ADA Plan. Page 70 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 2 of 20 3. Term. This Agreement shall be effective upon signature of the last party to sign and shall terminate on September 30, 2020, unless terminated for cause or convenience prior to the expiration date (“Term”). 4. Fees. The fees for Services to be paid by the City to Capital Metro shall not exceed the following amounts (collectively, the “Fees”): a) $322,976 in FTA Section 5307 funds and $542,590 in corresponding local match funds from the City, which shall be based on the hourly rates set forth in Exhibit C-1. b) $48,974 in FTA Section 5310 funds and $48,974 in corresponding local match funds from the City, which shall be based on the hourly rates set forth in Exhibit C-2. 5. Invoicing and Payment. a) Capital Metro shall be paid, upon the submission of proper invoices, based on the fees stipulated in Section 4 of this Agreement and Exhibit C for Services rendered and accepted. b) Invoices may be submitted once per month and submitted to the attention of: City of Georgetown Finance Department P.O. Box 409 Georgetown, Texas 78627 c) All payments will be processed in accordance with the Texas Prompt Payment Act, Texas Government Code, Subtitle F, Chapter 2251. d) Invoices shall include data on Key Performance Measures (“Measures”) attached as Exhibit D. 6. Insurance. Capital Metro shall require its bus contractor to maintain at least the minimum amounts of insurance and coverages set forth in Exhibit E (“Insurance”). 7. Independent Contractor. Capital Metro’s relationship to the City in the performance of this Agreement is that of an independent contractor. The personnel performing Services under this Agreement shall at all times be under Capital Metro’s exclusive direction and control and shall be employees or subcontractors of Capital Metro’s and not employees of the City. There shall be no contractual relationship between any subcontractor or supplier of Capital Metro and the City by virtue of this Agreement. Capital Metro shall pay wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as Social Security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 8. Standards of Performance. Capital Metro shall perform Services hereunder in compliance with all applicable federal, state, and local laws and regulations. Capital Metro shall use only licensed personnel to perform work required by law to be performed by such personnel. 9. Licenses and Permits. Capital Metro shall, without additional expense to the City, be responsible for obtaining any necessary licenses, permits, and approvals for complying with any federal, state, Page 71 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 3 of 20 county, municipal, and other laws, codes, and regulations applicable to the performance of Services to be provided under this Agreement including, but not limited to, any laws or regulations requiring the use of licensed subcontractors to perform parts of the work. 10. Notice of Labor Disputes. If Capital Metro has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Services, Capital Metro immediately shall give notice, including all relevant information, to the City. 11. Excusable Delays. Except for defaults of subcontractors, Capital Metro shall not be in default because of any failure to perform this Agreement under its terms if the failure arises from causes beyond the control and without the fault or negligence of Capital Metro. Examples of these causes are: acts of God or of the public enemy, acts of the City of in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of Capital Metro. 12. Termination for Convenience. A party may, whenever the interests of that Party so require, terminate this Agreement, in whole or in part, for the convenience of that Party. Such Party shall give ninety (90) days’ prior written notice of the termination to the other Party specifying the part of the Agreement terminated and when such termination becomes effective shall incur no further obligations in connection with the Services so terminated, and, on the date set forth in the notice of termination, Capital Metro will stop the Services to the extent specified; provided, any such termination must align with Capital Metro’s three (3) yearly service changes, which occur in January, June, and August. 13. Equal Employment Opportunity. In connection with the execution of this Agreement, Capital Metro shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age or national origin. Capital Metro shall take affirmative action to ensure that applicants and employees are treated fairly without regard to their race, religion, color, sex, age or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, promotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 14. Federal Funding. a) The City intends to use federal funds to meet a portion of is financial commitment under Agreement. In recognition of this fact, the Parties agree to conduct all procurements, maintain all records, and otherwise conduct their activities under this Agreement to ensure compliance with all applicable federal statutes, regulations, policies and Agreement requirements necessary to obtain and expend anticipated federal funds and reimbursements, including but not limited to the requirements of 49 C.F.R. section 18.36. b) The Parties will specifically comply with the federal contracting requirements as set forth in the 2016 Federal Transit Administration Master Agreement (“Master Agreement”) which may be access at the following link: https://www.transit.dot.gov/sites/fta.dot.gov/files/Bulletin16- 06ENCLMasterAgreementFY2016_03-04-16.pdf. In doing so, the Parties will require compliance with the applicable federal contracting provisions in all of their contracts and subcontracts related to the Services. In their contracting processes, the Parties will solicit proposals or bids for all of the contracts in accordance with applicable federal, state and local laws, rules, regulations and funding requirements. Page 72 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 4 of 20 15. Use of Information. It shall be the responsibility of each Party to comply with the provisions of the Texas Public Information Act, Chapter 552 of the Texas Government Code (“TPIA”). Neither Party is authorized to receive requests or take any other action under the TPIA on behalf of the other Party. 16. Examination and Retention of Records. The City and its representatives shall have audit and inspection rights described below: a) The City and its representatives shall have the right to examine, all books, records, documents, and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the performance of this Agreement. Such right of examination shall include inspection at all reasonable times at Capital Metro offices, or such parts thereof, as may be engaged in or maintain records in connection with the performance of this Agreement. b) All records shall be made available at the office of Capital Metro at all reasonable times for inspection, audit, or reproduction until the expiration of three (3) years from the date of final payment under this Agreement or for the amount of time required under applicable records retention laws, whichever is longer except that if this contract is completely or partially terminated, the records relating to the work terminated shall be made available for a period of three (3) years from the date of any final settlement or for the amount of time required under applicable records retention laws, whichever is longer. 17. Liability and Limitation of Liability. a) To the extent allowed by Texas law, the Parties agree that each Party is responsible, to the exclusion of any such responsibility of the other Party, for its own proportionate share of liability for its and its employees’, subcontractors’, and agents’ negligent acts and omissions for claims, suits, and causes of action, including claims for property damage, personal injury and death, arising out of or connected to this Agreement and as determined by a court of competent jurisdiction, provided that the execution of this Agreement will not be deemed a negligent act. b) In no event shall either Party, their respective officers, directors, agents or employees be liable in contract or tort, to the other party (or its subcontractors) for special, indirect, incidental or consequential damages, resulting from the performance, nonperformance, or delay in performance of their obligations under this Agreement. This limitation of liability shall not apply to intentional tort or fraud. 18. Assignment. This Agreement shall be binding upon the parties, their successors, and assignees; provided, however, that neither Party shall assign its obligations or delegate its duties hereunder without the prior written consent of the other. Any attempted assignment or delegation without written consent shall be void and ineffective. 19. Governing Law. The rights, obligations, and remedies of the Parties shall be governed by the laws of the State of Texas. Whenever there is no applicable state statute or decisional precedent governing the interpretation of, or disputes arising under or related to, this Agreement, then federal common law, including the law developed by federal boards of contract appeals, the United States Claims Court (formerly the Court of Claims), and the Comptroller General of the United States, shall govern. 20. Venue. Venue for any action shall lie exclusively in Travis County, Texas. Page 73 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 5 of 20 21. Incorporation by Reference. Incorporated by reference the same, as if specifically written herein are the rules, regulations, and all other requirements imposed by the law, including but not limited to compliance with those applicable rules and regulations of the State of Texas and federal government, all of which shall apply to the performance of the Services under this Agreement. 22. Severance. Should any one or more provisions of this Agreement be deemed invalid, illegal or unenforceable for any reason, such as invalidity, illegality or unenforceability shall not affect any other provision held to be void, voidable, or for any reason whatsoever of no force and effect, such provision(s) shall be constructed as severable from the remainder of this Agreement and shall not affect the validity of all other provisions of this Agreement, which shall remain of full force and effect. 23. Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 24. Notices. Any notice required or permitted to be delivered under this Agreement shall be deemed delivered in person or when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the City or Capital Metro, as the case may be, at the addresses set forth below. Notice given by any other manner shall be deemed effective only if and when received by the Party to be notified. A Party may change its address for notice by written notice to the other Party as herein provided. If to City: David Morgan, City Manager City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 With copy to: Charlie McNabb, City Attorney City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 If to Capital Metro: Capital Metropolitan Transportation Authority Attn: Vice President of Strategic Planning and Development 2910 E. Fifth Street Austin, Texas 78702 With copy to: Capital Metropolitan Transportation Authority Attn: Chief Counsel 2910 E. Fifth Street Austin, Texas 78702 Page 74 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 6 of 20 These writings are intended as the final expressions of the Agreement of the Parties and as a complete and exclusive statement of the terms of the Agreement. 