January 8, 2013 Agenda Packet

City Council Agenda of 4 January 8, 2013

NOTICE OF A PUBLIC MEETING

AN AGENDA OF A REGULAR MEETING OF THE CITY COUNCIL THE CITY OF SAN ANGELO, TEXAS

9:00 A.M. - Tuesday, January 8, 2013 McNease Convention Center, South Meeting Room

500 Rio Concho Drive THE MCNEASE CONVENTION CENTER IS ACCESSIBLE TO PERSONS WITH DISABILITIES. ACCESSIBLE ENTRIES AND SPECIALLY MARKED PARKING SPACES ARE AVAILABLE AT BOTH MAIN ENTRANCES AT SURBER DRIVE AND RIO CONCHO DRIVE. IF ADDITIONAL ASSISTANCE IS NEEDED TO OBSERVE OR COMMENT, PLEASE NOTIFY THE OFFICE OF THE CITY CLERK, ROOM 202, CITY HALL, 657-4405, AT LEAST 24 HOURS PRIOR TO THE MEETING. City Council meetings are broadcast on Channel 17-Government Access at 10:30 A.M. and 7:00 P.M. every day for two weeks beginning on the Thursday after each meeting.

As a courtesy to those in attendance, please place your cell phone on “Silent” or “Vibrate” Thank You!

I. OPEN SESSION (9:00 A.M.)

A. Call to Order

B. Prayer and Pledge

"Honor the Texas flag; I pledge allegiance to thee, Texas, one state under God, one and indivisible.”

C. Recognition

Western Towers for receiving the Texas Workforce Commission Employer of Excellence Texas Workforce Commission during the 16th Annual Texas Workforce Conference on November 29, 2012, to be received by Charles Anderson and Daniel Anderson, owners of Western Towers

D. Public Comment

The Council takes public comment on all items in the Regular Agenda. Public input on a Regular Agenda item will be taken at its appropriate discussion. Public input on an item not on the Agenda or Consent Agenda may be identified and requested for consideration by the Council at this time. The Council may request an item to be placed on a future agenda, or for a Consent Agenda item, to be moved to the Regular Agenda for public comment.

II. CONSENT AGENDA 1. Consideration of approving the December 18, 2012 City Council and Downtown Development

Commission Joint and City Council Regular meeting minutes 2. Consideration of awarding bid WU-14-12 for Wastewater Irrigation Pump to Xylem Incorporated /

Flygt Products (Carrolton, TX), in the amount of $54,678.00, and authorizing the City Manager to execute any necessary related documents (submitted by Interim Water Utilities Director Ricky Dickson)

3. Consideration of authorizing the City Manager to execute Change Order #1 up to $400,000.00 between the City of San Angelo and Archer Western Construction, LLC on the Hickory Booster Pump Station Project (WU-05-12) for brush clearing required for the expansion of the well field (submitted by Interim Water Utilities Director Ricky Dickson)

4. Consideration of authorizing the sale of the following properties for the appraised value and authorizing


the Mayor, City Manager, or Interim Water Utilities Director to execute all necessary legal documents pertaining to the sale of subject properties, subject to completion of all curative requirements: (submitted by Interim Water Utilities Director Ricky Dickson)

a. 3009 Red Bluff Circle, Lot 57, Group Red Bluff, $77,700.00 (Graves) b. 2872 Red Bluff Road, Lot 34, Group Red Bluff, $88,200.00 (Reynolds) c. 3257 Red Bluff West, Lot 112, Group Red Bluff,$78,800.00 (Hettinga)

5. Consideration of adopting a Resolution requesting the members of the 83rd Legislative Session of the State of Texas support legislation that increases funding for the Texas Recreation and Parks Account and Large County and Municipality Recreation and Parks Account local park grant programs, and the Texas State Park System (submitted by Parks and Recreation Director Carl White)