25. Performance. The failure of a Party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect the right of such Party to require such performance at any time thereafter nor shall the waiver by either Party of a breach of any provision be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. 26. No Waiver. The Parties to this Agreement are governmental entities under state law and nothing in this Agreement waives or relinquishes the right of the Parties to claim any exemptions, privileges and immunities as may be provided by law. 27. Amendment. This Agreement may be amended only in writing by an instrument signed by an authorized representative of Capital Metro and the City. The City Manager and the Capital Metro President/CEO will have the authority to negotiate and execute amendments to this Agreement without further action of the Georgetown City Council and Capital Metro’s Board of Directors’ approval, but only to the extent necessary to implement and further the clear intent of the respective governing boards approval, and not in such a way as would constitute a substantive modification of the terms and conditions hereof or otherwise violate Chapter 791 of the Texas Government Code. Any amendments that would constitute a substantive modification to the Agreement must be approved by the governing bodies of the Parties. 28. Entire Agreement. This Agreement represents the complete and entire Agreement between the Parties respecting the matters addressed herein, and supersedes all prior negotiations, agreements, representations, and understanding, if any, between the Parties pertaining to the subject matter herein. 29. Current Revenues. All monies paid by the Parties under this Agreement will be paid from current revenues available to the paying Party. 30. Appropriation of Funds. The obligations of the City under this Agreement to make payments to Vendor are subject to appropriation by the City of funds that are lawfully available to be applied for such purpose. If City fails to make such an appropriation prior to a fiscal period of City for the payments scheduled in such a fiscal period, this Agreement shall terminate at the end of the last fiscal period immediately preceding the fiscal period for which funds have not been appropriated. The City shall deliver notice to Capital Metro of such termination at least forty-five (45) days prior to such termination, but failure to give such notice shall not prevent the termination of this Agreement. 31. Exhibits. The following exhibits are incorporated herein by reference: A. Scope of Services B. Routes C. Fees D. Measures E. Insurance IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective undersigned duly authorized effective as of the date of the last Party to sign. Capital Metropolitan Transportation Authority City of Georgetown Page 75 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 7 of 20 By: By: Randy Clarke Dale Ross: President/CEO Mayor, City of Georgetown Date: Date: Page 76 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 8 of 20 Exhibit A – Scope of Services 1. GENERAL PURPOSE This Scope of Services documents the requirements related to the operation of fixed route and complementary paratransit services operated by a bus operator through a contract with Capital Metro for the City: 1.1. Capital Metro through its bus operator shall provide an operationally dependable vehicle service for passenger use, equipped for maximum passenger comfort in a cost-effective manner, and continually maintained and operated in a safe condition as described herein. 1.2. Capital Metro through its bus operator shall furnish all supervision, personnel, passenger vehicles, fuel, materials, supplies, storage and maintenance facilities, tools, equipment, insurance, and incidentals as required to perform an operationally dependable public transportation service. 1.3. The bus operator shall provide reservation and dispatch services in response to reservations made by customers or their agents through the bus operator’s reservation system for paratransit service. 1.4. Paratransit service eligibility and scheduling shall be completed by Capital Metro’s bus operator in accordance with the City’s ADA Plan. 2. VEHICLE HOURS AND FIXED SERVICE ROUTES Annual vehicle hours are not to exceed 7,124 for fixed route services and 4,771 for paratransit services. Service will include four (4) fixed routes, as shown in Exhibit B of this Agreement, and complementary paratransit service. 3. VEHICLE REQUIREMENTS 3.1. Two peak vehicles are required for fixed route service. Vehicles shall be accessible and have the ability to transport at least twelve (12) seated persons. 3.2. One peak vehicle is required for paratransit service. The vehicle shall be accessible and capable of transporting at least twelve (12) seated persons. 3.3. An additional paratransit vehicle not to exceed 1,209 vehicle hours may be provided at CARTS’ discretion in consultation with Capital Metro and the City of Georgetown. 4. SERVICE PERIOD Service hours for weekdays are approximately 7:00 a.m. to 7:00 p.m. and Saturday 8:00 a.m. to 6:00 p.m. (times may vary within this window based on specific route schedules). The bus operator will not provide service on bus operator’s holidays. 5. VEHICLES Page 77 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 9 of 20 5.1. Fixed route and complementary paratransit vehicles shall have adequate heating and air conditioning; two-way radios, not on citizen band frequency; fare box; adequate interior lighting; interior and exterior signage; and padded, comfortable seating for passengers. All vehicles shall be wheelchair accessible and capable of handling two wheelchair positions. 5.2. Vehicles shall have illuminated destination signs that are highly visible and in compliance with ADA regulations. 5.3. Vehicle destination signs shall display GoGeo and the route name or number when operating in Georgetown. The destination signs on routes operated within Georgetown will reflect that service is Georgetown service. All destination signs shall be illuminated for night operation. 5.4. Vehicles shall be equipped with passenger notice holders, and passenger discharge bells. 5.5. Vehicle bodies, frames, and components shall be in sound condition, and free of all damage. Vehicles shall comply with safety and mechanical standards of all state, federal and local governments. All mechanical, electrical, and hydraulic securement systems shall be maintained in proper working condition at all times. 5.6. All vehicles shall be equipped to permit inward and outward wheelchair boarding. Ramps and lifts will comply with ADA standards. Securement for mobility devices shall consist of four (4) securement belts. Additionally, a lap belt will be provided, if desired by the customer. 5.7. The vehicles' air conditioning system shall be of sufficient size and capacity to maintain an inside constant temperature of 75 degrees F. throughout the vehicle, regardless of outside temperature and relative humidity. The heating system shall have proportional controls and be of sufficient capacity to maintain an inside constant temperature of 70 degrees F. throughout the vehicle regardless of outside temperatures. 5.8. All vehicles operated by the bus operator shall be painted in accordance with the Capital Metro’s graphic program. 5.9. Vehicles may support graphic content that identifies GoGeo when operating within Georgetown. Additional vehicle hour cost for graphic installation incurred by the bus operator shall be reimbursed by City of Georgetown to the bus operator. 6. EQUIPMENT CONDITION 6.1. Capital Metro’s bus operator shall maintain each bus in a clean condition throughout, both interior and exterior, at all times that the bus is in service for the City. All buses must be swept, mopped, interiors wiped down (i.e., dashboards, stanchions, bars, etc.). 6.2. All vehicles placed into revenue service shall have all safety items fully operational (i.e., lights, brakes, horn, tires, etc.). 6.3. Spare buses shall be available to replace any bus that may become disabled or otherwise unavailable for operations. 6.4. Capital Metro’s bus operator shall ensure regular and frequent maintenance checks of bus lifts and ramps and will keep all lifts and ramps are in good running condition. Page 78 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 10 of 20 7. REPORTING 7.1. Capital Metro shall submit system information to the National Transit Database (“NTD”) and FTA, as required by FTA Section 5307. 7.2. Capital Metro shall submit ridership data to the City on a monthly basis in a format mutually agreed to by both Parties. At minimum, the monthly reports shall include the Performance Measures in Exhibit D. 8. TRAINING 8.1. All bus operators performing the service of the City will be properly trained to provide a high- quality public transportation service. Training will include, at a minimum, the following elements: 8.1.1. Defensive Driving 8.1.2. Customer service, including providing service to persons with disabilities and proper customer communication practices required for polite customer assistance 8.1.3. Route specific training 8.1.4. Ongoing refresher training 9. PERSONNEL 9.1. Capital Metro’s bus operator shall furnish all operators, mechanics, dispatchers, supervisors, administrative personnel and other personnel services necessary for providing the Services. 9.2. Capital Metro’s bus operator shall employ a supervisor to monitor the Services. Such supervision shall also include responses to and investigation of all accidents. 9.3. Capital Metro’s bus operator shall provide dispatch and radio monitoring personnel during hours of Service. Capital Metro’s bus operator shall be able to effectively dispatch assignments and provide prompt responses to driver and/or vehicle problems which could impact service. 10. FARE COLLECTION 10.1. Capital Metro’s bus operator shall collect all fare revenue. 10.2. The amount of fares collected will be documented on the City’s monthly invoice and deducted from the cost of service. 10.3. Capital Metro’s bus operator shall provide the City with fare media for Georgetown transit services. Page 79 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 11 of 20 10.4. Capital Metro may assist the City of Georgetown in preparing a proposal for GoGeo ticket sales at the HEB on 1100 N Interstate 35 Frontage Rd, Georgetown, TX 78626. 11. MARKETING AND PUBLIC RELATIONS 11.1 Capital Metro and the City will coordinate on all schedules, maps and other printed materials required for marketing the Service. Capital Metro and the City shall also coordinate to distribute appropriate materials for other routes and services that benefit customers of each service, such as passenger notices, cooperate and participate in marketing, promotion, advertising, public relations, and public education programs and projects. 11.2 All marketing material for GoGeo shall be the responsibility of the City. 11.3 Capital Metro shall assist the City of Georgetown in outreach and coordination with Southwestern University and to assist in promotion of free fares for Southwestern University students. Page 80 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 12 of 20 Exhibit B – Routes Page 81 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 13 of 20 Exhibit C – Fees C1 – FY20 Service Description Estimated Annual Hours CARTS Hourly Operating Rate Total Estimated Cost of Service Section 5307 Funding Local Funding from Georgetown Fixed Route and one Paratransit Vehicle (partially funded by 5307) 10,686 $81.00 $865,566 $322,976 $542,590 C2 - Additional Paratransit Vehicle Description Estimated Annual Hours CARTS Hourly Operating Rate Total Estimated Cost of Service Section 5310 Funding Local Funding from Georgetown Paratransit Vehicle (partially funded by 5310) 1,209 $81.00 $97,948 $48,974 $48,974 C3 – Totals Description Estimated Annual Hours CARTS Hourly Operating Rate Total Estimated Cost of Service Section 5307 and 5310 Funding Local Funding from Georgetown Total FY20 Service 11,895 $81.00 $963,514 $371,950 $591,564 Page 82 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 14 of 20 Exhibit D – Measures City of Georgetown FY20 Fixed-Route Performance Goals and Measures Page 83 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 15 of 20 I. Transit Goals and Objectives Transit system performance must be measured based on goals and standards that reflect the operating environment and values of the community it serves. The goals and objectives for transit service in Georgetown were established in the 2015 Georgetown Transit Development Plan. The goals and objectives reflect the needs heard from the community, a review of existing conditions, and an analysis of the type of transit service that would meet the community’s needs. Below are the four goals developed through this process. Goal 1: Provide a safe, reliable, efficient, and accessible transportation option for residents and visitors of Georgetown. Objective: Improve service efficiency and reliability for existing service by meeting or exceeding established standards of performance. • Strategy: Identify key performance indicators specific to Georgetown; establish standards for these indicators that correlate with effective service delivery. • Strategy: Establish a schedule for service evaluation and follow-up remedial actions. • Strategy: Improve productivity in the service area. Goal 2: Adequately address the mobility needs of Georgetown residents. Objective: Improve access to employment, healthcare, shopping, and recreation. • Strategy: Identify locations of employment, healthcare, shopping and recreation locations. • Strategy: Define delivery times for employment, healthcare, shopping and recreation locations. • Strategy: Refine routing to provide more direct access to some of the major destinations in the city, within existing resources based on location and delivery time review. Goal 3: Maximize resource utilization and operational efficiency with respect to system administration and operations. Objective: Maintain capital assets (vehicles and maintenance materials) in State of Good Repair. • Strategy: Develop objective standards for measuring conditions of capital assets. • Strategy: Establish performance measures for capital assets. • Strategy: Develop policies and standards for replacement and rehabilitation of capital assets. Goal 4: Develop a local system that operates effectively in the short-term, continues to develop an audience for regional transit options in the mid-term, and will connect the local community to the region in the long-term. Page 84 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 16 of 20 Objective: Provide access to activity centers today with an understanding of where future regional transit infrastructure is proposed to be located. • Strategy: Submit regional transit projects to the CAMPO Transportation Improvement Plan (TIP). • Strategy: Develop dedicated funding sources for local transit system. • Strategy: Promote Project Connect North through city website and biennial Citizen Survey. Coordinate public awareness of Project Connect through public meetings and open houses. II. Performance Measures Performance measures are developed to address standards of service effectiveness, cost effectiveness, and cost efficiency. These standards will be used to guide service evaluations, set standards for future service changes, ensure compliance with federal requirements for the city of Georgetown, and ensure that the city’s transit goals are being met. The standards used to measure performance of the Georgetown system are a sub-set of the measures that all federally funded transit agencies are required to provide the National Transit Database (NTD). The NTD was established by Congress to be the Nation’s primary source for information and statistics on the transit systems of the United States. Recipients of grants from the Federal Transit Administration (FTA) under the Urbanized Area Formula Program (§5307) are required by statute to submit data to the NTD. There are several measures that are used for NTD reporting; however, some measures are more helpful in determining success of a route or system. Five measures have been selected to monitor the Georgetown fixed-route service. They are based on the selected measures that peer transit agencies use to monitor transit systems and include: 1. Passengers per revenue hour (service effectiveness/productivity) 2. Fare recovery ratio (cost effectiveness) 3. Cost per passenger (cost effectiveness) 4. Cost per revenue hour (cost efficiency) 5. On-Time Performance (service effectiveness) 6. Total Annual Ridership (service effectiveness) The six performance measures will be considered in relationship to each other, as success of a system is based on a number of factors, as shown below. The measures will be reported by route and by the system as a whole. Additionally, the measures should be reported to Georgetown City Council at least yearly in order to assist City Council in making decisions about the routes and the system. Page 85 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 17 of 20 Performance Standards and Common Elements III. Descriptions of Key Performance Measures and Goals for FY20 Below is a description of the performance measures and goals that will be used to assess Georgetown’s four core bus routes. Routes one and two are paired, so the goals should be shown in combination for both routes. Routes three and four are also paired, so the goals are paired as well. 1. PASSENGERS PER REVENUE HOUR Passengers per revenue hour is a key productivity measurement that works as an effective tool for future service planning. Improving ridership is often the goal of planning bus service, however it is just as important to plan for additional ridership with a “right sized” route or system. Passengers per revenue hour is calculated by dividing the total number of passengers by the total number of revenue service hours. It provides a data point for monitoring ridership as it relates to total bus hours operated. Passenger Per Revenue Hour Goals FY 20 Routes 1 & 2 6 Routes 3 & 4 6 Perform- ance Cost UsageService Service Page 86 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 18 of 20 2. FARE RECOVERY RATIO Fare recovery is the fraction of operating expenses that are met by the fares paid by passengers. Fare recovery is calculated by dividing fare revenue by operating costs. Fare Recovery Goals FY 20 Routes 1 & 2 6% Routes 3 & 4 6% 3. COST PER PASSENGER Cost per passenger is designed to track the cost effectiveness for the system as it relates to ridership over time. Cost per passenger is calculated by dividing the total operating expenses by total passengers (unlinked trips) to calculate the cost for each passenger on the service. Cost per passenger does not include fare recovery. Cost Per Passenger Goals FY 20 Routes 1 & 2 $12 Routes 3 & 4 $12 4. COST PER REVENUE HOUR Cost per revenue hour is considered a cost efficency measure, focusing on how well an agency uses resources to deliver services, irrespective of usage. Cost per revenue hour is calculated by dividing total operating expenses by revenue hours. Revenue hours represent the hours that vehicles are available for public use. Cost per revenue hour does not include fare recovery. Cost Per Revenue Hour Goals FY 20 Routes 1 & 2 $89 Routes 3 & 4 $89 Page 87 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 19 of 20 5. ON-TIME PERFORMANCE Schedule adherence or on-time performance refers to the level of success of the bus remaining on the published schedule. On time performance is expressed as a percentage, with a higher percentage meaning more vehicles are on time. The level of on time performance is an important measure of the effectiveness of the system. On-Time Performance Goals FY 20 Routes 1 & 2 95% Routes 3 & 4 95% 6. TOTAL ANNUAL RIDERSHIP Total annual ridership is the actual number of passengers served by the transit routes. The data items are reported as the number of yearly unlinked passenger trips. Unlinked passenger trips are defined as the number of passengers who board public transportation vehicles. Passengers are counted each time they board vehicles no matter how many vehicles they use to travel from their origin to their destination. Total Annual Ridership Goals FY 20 Routes 1 & 2 20,000 Routes 3 & 4 20,000 Total 40,000 Page 88 of 164 ILA - Capital Metro/City of Georgetown (Contract Transit Services) Page 20 of 20 Exhibit E - Insurance 1. Commercial General Liability Insurance Coverage with limits of not less than One Million Dollars ($1,000,000) each occurrence and not less than Two Million Dollars ($2,000,000) Combined Single Limit of Liability for Bodily Injury and Property Damage including Products Liability. 2. Automobile Liability Insurance covering all owned, hired and non-owned automobiles used in connection with Transit Services with limits not less than One Million Dollars ($1,000,000) and not less than Two Million Dollars ($2,000,000) Combined Single Limit of Liability for Bodily Injury and Property Damage. 3. Workers' Compensation Insurance Statutory Workers' Compensation coverage in the State of Texas. Employers Liability Insurance with minimum limits of liability of One Million Dollars ($1,000,000). Page 89 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible actio n to recommend a Transit Service Agreement with S outhwestern University for GoGeo Transportation S ervices for F Y 2020 -- R ay Miller, Jr., Trans p o rtatio n P lanning C oo rd inato r / Interim Direc tor o f P ublic Wo rks IT E M S UMMARY: T he O range R o ute (471) of the G o G eo fixed ro ute transit service inc ludes two inbound and two o utb o und stops o n o r near the campus of S outhwes tern Univers ity. Eac h ac ad emic year S o uthwes tern Univers ity welc o mes approximately 360 entering firs t year students, with over 60 perc ent of tho s e students arriving witho ut an automobile. S outhwestern Ad minis tration and C ity s taff are working to integrate tho s e s tud ents into the c ommunity and p ro vide reliable trans p o rtatio n fo r all s tudents , fac ulty and s taff to d es tinations within the community. Utilizing res ourc es p revious ly fo cus ed on running a one-d ay a week van servic e to s ho p p ing destinatio ns within G eo rgetown, there is a d es ire to utilize G o G eo ro utes to provid e greater s ervice to the University. With the p ropos ed agreement faculty, staff and s tud ents will be ab le to us e their P irate C ard (university id entificatio n c ard ) as a bus ticket to rid e the G o G eo b uses. T he draft agreement is for the term of o ne ac ad emic year, with the optio n to renew. During the first year o f s ervic e, C ART S and C ity staff will evaluate the riders hip numbers and the Univers ity will evaluate the econo mic and bus ines s o p erations of the pro gram. C ity staff are wo rking with the University to provid e s pec ific o utreach programs and ro ute c ard s for the p ro gram. F IN AN C IAL IMPAC T: F o r the current ac ademic year S outhwestern has $2,500 b udgeted fo r the van p o o l program, that will b e used as a p ayment of the program. T he C ity and S outhwestern will revisit the amount of p ayment in the renewal proc es s b as ed on utilizatio n and riders hip of the program. T he c urrent payment will represent a little over 2 perc ent o f the annual fare rec o very ratio fo r the G o G eo program S UB MIT T E D B Y: R ay Miller, Jr AT TAC H ME N T S: D escription Type Southwes tern Trans it Service Agreement Exhibit Page 90 of 164 TRANSIT SERVICE AGREEMENT BETWEEN SOUTHWESTERN UNIVERSITY AND THE CITY OF GEORGETOWN This Agreement (the “Agreement”) is entered into and made effective on the day of , 2019 (“Effective Date”) by and between Southwestern University (“University”) and the City of Georgetown, Texas (“City”), each individually referred to as “Party” and collectively referred to as “Parties.” 