6. Consideration of adopting a Resolution authorizing the City Manager or his designee to execute a nonexclusive easement for access agreement on behalf of the city as grantor, with Charles Becker and Nancy Becker, grantees, being the owners of a certain landlocked parcel of real property located at 2059 Christoval Road, for purposes of permitting a right-of-way over which grantees shall construct a road for pedestrian and vehicular access to and from Christoval Road and said landlocked parcel and adjacent property owned by the City, for joint use of the parties (submitted by Interim Water Utilities Director Ricky Dickson)

7. Second Hearing and consideration of adopting an Ordinance amending the 2012-2013 Budget for grants, new projects and incomplete projects (submitted by Budget Manager Morgan Trainer) AN ORDINANCE OF THE CITY OF SAN ANGELO AMENDING THE BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2012, AND ENDING SEPTEMBER 30, 2013, FOR NEW PROJECTS

III. REGULAR AGENDA:

E. EXECUTIVE/CLOSED SESSION

Executive Session under the provision of Government Code, Title 5. Open Government; Ethics, Subtitle A. Open Government, Chapter 551. Open Meetings, Subchapter D. Exceptions to Requirement that Meetings be Open, Section 551.072 to deliberate the purchase, exchange, lease, or value of real property

Executive Session under the provision of Government Code, Title 5. Open Government; Ethics, Subtitle A. Open Government, Chapter 551. Open Meetings, Subchapter D. Exceptions to Requirement that Meetings be Open, Section 551.087 to discuss an offer of financial or other incentive to a company or companies with whom the City of San Angelo is conducting economic development negotiations and which the City of San Angelo seeks to have, locate, stay or expand in San Angelo

F. PUBLIC HEARING AND COMMENT

8. First Public Hearing and consideration of introduction of an Ordinance amending Chapter 12, Exhibit “A” (Zoning Ordinance) of the Code of Ordinances, City of San Angelo Z 12-18: David Mazur & Z 12-19: COSA Planning AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: Evenly addressed properties on the east side of the 300 block of North Chadbourne between East 4th and East 3rd Streets, more specifically occupying the Kleck Subdivision, Block 2, Lots 11-12 & Lots 16 - 17 in downtown San Angelo, changing the zoning classification from General Commercial/Heavy Commercial (CG/CH) to Central Business (CB) District; PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY


(Presentation by Planning Manager AJ Fawver) 9. First Public Hearing and consideration of introducing an Ordinance amending Chapter 12, Exhibit “A”

(Zoning Ordinance) of the Code of Ordinances, City of San Angelo Z 12-17: CSA Materials AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: 3560 and 3578 Smith Boulevard, and 3744 and 3844 Porter Henderson Drive, collectively occupying a 92.768 acre tract near Smith Boulevard and Porter Henderson Drive, more specifically occupying the Paul Gregory Addition, Section 3, Tract H, the Paul Gregory Addition Section 2, Tracts E and F, and previously-vacated portions of Smith Boulevard and M.H. Morgan Trail, changing the zoning classification from Ranch and Estate (R&E) to Heavy Manufacturing (MH) District; PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY (Presentation by Planning Manager AJ Fawver)

10. Consideration of approving an appeal of Planning Commission's decision to deny Case Number CU 12-14, requesting approval of a conditional use to allow for “Household Living” for an area currently zoned General Commercial (CG), specifically at an unaddressed tract of land on the northwest corner of Knickerbocker Road and Valleyview Boulevard, more specifically occupying the South Hills Addition, Block 51, Lots 3 through 10 in south central San Angelo (Presentation by Planning Manager AJ Fawver)

11. Public comments for and against annexation of certain properties situated immediately west/southwest of San Angelo and encompassing a vacant 8.995 acre tract extending northwest from Mills Pass Drive, and located east of the Community of Faith subdivision and southwest of the Sam's Club Addition (Presentation by Planning Manager AJ Fawver)

12. Public comments for and against annexation of certain properties situated immediately west/southwest of San Angelo and encompassing a vacant 20.00 acre tract located at the southern corner of the intersection of U.S. Highway 67 (Sherwood Way) and a southward projection of Appaloosa Trail (Presentation by Planning Manager AJ Fawver)