1. Scope of Services. The purpose of this Agreement is to provide University students and employees who possess a valid and current University identification (“Eligible University Students and Employees”) access to the City’s GoGEO fixed-route and paratransit services. These services include GoGEO’s eastbound and westbound bus route 471 (orange route), northbound and southbound bus route 472 (purple route), northbound and southbound bus route 473 (blue route), and eastbound and westbound bus route 474 (red route), and GoGEO’s paratransit service for people with documented disabilities who have been certified for paratransit via the City’s certification process. Such certified Eligible University Students and Employees must follow the City’s process for GoGEO reservations and services. Eligible University Students and Employees will not be required to pay a fare and will have unlimited use of the services when they present University identification upon request. Any request for modification to such services shall be made and approved by the City prior to the City providing such services. 2. Term. The initial term of this Agreement will be in effect until September 30, 2020 . This Agreement may be renewed for two (2) additional 12-month optional renewals on terms mutually agreed to by the Parties, subject to the review and approval of the University and the City. Optional renewal terms will remain the same unless the University and the City agree to new terms 60 days in advance of any renewal. 3. Compensation. The University will pay to the City $2,500.00 for the initial term of this Agreement. Payment shall be made within 30 days of the Effective Date of this Agreement or within 30 days of any renewal. Payment shall be made to City of Georgetown, Finance Department, P.O. Box 409, Georgetown, Texas 78627. Any requests for modification to the compensation amounts and schedules shall be made and approved by the City prior to the City providing such services. 4. Holidays. City holidays may alter the level of the City’s GoGEO fixed route and paratransit services. 5. Monitoring and Reporting. Capital Area Rural Transportation System (CARTS) will use its fare collection equipment to monitor, compile, and analyze ridership data for fixed route transit and paratransit services. CARTS will provide monthly or quarterly reports to the City based on this data. The City will provide the University monthly or quarterly reports of University ridership data within 30 days of receipt from CARTS. Page 91 of 164 6. Insurance. The City shall require its bus contractor to maintain the minimum amounts of insurance and coverages set forth below: (a) Commercial General Liability Insurance Coverage with limits of not less than One Million Dollars ($1,000,000) each occurrence and not less than Two Million Dollars ($2,000,000) Combined Single Limit of Liability for Bodily Injury and Property Damage including Products Liability. (b) Automobile Liability Insurance covering all owned, hired and non-owned automobiles used in connection with Transit Services with limits not less than One Million Dollars ($1,000,000) and not less than Two Million Dollars ($2,000,000) Combined Single Limit of Liability for Bodily Injury and Property Damage. (c) Workers’ Compensation Insurance Statutory Workers’ Compensation coverage in the State of Texas. Employers Liability Insurance with minimum limits of liability of One Million Dollars ($1,000,000). 7. Limitation of Liability. In no event shall either Party, their respective officers, directors, agents or employees be liable in contract or tort, to the other Party (or its subcontractors) for special, indirect, incidental, or consequential damages, resulting from the performance, nonperformance, or delay in performance of their obligations under this Agreement. This limitation of liability shall not apply to intentional tort or fraud. 8. Independent Contractor. This Agreement shall not be construed as creating an employer/employee relationship, a partnership or joint venture between the University and the City. The University agrees and understands that the Agreement does not grant any rights or privileges established for employees of the City. The University shall not be within protection or coverage of the City’s Worker Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City, from time to time, may have in force. 9. Termination for Cause. Either Party may terminate this Agreement effective upon written notice to the other if the other breaches any of the terms and conditions of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice of the breach. In the event of an incurable breach, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party. 10. Force Majeure. The City will exert all efforts to perform the tasks set forth herein within the proposed schedules. However, the City shall not be held responsible for inability to perform under this Agreement if such inability is a direct result of a force substantially beyond its control, including but not limited to the following: strikes, riots, civil disturbances, fire, insurrection, war, embargoes, failures of carriers, acts of God, or the public enemy. 11. Confidential Information. Each party agrees not to use, disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other party except and only to the extent necessary to perform under this Agreement or as required Page 92 of 164 by the Texas Public Information Act or other applicable law. Confidential Information shall be designated and marked as such at the time of disclosure. Each party agrees to secure and protect the other party’s Confidential Information in a manner consistent with the maintenance of the other party’s confidential and proprietary rights in the information and to take appropriate action by instruction or agreement with its employees, consultants, or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The provisions of this paragraph shall survive the term of the Agreement. 12. Marketing/Advertising. The University shall be permitted to utilize material from the GoGEO website (https://gogeo.georgetown.org/) to market and advertise the fixed-route bus system to the University community. 13. Severability. This Agreement is severable, and if any one or more parts of it are found to be invalid, such invalidity shall not affect the remainder of this Agreement if it can be given effect without the invalid parts. 14. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas. Venue shall be located in Williamson County, Texas. 15. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and any subsequent successors and assigns. The University shall not subcontract or assign responsibility for performance of any portion of this Agreement without the prior written consent of the City. 16. Third Party Beneficiaries. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the City or the University. 17. Notices. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly, or sent via electronic means, addressed to the appropriate party at the address set forth below: Notice to the University: Southwestern University ATTN: Vice President for Finance and Administration P.O. Box 770 Georgetown, Texas 78627-0770 erwinc@southwestern.edu Notice to the City: City of Georgetown ATTN: City Manager P.O. Box 409 Georgetown, Texas 78627 David.Morgan@georgetown.org Page 93 of 164 With a copy to: City of Georgetown ATTN: City Attorney P.O. Box 409 Georgetown, Texas 78627 Charlie.Mcnabb@georgetown.org 18. Performance. The failure of a party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect the right of such Party to require such performance at any time thereafter nor shall the waiver by either Party of a breach of any provision be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. 19. No Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. 20. Amendments. Any changes to the terms of this Agreement will not be effective unless in writing and signed by an authorized representative of both parties. 21. Entire Agreement. This Agreement, with all exhibits, includes the entire agreement of the City and the University and supersedes all prior and contemporaneous agreements between the parties, whether oral or written, relating to the subject of this agreement. UNIVERSITY: SOUTHWESTERN UNIVERSITY a Texas non-profit organization By: Craig Erwin Vice President for Finance and Administration THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me this day of , 2019 by of Southwestern University, a Texas non-profit organization, on behalf of said organization. My Commission Expires: NOTARY PUBLIC, STATE OF TEXAS Page 94 of 164 CITY: CITY OF GEORGETOWN, TEXAS a home-rule municipal corporation By: Dale Ross Mayor ATTEST: Robyn Densmore City Secretary APPROVED AS TO FORM: Charlie McNabb City Attorney THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me this day of 2019 by Dale Ross, Mayor of the City of Georgetown, Texas, a home-rule municipal corporation, on behalf of the City. My Commission Expires: NOTARY PUBLIC, STATE OF TEXAS Page 95 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible recommend ation to renew the current c o ntract with AvF uel C o rp o ration to s upply aviatio n fuel (Jet-A & 100L L/Avgas) and s ervices to the G eo rgetown Munic ip al Airp o rt, C ity o f G eorgetown, in the es timated annual amo unt of $2,200,000.00 - Joseph A. C arney, C .M. IT E M S UMMARY: In 2016, the C ity o f G eo rgeto wn c o nducted a R eques t fo r Bid s to furnish aviatio n fuel p ro d uc ts to the G eorgetown Munic ipal Airport (KG T U). After an evaluation of s ubmitted bids , AvF uel C orporatio n was s elected to pro vide aviatio n fuel p ro d uc ts to KG T U. T he sub s eq uent c o ntract with AvF uel allows fo r an initial two (2) year c o ntrac t with three (3) one year extensions . Beginning O c tober 1, 2019 is the s econd available o p tion year on the current c ontrac t. AvF uel C o rp o ratio n has expressed a d es ire to exercise this option year of the c o ntract. C ity S taff als o s up p o rts the reques t. If the reques t for exerc is ing the o p tion year is approved , city s taff will es tab lis h a new p urc hase o rd er for upc o ming fisc al year fuel p urc hases. F IN AN C IAL IMPAC T: $2,200,000.00 S UB MIT T E D B Y: Jo s ep h A. C arney C .M., Airport Manager AT TAC H ME N T S: D escription Type Airport Covers heet Cover Memo AvFuel contract Renewal Notice Backup Material Page 96 of 164 Coversheet for GTAB Legislative Agenda Department: Public Works Title: AvFuel Contract Renewal Agenda Category: Legislative Regular Agenda Subject: Consideration and possible recommendation to renew the current contract with AvFuel Corporation to supply aviation fuel (Jet-a and 100LL/AvGas) and services to the Georgetown Municipal airport, in the estimated annual amount of $2,200,000.00. – Joseph A. Carney, C.M., Airport Manager Item Summary: In 2016, the City of Georgetown conducted a Request for Bids to furnish aviation fuel products to the Georgetown Municipal Airport (KGTU). After an evaluation of submitted bids, AvFuel Corporation was selected to provide aviation fuel products to KGTU. The subsequent contract with AvFuel allows for an initial two (2) year contract with three (3) one year extensions. Beginning October 1, 2019 is the second available option year on the current contract. AvFuel Corporation has expressed a desire to exercise this option year of the contract. City Staff also supports the request. If the request for exercising the option year is approved, city staff will establish a new purchase order for upcoming fiscal year fuel purchases. Page 97 of 164 STAFF RECOMMENDATION: Staff recommends approval of this recommendation. Financial Impact: Eligible expenditures are approved in Airport Budget. All reimbursements are applied to airport revenues. Page 98 of 164 Page 99 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible actio n to ap p rove the Texas Department of Trans p o rtatio n G rant fo r R outine Airp o rt Maintenanc e - Joseph A. C arney, C .M., Airp o rt Manager IT E M S UMMARY: T xDO T Aviatio n p ro vides R AMP G rants to airp o rts to help with certain maintenanc e and imp ro vement items on an airport. T hes e grants are provid ed on an annual fis cal year b as is . G eorgeto wn Municipal Airport is eligib le for up to $100,000 reimburs able grant at a 50% reimb urs ement rate, o r $50,000. Eligible items are inc luded in the C ity C ounc il approved F Y2020 Budget in Airport Exp ense line items S inc e this is a "reimburs ement" grant, no additio nal fund s orther than thos e ap p ro ved d uring the F Y20 C ity Budget p ro cess are eligible. F IN AN C IAL IMPAC T: Eligible expenditures are approved in the Airp o rt Bud get. All reimburs ements are applied to airp o rt revenues. S UB MIT T E D B Y: Jo s ep h A. C arney C .M., Airport Manager AT TAC H ME N T S: D escription Type RAMP Grant Cover Sheet Cover Memo RAMP Grant M2014GEORG Backup Material Page 100 of 164 GTAB Meeting Date: September 13, 2019 Item No. AGENDA ITEM COVER SHEET _____________________________________________________________________________________________________________________ SUBJECT: Consideration and possible action to approve the Texas Department of Transportation Grant for Routine Airport Maintenance – Joseph A. Carney, C.M., Airport Manager ____________________________________________________________________________________________________________________ ITEM SUMMARY: The TxDOT Aviation Routine Airport Maintenance Program (RAMP) Grant encourages airport owners to maintain their airport and make improvements using local funds. This is a 50% Reimbursable grant for eligible items. These grants are provided on an annual fiscal year basis. Georgetown Municipal airport is eligible for up to a $100,000 grant at a 50% reimbursement rate not to exceed $50,000. Eligible items are identified in the TxDOT Aviation Routine Airport Maintenance Program Guide. Eligible Airport expenditures are verified through paid invoices. SPECIAL CONSIDERATIONS: None FINANCIAL IMPACT: Eligible expenditures are approved in the Airport Budget. All reimbursements are applied to airport revenues. STAFF RECOMMENDATION: Staff recommends approval of this grant. COMMENTS: None ATTACHMENTS: Texas Department of Transportation Grant for Routine Airport Maintenance Program Submitted By: Joseph A. Carney, Airport Manager Joseph A. Carney, C.M. Airport Manager Ray Miller, Jr. Interim Public Works Director Page 101 of 164 TEXAS DEPARTMENT OF TRANSPORTATION GRANT FOR ROUTINE AIRPORT MAINTENANCE PROGRAM (State Assisted Airport Routine Maintenance) TxDOT Project ID.: M2014GEOR Part I - Identification of the Project TO:The City of Georgetown, Texas FROM:The State of Texas, acting through the Texas Department of Transportation This Grant is made between the Texas Department of Transportation , (hereinafter referred to as the "State"), on behalf of the State of Texas, and the City of Georgetown, Texas, (hereinafter referred to as the "Sponsor"). This Grant Agreement is entered into between the State and the Sponsor shown above , under the authority granted and in compliance with the provisions of the Transportation Code Chapter 21. The project is for airport maintenance at the GEORGETOWN - GEORGETOWN MUNI Airport. Part II - Offer of Financial Assistance 1.For the purposes of this Grant, the annual routine maintenance project cost, Amount A, is estimated as found on Attachment A , Scope of Services, attached hereto and made a part of this grant agreement. State financial assistance granted will be used solely and exclusively for airport maintenance and other incidental items as approved by the State. Actual work to be performed under this agreement is found on Attachment A, Scope of Services. State financial assistance, Amount B, will be for fifty percent (50%) of the eligible project costs for this project or $50,000.00, whichever is less, per fiscal year and subject to availability of state appropriations. Scope of Services, Attachment A, of this Grant, may be amended, subject to availability of state funds, to include additional approved airport maintenance work. Scope amendments require submittal of an Amended Scope of Services , Attachment A. Services will not be accomplished by the State until receipt of Sponsor's share of project costs. Page 1 of 128/29/2019 Page 102 of 164 2.The State shall determine fair and eligible project costs for work scope. Sponsor's share of estimated project costs, Amount C, shall be as found on Attachment A and any amendments . It is mutually understood and agreed that if, during the term of this agreement, the State determines that there is an overrun in the estimated annual routine maintenance costs, the State may increase the grant to cover the amount of the overrun within the above stated percentages and subject to the maximum amount of state funding. The State will not authorize expenditures in excess of the dollar amounts identified in this Agreement and any amendments, without the consent of the Sponsor. 3.Sponsor, by accepting this Grant certifies and, upon request, shall furnish proof to the State that it has sufficient funds to meet its share of the costs. The Sponsor grants to the State the right to audit any books and records of the Sponsor to verify expended funds. Upon execution of this Agreement and written demand by the State , the Sponsor's financial obligation (Amount C) shall be due in cash and payable in full to the State. State may request the Sponsor's financial obligation in partial payments. Should the Sponsor fail to pay their obligation, either in whole or in part, within 30 days of written demand, the State may exercise its rights under Paragraph V-3. Likewise, should the State be unwilling or unable to pay its obligation in a timely manner, the failure to pay shall be considered a breach and the Sponsor may exercise any rights and remedies it has at law or equity. The State shall reimburse or credit the Sponsor, at the financial closure of the project, any excess funds provided by the Sponsor which exceed Sponsor's share (Amount C). 4.The Sponsor specifically agrees that it shall pay any project costs which exceed the amount of financial participation agreed to by the State. It is further agreed that the Sponsor will reimburse the State for any payment or payments made by the State which are in excess of the percentage of financial assistance (Amount B) as stated in Paragraph II-1. Only work items as described in Attachment A, Scope of Services of this Grant are reimbursable under this grant. Work shall be accomplished by August 31, 2020, unless otherwise approved by the State. Page 2 of 128/29/2019 Page 103 of 164 5.Scope of Services may be accomplished by State contracts or through local contracts of the Sponsor as determined appropriate by the State. All locally contracted work must be approved by the State for scope and reasonable cost. Reimbursement requests for locally contracted work shall be submitted on forms provided by the State and shall include copies of the invoices for materials or services. Payment shall be made for no more than 50% of allowable charges. The State will not participate in funding for force account work conducted by the Sponsor. 6.This Grant shall terminate upon completion of the scope of services. Part III - Sponsor Responsibilities 1.In accepting this Grant, if applicable, the Sponsor guarantees that: a.it will, in the operation of the facility, comply with all applicable state and federal laws, rules, regulations, procedures, covenants and assurances required by the State in connection with this Grant; and b.the Airport or navigational facility which is the subject of this Grant shall be controlled by the Sponsor for a period of at least 20 years; and c.consistent with safety and security requirements, it shall make the airport or air navigational facility available to all types, kinds and classes of aeronautical use without discrimination between such types, kinds and classes and shall provide adequate public access during the period of this Grant; and d.it shall not grant or permit anyone to exercise an exclusive right for the conduct of aeronautical activity on or about an airport landing area. Aeronautical activities include, but are not limited to scheduled airline flights, charter flights, flight instruction, aircraft sales, rental and repair, sale of aviation petroleum products and aerial applications. The landing area consists of runways or landing strips, taxiways, parking aprons, roads, airport lighting and navigational aids; and e.through the fence access shall be reviewed and approved by the State; and it shall not permit non-aeronautical use of airport facilities without prior approval of the State; and f. Page 3 of 128/29/2019 Page 104 of 164 g. h.all fees collected for the use of the airport shall be reasonable and nondiscriminatory. The proceeds from such fees shall be used solely for the development, operation and maintenance of the airport or navigational facility; and the Sponsor shall submit to the State annual statements of airport revenues and expenses when requested; and i.an Airport Fund shall be established by resolution , order or ordinance in the treasury of the Sponsor, or evidence of the prior creation of an existing airport fund or properly executed copy of the resolution, order, or ordinance creating such a fund, shall be submitted to the State. The fund may be an account as part of another fund, but must be accounted for in such a manner that all revenues, expenses, retained earnings, and balances in the account are discernible from other types of moneys identified in the fund as a whole. All fees, charges, rents, and money from any source derived from airport operations must be deposited in the Airport Fund and shall not be diverted to the general revenue fund or another revenue fund of the Sponsor. All expenditures