13. Consideration of awarding bid VM-09-12 for Police Patrol Vehicles, and authorizing the City Manager or designee to execute any necessary related documents (Presentation by Police Chief Tim Vasquez)

14. Consideration of matters related to Request for Proposal HR-01-12: a. Discussion of proposals submitted for Request for Proposal HR-01-12 for Individual and Aggregate

Stop Loss insurance b. Consideration of selecting AmWins Fidelity as the benefit provider related to Request for Proposal

HR-01-12, authorizing staff to negotiate a contract, and authorizing the City Manager to execute said contract and any related documents

(Presentation by Human Resources Director Lisa Marley) 15. Consideration of adopting a Resolution authorizing the City Manager or his designee to execute airport

property lease and license agreement with Skyline Aviation, Inc. as tenant, of certain property located at 8926 Hangar Road, San Angelo Regional Airport – Mathis Field Airport (Presentation by Airport Manager Luis Elguezabal)


16. Consideration of adopting a Resolution to execute a lease of the Foster Communications Coliseum to Underwater Football, LLC, d/b/a the San Angelo Bandits, for scheduled indoor football games for the 2013, 2014 and 2015 Indoor Football League Seasons (Presentation by Civic Events Manager Angelica Pena)

17. Discussion of residential customer’s water consumption information (Presentation by Assistant City Manager Michael Dane)

18. Discussion and consideration of the desirability for an independent audit and investigation of Water Utilities Department; discussion and consideration of the objectives, scope, and parameters of such independent audit and investigation; and, any action in connection thereto (Requested by Councilmember Morrison)

G. FOLLOW UP AND ADMINISTRATIVE ISSUES

19. Consideration of and possible action on matters discussed in Executive/Closed Session, if needed 20. Announcements and consideration of Future Agenda Items 21. Adjournment

Given by order of the City Council and posted in accordance with Title 5, Texas Government Code, Chapter 551, Wednesday, January 2, 2013, at 6:00 P.M.

/s/________________________ Alicia Ramirez, City Clerk

SPECIAL RECOGNITION WHEREAS, During the 16th Annual Texas Workforce Conference Employer

Recognition Luncheon held at the Gaylord Texan November 29 2012, the Texas Workforce Commission named Western Towers an Employer of Excellence; and

WHEREAS, Western Towers partnered with Workforce Solutions for the Concho

Valley for the staffing and developing its new Harriett manufacturing facility and the new plant helped Western Towers become the premier Positive Train Control tower manufacturer supplying towers to most American and all Canadian railroads; and

WHEREAS, Honoring its commitment to our country’s veterans, Western Towers

raised the percentage of veteran employment to twenty percent and additional disabled veterans may be hired during future expansion; and

WHEREAS, Western Towers new plant is equipped with a state of the art rainwater

recovery system, which operates the entire plant from normal rainfall; and

WHEREAS, Western Towers implemented a productivity bonus system in the new

facility, which has resulted in phenomenal fabrication production placing it on pace to greatly increase its annual payroll over the next three years.

NOW, THEREFORE, it is with great pleasure that, I, Alvin New, Mayor of the City of San Angelo, on behalf of the City Council, do hereby recognize and applaud

“WESTERN TOWERS” for their tireless commitment to excellence in business and supporting community throughout the City of San Angelo.

IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City to be affixed this 8th day of January, 2013

__________________________________ ALVIN NEW, MAYOR

CITY COUNCIL MINUTE RECORD The City of San Angelo Page 157 Tuesday, December 18, 2012 Vol. 104

OPEN SESSION BE IT REMEMBERED City Council convened in a regular meeting at 9:00 A.M., Tuesday, December 18, 2012, in the San Angelo McNease Convention Center, 500 Rio Concho Drive, San Angelo, Texas. All duly authorized members of the Council, to-wit:

Mayor Alvin New Councilmember Paul Alexander Councilmember Dwain Morrison Councilmember Johnny Silvas Councilmember Fredd B. Adams, II Councilmember Kendall Hirschfeld Councilmember Charlotte Farmer

were present and acting, thus constituting a quorum. Whereupon, the following business was transacted:

An invocation was given by and pledge was led by .