from the Airport Fund shall be solely for airport purposes . Sponsor shall be ineligible for a subsequent grant or loan by the State unless, prior to such subsequent grant or loan, Sponsor has complied with the requirements of this subparagraph; and j.the Sponsor shall operate runway lighting at least at low intensity from sunset to sunrise; and k.insofar as it is reasonable and within its power, Sponsor shall adopt and enforce zoning regulations to restrict the height of structures and use of land adjacent to or in the immediate vicinity of the airport to heights and activities compatible with normal airport operations as provided in Tex . Loc. Govt. Code Ann. Sections 241.001 et seq. (Vernon and Vernon Supp.). Sponsor shall also acquire and retain aviation easements or other property interests in or rights to use of land or airspace, unless sponsor can show that acquisition and retention of such interest will be impractical or will result in undue hardship to Sponsor. Sponsor shall be ineligible for a subsequent grant or loan by the State unless Sponsor has, prior to subsequent approval of a grant or loan, adopted and passed an airport hazard zoning ordinance or order approved by the State. l.mowing services will not be eligible for state financial assistance. Sponsor will be responsible for 100% of any mowing services. Page 4 of 128/29/2019 Page 105 of 164 2.The Sponsor, to the extent of its legal authority to do so, shall save harmless the State, the State's agents, employees or contractors from all claims and liability due to activities of the Sponsor, the Sponsor's agents or employees performed under this agreement. The Sponsor, to the extent of its legal authority to do so, shall also save harmless the State, the State's agents, employees or contractors from any and all expenses, including attorney fees which might be incurred by the State in litigation or otherwise resisting claim or liabilities which might be imposed on the State as the result of those activities by the Sponsor, the Sponsor's agents or employees. 3.The Sponsor's acceptance of this Offer and ratification and adoption of this Grant shall be evidenced by execution of this Grant by the Sponsor. The Grant shall comprise a contract, constituting the obligations and rights of the State of Texas and the Sponsor with respect to the accomplishment of the project and the operation and maintenance of the airport. If it becomes unreasonable or impractical to complete the project, the State may void this agreement and release the Sponsor from any further obligation of project costs. 4.Upon entering into this Grant, Sponsor agrees to name an individual, as the Sponsor's Authorized Representative, who shall be the State's contact with regard to this project. The Representative shall receive all correspondence and documents associated with this grant and shall make or shall acquire approvals and disapprovals for this grant as required on behalf of the Sponsor, and coordinate schedule for work items as required. 5.By the acceptance of grant funds for the maintenance of eligible airport buildings, the Sponsor certifies that the buildings are owned by the Sponsor. The buildings may be leased but if the lease agreement specifies that the lessee is responsible for the upkeep and repairs of the building no state funds shall be used for that purpose. 6.Sponsor shall request reimbursement of eligible project costs on forms provided by the State. All reimbursement requests are required to include a copy of the invoices for the materials or services. The reimbursement request will be submitted no more than once a month. 7.The Sponsor's acceptance of this Agreement shall comprise a Grant Agreement , as provided by the Transportation Code, Chapter 21, constituting the contractual obligations and rights of the State of Texas and the Sponsor with respect to the accomplishment of the airport maintenance and compliance with the assurances and conditions as provided. Such Grant Agreement shall become effective upon the State 's written Notice to Proceed issued following execution of this agreement. Page 5 of 128/29/2019 Page 106 of 164 Part IV - Nomination of the Agent f.reimburse sponsor for approved contract maintenance costs no more than once a month. e.obtain an audit as may be required by state regulations; the State Auditor may conduct an audit or investigation of any entity receiving funds from TxDOT directly under this contract or indirectly through a subcontract under this contract. Acceptance of funds directly under this contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the State Auditor , under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. d.receive, review, approve and pay invoices and payment requests for services and materials supplied in accordance with the State approved contracts; c.if State enters into a contract as Agent: exercise supervision and direction of the project work as the State reasonably finds appropriate. Where there is an irreconcilable conflict or difference of opinion , judgment, order or direction between the State and the Sponsor or any service provider, the State shall issue a written order which shall prevail and be controlling; b.enter into contracts as necessary for execution of scope of services; a.accept, receive, and deposit with the State any and all project funds granted, allowed, and paid or made available by the Sponsor, the State of Texas, or any other entity; 2. 1. The State shall, for all purposes in connection with the project identified above, be the Agent of the Sponsor. The Sponsor grants the State a power of attorney to act as its agent to perform the following services: The Sponsor designates the State as the party to receive and disburse all funds used, or to be used, in payment of the costs of the project, or in reimbursement to either of the parties for costs incurred. Part V - Recitals 1.This Grant is executed for the sole benefit of the contracting parties and is not intended or executed for the direct or incidental benefit of any third party. 2.It is the intent of this grant to not supplant local funds normally utilized for airport maintenance, and that any state financial assistance offered under this grant be in addition to those local funds normally dedicated for airport maintenance. Page 6 of 128/29/2019 Page 107 of 164 3.This Grant is subject to the applicable provisions of the Transportation Code , Chapters 21 and 22, and the Airport Zoning Act, Tex. Loc. Govt. Code Ann. Sections 241.001 et seq. (Vernon and Vernon Supp.). Failure to comply with the terms of this Grant or with the rules and statutes shall be considered a breach of this contract and will allow the State to pursue the remedies for breach as stated below. a.Of primary importance to the State is compliance with the terms and conditions of this Grant. If, however, after all reasonable attempts to require compliance have failed, the State finds that the Sponsor is unwilling and/or unable to comply with any of the terms of this Grant, the State, may pursue any of the following remedies: (1) require a refund of any financial assistance money expended pursuant to this Grant, (2) deny Sponsor's future requests for aid, (3) request the Attorney General to bring suit seeking reimbursement of any financial assistance money expended on the project pursuant to this Grant, provided however, these remedies shall not limit the State's authority to enforce its rules, regulations or orders as otherwise provided by law, (4) declare this Grant null and void, or (5) any other remedy available at law or in equity. b.Venue for resolution by a court of competent jurisdiction of any dispute arising under the terms of this Grant, or for enforcement of any of the provisions of this Grant, is specifically set by Grant of the parties in Travis County , Texas. 4.The State reserves the right to amend or withdraw this Grant at any time prior to acceptance by the Sponsor. The acceptance period cannot be greater than 30 days after issuance unless extended by the State. 5.This Grant constitutes the full and total understanding of the parties concerning their rights and responsibilities in regard to this project and shall not be modified, amended, rescinded or revoked unless such modification, amendment, rescission or revocation is agreed to by both parties in writing and executed by both parties. 6.All commitments by the Sponsor and the State are subject to constitutional and statutory limitations and restrictions binding upon the Sponsor and the State (including Sections 5 and 7 of Article 11 of the Texas Constitution, if applicable) and to the availability of funds which lawfully may be applied. Page 7 of 128/29/2019 Page 108 of 164 Part VI - Acceptances ____________________________________ Attorney's Signature Dated at ____________________, Texas, this __________ day of _________________, 20____. I, _______________________________, acting as attorney for the City of Georgetown, Texas, do certify that I have fully examined the Grant and the proceedings taken by the Sponsor relating to the acceptance of the Grant, and find that the manner of acceptance and execution of the Grant by the Sponsor, is in accordance with the laws of the State of Texas. Certificate of Attorney Sponsor Title ____________________________________ Sponsor Signature ____________________________________ Sponsor The City of Georgetown, Texas Executed this __________ day of _______________________, 20____. The City of Georgetown, Texas, does ratify and adopt all statements, representations, warranties, covenants, agreements, and all terms and conditions of this Grant. Sponsor ____________________________________ Page 8 of 128/29/2019 Page 109 of 164 Acceptance of the State Date:_______________________________________ By:________________________________________ TEXAS DEPARTMENT OF TRANSPORTATION STATE OF TEXAS Executed by and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs and grants heretofore approved and authorized by the Texas Transportation Commission . Page 9 of 128/29/2019 Page 110 of 164 Attachment A Scope of Services TxDOT Project ID: M2014GEOR Eligible Scope Item Sponsor Share Amount C State Share Amount B Estimated Costs Amount A GENERAL MAINTENANCE $100,000.00 $50,000.00 $50,000.00 TOTAL $100,000.00 $50,000.00$50,000.00 Accepted By: The City of Georgetown, Texas ____________________________________ Signature Title:_________________________________ Date:_________________________________ GENERAL MAINTENANCE: As needed, Sponsor may contract for services / purchase materials for routine maintenance / improvement of airport pavements, signage, drainage, AWOS systems, approach aids, lighting systems, utility infrastructure, fencing, herbicide / application, sponsor owned and operated fuel systems, hangars, terminal buildings and security systems; professional services for environmental compliance, approved project design. Special projects to be determined and added by amendment. Only work items as described in Attachment A, Scope of Services of this Grant are reimbursable under this grant. Page 10 of 128/29/2019 Page 111 of 164 TxDOT Project ID: M2014GEOR CERTIFICATION OF AIRPORT FUND The City of Georgetown does certify that an Airport Fund has been established for the Sponsor , and that all fees, charges, rents, and money from any source derived from airport operations will be deposited for the benefit of the Airport Fund and will not be diverted for other general revenue fund expenditures or any other special fund of the Sponsor and that all expenditures from the Fund will be solely for airport purposes. The fund may be an account as part of another fund, but must be accounted for in such a manner that all revenues, expenses, retained earnings, and balances in the account are discernible from other types of moneys identified in the fund as a whole. Sponsor: The City of Georgetown, Texas By:__________________________________ Title:_________________________________ Date:_________________________________ Certification of State Single Audit Requirements will comply with all requirements of the State of Texas Single Audit Act if the City of Georgetown , Texas, spends or receives more than the threshold amount in any grant funding sources during the most recently audited fiscal year. And in following those requirements, the City of Georgetown, Texas, will submit the report to the audit division of the Texas Department of Transportation . If your entity did not meet the threshold in grant receivables or expenditures, please submit a letter indicating that your entity is not required to have a State Single Audit performed for the most recent audited fiscal year . (Designated Representative) I, ___________________________, do certify that the City of Georgetown, Texas, ____________________________________ Signature ____________________________________ Title ____________________________________ Date Page 11 of 128/29/2019 Page 112 of 164 TxDOT Project ID: M2014GEOR DESIGNATION OF SPONSOR'S AUTHORIZED REPRESENTATIVE The City of Georgetown, Texas, designates, ____________________________________________ (Name, Title) as the Sponsor's authorized representative, who shall receive all correspondence and documents associated with this grant and who shall make or shall acquire approvals and disapprovals for this grant as required on behalf of the Sponsor. Sponsor: The City of Georgetown, Texas Title:_________________________________ Date:_________________________________ By:__________________________________ DESIGNATED REPRESENTATIVE Mailing Address: Overnight Mailing Address: Telephone Number: Fax Number: Email Address: Page 12 of 128/29/2019 Page 113 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible actio n to reject all bids fo r R F P # 201931 Airport Fuels Rates Analysis - - Joseph A. C arney, C .M., Airp o rt Manager IT E M S UMMARY: T he C ity is nego tiatio n a c o ntract to have an Airp o rt F uels R ates Analysis c o nducted to review the regional fuel rates ap p lied . T his review would ens ure that the airp o rt is remaining competitive with other fuel s ellers in the regio n and the state. In June o f 2019 an R F P was let fo r this s tudy. T here was o nly one ap p licant, G arverUS A. T heir projec t cost was $18,927.75. O ur bud get for this s tud y and the Market R ate Analys is (Leas e R ate) was $30,000.00. Airp o rt S taff has d ecided to conduc t the Airport F uels R ates S tud y in hous e, thus s aving the $18,927.75. S taff rec o mmends C o uncil rejec t all bids related to this s o licitation. F IN AN C IAL IMPAC T: S avings o f $18,927.75 S UB MIT T E D B Y: Jo s ep h A. C arney C .M., Airport Manager AT TAC H ME N T S: D escription Type Fuel Rate Bid Is s uance Backup Material Page 114 of 164 From:Cheryl Wright To:Joseph Carney Subject:FW: [EXTERNAL] Georgetown eBid System Bid Issuance Confirmation: 201931 (Airport Fuels Rates Analysis) Date:Friday, May 31, 2019 18:26:33 Cheryl Wright CTCM, CTPM Senior Buyer Purchasing Department 300-1 Industrial Ave. Georgetown, TX 78626 (512) 930-3649 cheryl.wright@georgetown.org   From: Georgetown eBid System <gtowntx@customer.ionwave.net>  Sent: Friday, May 31, 2019 6:26 PM To: Cheryl Wright <Cheryl.Wright@georgetown.org> Subject: [EXTERNAL] Georgetown eBid System Bid Issuance Confirmation: 201931 (Airport Fuels Rates Analysis)   [EXTERNAL EMAIL] Your bid opportunity has been issued by the system and is now available to suppliers. Bid Opportunity Information Bid Number: 201931 Bid Title: Airport Fuels Rates Analysis Issue Date: 5/31/2019 06:26:00 PM (CT) Close Date: 7/15/2019 02:00:00 PM (CT) Bid Notes A pre-bid conference for this project will be held on Thursday June 13, 2019 at 2:00pm CST at the offices of the City of Georgetown, Georgetown Utility Systems, 300-1 Industrial Avenue, Georgetown, TX. The meeting will be held in the Williamson Conference room. QUESTIONS REGARDING THE BID WILL BE ANSWERED AT THIS TIME. Sealed bids will be received by the City of Georgetown in the Georgetown Municipal Complex, Purchasing Department, at 300-1 Industrial Avenue, Georgetown, Texas 78626 on July 15, 2019 at 2:00 pm CST and immediately thereafter publicly opened and read. Late Page 115 of 164 proposals will not be accepted. THE CITY DOES NOT ACCEPT ELECTRONIC PROPOSALS AT THIS TIME. The City of Georgetown is extending a Request for Proposal for Airport Fuels Rates Analysis as per the specifications under RFP # 201931, all exhibits, attachments, and the contents of any Addenda issued. Bid Contact Information CHERYL WRIGHT SR BUYER 300-1 Industrial Avenue Georgetown, TX 78626 USA (512) 930-3649 (512) 930-9027 cheryl.wright@georgetown.org  The system can be accessed at: https://gtowntx.ionwave.net BUYERBIDISSUENOTIFICATION - 5/31/2019 06:26 PM (CT) Page 116 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible recommend ation to ap p ro ve a F ac ility Lease with Aero Jet C enter, LLC and Wood Aviatio n, Inc for the hangar loc ated at 221 S tearman Dr on the G eorgeto wn Municipal airp o rt with an annual leas e rate o f $81,528. -- Joseph A. C arney, C .M., airport Manager and R ay Miller Interim Directo r of P ub lic Works IT E M S UMMARY: T he c urrent land leas e expired July 31, 2019. T he C ity and Aero Jet , LLC and Wo o d Aviatio n, Inc . worked to keep the c urrent tenant in plac e while preparing a new facility leas e. A third party fac ility/land appraisal b y Airport & Aviation Ap p rais als , Inc. d ated Marc h 2, 2016 recommend ed an annual leas e rate of $75,600. P ro p o s ed leas e allows for an initial 10 year term with one additio nal 10 year term. F IN AN C IAL IMPAC T: Airp o rt revenue of $81,528 annually. S UB MIT T E D B Y: Jo s ep h A. C arney C .M., Airport Manager AT TAC H ME N T S: D escription Type AeroJet LLC Leas e Backup Material Page 117 of 164 1 FACILITY LEASE AGREEMENT CITY OF GEORGETOWN, TEXAS Facility Lessor AND Aerojet Center, LLC and _Wood Aviation, Inc. 221 Stearman Dr. Georgetown, TX 78628 Lessees Page 118 of 164 2 LEASE AGREEMENT THIS FACILITY LEASE (“Agreement”) is effective ___________, 2019, between the CITY OF GEORGETOWN, TEXAS, a Texas home-rule city (“City” or “Lessor”) and WOOD AVIATION, INC. and Aerojet Center, LLC ("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 1.1 The initial term of this Agreement shall commence at 12:01 a.m. on August 1, 2019, and expire at 11:59 p.m. on July 31, 2029 (the “Initial Term”), unless sooner terminated in accordance with this Agreement. Lessee shall have an option to renew this Agreement for an additional ten-year term as set forth in Exhibit B. 1.2 No options are available with this lease agreement. ARTICLE 2: DESCRIPTION OF LEASED PREMISES The Leased Premises consist of the parcel of land with hangar located at 221 Stearman Drive, Georgetown Texas and described in Exhibit "A." 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. Page 119 of 164 3 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: 3.1.1 For the operation of the existing structures (the “Hangars”) to be used for the parking, storage, servicing, and repair of aircraft, sale of aviation fuel products, the storage and sale of aircraft parts, and parking for employee and customer automobiles. All uses for which an FBO or SASO license are required, require approval of the Airport Manager and such other approvals as are set forth in the Airport Rules and Minimum Standards. 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 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 each 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. Page 120 of 164 4 ARTICLE 4: RENT 4.1 Lessee agrees to pay to the City during the Initial Term hereof an annual base rent of $_____________ per month. 4.2 Commencing on August 1, 2020, and on August 1 in each year thereafter during the remainder of the Lease, the annual rent shall be adjusted by multiplying the annual rent payable in the next preceding year by a fraction, the numerator of which shall be the C.P.I., as hereinafter defined, published for the previous month of December and the denominator of which shall be the C.P.I. published for the month of December which preceded by 12 months the month used as the numerator. In no event shall the annual rent be reduced from that payable in a previous year. 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 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 Page 121 of 164 5 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. 4.7 Lessee contemplates expending up to $250,000 on capital improvements to the lease during the primary lease term. Such improvements shall be made pursuant to all applicable City of Georgetown building requirements, and will require approval from the Airport Manager (the “Agreed Improvements”). Lessee may deduct up to $25,000 per year from its rent obligations for each dollar spent on Agreed Improvements. 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 restoration upon or to the Leased Premises or to any of the improvements presently located thereon or placed thereon by Lessee. 5.2 Except as noted in Section 5.3, 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. Page 122 of 164 6 5.2.5 If Lessee discovers any hazardous material on the Leased Premises, it will promptly notify the City in writing. 5.2.6 Lessee is not responsible for removal of the Underground Fuel Storage Tank previously installed at this location. 5.2.7 During years 3, 6, and 9 of the of the initial ten-year term and any renewal term, 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, 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. 5.3 The City shall be responsible for maintaining the hangar ramp access, as defined in AC 120-57A, in a condition not substantially less serviceable than the condition existing at the commencement of this Agreement. The City shall also maintain at its expense the exterior walls, foundation, and roof. 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. 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, Page 123 of 164 7 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 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 Page 124 of 164 8 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, its agents, subtenants, or invitees. 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 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. Page 125 of 164 9 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 acceptable to the City. The insurance shall provide for 30 days’ notice of cancellation or adverse 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, which shall at all times be named an additional insured and loss payee. 8.1.2 If any losses are estimated to exceed one-third of the current value of the Facilities, the City shall adjust and settle such losses with the insurers. Lessee shall consult with the City and use its best efforts to 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 With respect to 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, 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 Page 126 of 164 10 by any person or entity. LESSEE expressly waives all rights of subrogation and releases the City and each of its agents from their own negligence or other liability concerning any accident or occurrence on the Leased Premises. 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 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, arising from, or resulting from, any operations, works, acts or omissions of Lessee, its agents, servants, employees, contractors, or authorized tenants. Upon the filing against 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 Comprehensive General Liability (“CGL”) insurance, airport premises, aircraft, 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 naming 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 adverse 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 and marked "premium paid" 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 Page 127 of 164 11 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. 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. Lessee represents that Larry D. Wood owns 100% of the equity in Wood Aviation, Inc. 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 grant or take 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 Page 128 of 164 12 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 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. Page 129 of 164 13 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. 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 Page 130 of 164 14 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 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. 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 Page 131 of 164 15 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. 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 Page 132 of 164 16 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: 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 Page 133 of 164 17 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: 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: 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 Page 134 of 164 18 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 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. Page 135 of 164 19 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. 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 Page 136 of 164 20 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 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 Page 137 of 164 21 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) 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. Page 138 of 164 22 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. 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, Page 139 of 164 23 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. 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: LESSEE: WOOD AVIATION, INC. By: City Secretary Larry D. Wood, President APPROVED AS TO FORM: AEROJET CENTER, LLC By:________________________________ City Attorney Larry D. Wood, Manager Page 140 of 164 City of Georgetown, Texas Transportation Advisory Board September 13, 2019 S UB J E C T: C o nsideration and pos s ible recommend ation to ap p ro ve a F ac ility Lease with Divers e Aviatio n. LLC fo r the hangar loc ated at 207 Hangar Drive o n the G eorgetown Munic ip al Airport with an annual lease rate $10,809.96. -- Jo s ep h A. C arney, C .M. Airp o rt Manager and R ay Miller, Interim Direc tor o f P ub lic Works IT E M S UMMARY: the c urrent land leas e expired April 30, 2019. T he C ity and Divers e Aviation, LLC wo rked to keep the current tenant in plac e while p rep aring a new fac ility leas e. A third party fac ility/land appraisal b y Ko kel-O berrener-Wood Appraisal, LT D d ated April, 16, 2019 recommend ed an annual leas e rate of $10,810. P ro p o s ed leas e allows for an initial 5 year term with o ne ad d itional 5 year term. F IN AN C IAL IMPAC T: Airp o rt R evenue of $10,809.96. S UB MIT T E D B Y: Jo s ep h A. C arney C .M., Airport Manager AT TAC H ME N T S: D escription Type Divers e Aviation LLC Leas e Backup Material Page 141 of 164 1 FACILITY LEASE AGREEMENT CITY OF GEORGETOWN, TEXAS Facility Lessor AND Diverse Aviation, LLC 207 Hangar Drive Georgetown, TX 78628 Lessee Page 142 of 164 2 LEASE AGREEMENT THIS FACILITY LEASE (“Agreement”) is effective September 1, 2019, between the CITY OF GEORGETOWN, TEXAS, a Texas home-rule city (“City” or “Lessor”) and DIVERSE AVIATION, LLC ("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 September 1, 2019, and expire at 11:59 p.m. on August 31, 2024 (the “Initial Term”), unless sooner terminated in accordance with this Agreement. Lessee shall have an option to renew this Agreement for an additional five-year term as set forth in Exhibit B. ARTICLE 2: DESCRIPTION OF LEASED PREMISES The Leased Premises consist of the parcel of land with hangar located at 207 Hangar Drive, Georgetown Texas and described in Exhibit "A." 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 143 of 164 3 3.1.1 For the operation of the existing structures (the “Hangar”) to be used for the parking, storage, servicing, and repair of aircraft, sale of aviation fuel products, the storage and sale of aircraft parts, and parking for employee and customer automobiles. All uses for which an FBO or SASO license are required, require approval of the Airport Manager and such other approvals as are set forth in the Airport Rules and Minimum Standards. 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 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 16. 3.1.3 During the term of this Agreement, Lessee must regularly house at least one airworthy aircraft in each 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 $900.83 per month. Page 144 of 164 4 4.2 Commencing on September 1, 2020, and on August 1 in each year thereafter during the remainder of the Lease, the annual rent shall be adjusted by multiplying the annual rent payable in the next preceding year by a fraction, the numerator of which shall be the C.P.I., as hereinafter defined, published for the previous month of December and the denominator of which shall be the C.P.I. published for the month of December which preceded by 12 months the month used as the numerator. In no event shall the annual rent be reduced from that payable in a previous year. 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 Dallas – Ft. Worth - Arlington, Texas Area as 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. Page 145 of 164 5 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 maintain at its expense the exterior walls (excluding glass and doors), foundation, and roof. The parties acknowledge that the hangar door is “on condition.” At each lease anniversary, or upon failure of such door, the parties shall confer in good faith regarding the need to replace such door. City approval for door replacement shall not be unreasonably withheld. Lessee shall pay the cost of such replacement door, and deduct such cost ratably from its monthly rent payments during the remaining term of the lease. If the remaining rent due under the lease is insufficient to amortize the cost of the hangar door, then the City shall pay the unamortized amount. Otherwise the City shall not be required to maintain nor to make any improvements, repairs or 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: 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 During years 3, 6, and 9 of the of the initial five -year term and any renewal term, 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, the City may require Lessee to correct such deficiencies. Page 146 of 164 6 5.3 The City shall be responsible for maintaining the hangar access in a condition not substantially less serviceable than the condition existing at the commencement of this Agreement. The City shall also maintain at its expense the exterior walls, foundation, and roof. 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. 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 Page 147 of 164 7 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 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). Page 148 of 164 8 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 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. Page 149 of 164 9 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 acceptable to the City. The insurance shall provide for 30 days’ notice of cancellation or adverse 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, which shall at all times be named an additional insured. 8.1.2 If any losses are estimated to exceed one-third of the current value of the Facilities, the City shall adjust and settle such losses with the insurers. Lessee shall consult with the City and use its best efforts to 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, gross 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 Page 150 of 164 10 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 Comprehensive General Liability insurance, including airport premises, aircraft, 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 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 and marked "premium paid" 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. Page 151 of 164 11 No sign will be allowed that may be confusing to aircraft pilots or automobile drivers or other traffic. 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. Lessee represents that Simon Diver owns 100% of the equity in Diverse Aviation, LLC. 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 grant or take 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 Page 152 of 164 12 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 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. Page 153 of 164 13 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. 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, Page 154 of 164 14 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 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. 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 Page 155 of 164 15 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. 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 16, all of the obligations of Lessee under this Page 156 of 164 16 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: 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 19 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 Page 157 of 164 17 (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: 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: 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. Page 158 of 164 18 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 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. [Intentionally omitted] Page 159 of 164 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. 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 Page 160 of 164 20 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 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. Page 161 of 164 21 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 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 Page 162 of 164 22 (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) . . . 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).] Page 163 of 164 23 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: LESSEE: DIVERSE AVIATION, LLC By: City Secretary Simon Diver, President APPROVED AS TO FORM: City Attorney Page 164 of 164