PUBLIC COMMENT

Councilmember Farmer commented on the recent Sandy Hook Elementary School event in Connecticut and spoke in support of any community needs to prevent further incidents within San Angelo.

CONSENT AGENDA

APPROVAL OF THE DECEMBER 4, 2012 CITY COUNCIL REGULAR MEETING MINUTES

AWARD OF BID(S) AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE ANY NECESSARY RELATED DOCUMENTS:

VM-11-12: Medium and Heavy Duty Vehicles, two six-yard dump trucks with extended warranties, Corley Freightliner (San Angelo, TX) and Roberts Truck Center (San Angelo, TX), $148,316.00 (Submitted by Vehicle Maintenance Superintendent Patrick Fredrick)

VM-13-12: Police Computers and Digital Video based on DIR pricing, Visual Pro 360 (Tempe, AZ), not to exceed $212,000.00 (Submitted by Vehicle Maintenance Superintendent Patrick Fredrick)

REC-01-12: Nutrition Program, Sysco West Texas (Lubbock, TX), $82,000.00 (Submitted by Senior Services Manager Sandra Hernandez)

AUTHORIZATION OF THE EXTENSION OF CONTRACT THROUGH MARCH 31, 2015 PURSUANT TO CONTRACT TERMS WITH CASCO INDUSTRIES FOR PERSONAL PROTECTIVE EQUIPMENT (FD-01-11) AND RATIFYING THE EXECUTION OF THE EXTENSION OF CONTRACT FROM DECEMBER 18, 2012 (SUBMITTED BY FIRE CHIEF BRIAN DUNN)

ADOPTION OF A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A TAX RESALE (QUITCLAIM) DEED, SOLD UNDER THE URBAN REDEVELOPMENT PROGRAM, CONVEYING THE FOLLOWING REAL PROPERTY TAX LOT: (SUBMITTED BY REAL ESTATE ADMINISTRATOR CINDY PREAS)

2325 Lille Street, (Feist), S 50’ of N 497.7’ of Block 8, Kirby Addition, $750, TAX-89-0320-B

ADOPTION OF A RESOLUTION APPROVING AN AMENDMENT TO A CONTRACT BETWEEN THE

Minutes Vol. 104 December 18, 2012 CITY OF SAN ANGELO AND VARSITY CONTRACTORS FOR JANITORIAL SERVICES, AND AUTHORIZING THE MAYOR AND/OR CITY MANAGER TO EXECUTE SAID CONTRACT AMENDMENT (SUBMITTED BY FACILITIES MANAGER RON LEWIS)

CONSIDERATION OF ADOPTING A RESOLUTION APPROVING AN ASSIGNMENT OF THE DECEMBER 4, 2012 LEASE OF THE WEST MEZZANINE, IN SUBSTANTIALLY THE ATTACHED FORM, IN THE CITY HALL BUILDING FOR OFFICE SPACE BY AND BETWEEN THE CITY OF SAN ANGELO AND THE SAN ANGELO PERFORMING ARTS COALITION (SAPAC), SAID ASSIGNMENT EXECUTED BY SAPAC AS ASSIGNOR AND THE SAN ANGELO SYMPHONY SOCIETY (SYMPHONY) AS ASSIGNEE; AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONSENT TO SAID ASSIGNMENT ON BEHALF OF THE CITY (SUBMITTED BY ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER MICHAEL DANE) – Discussed in Regular Session

POSTPONEMENT OF ADOPTING A RESOLUTION AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AIRPORT PROPERTY LEASE AND LICENSE AGREEMENT WITH SKYLINE AVIATION, INC. AS TENANT, OF CERTAIN PROPERTY LOCATED AT 8926 HANGAR ROAD, SAN ANGELO REGIONAL AIRPORT – MATHIS FIELD AIRPORT

SECOND HEARING AND ADOPTION OF AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” (ZONING ORDINANCE) OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO (SUBMITTED BY PLANNING MANAGER AJ FAWVER)

Z 12-13: Creed Partners, LLC.

AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: 1601 KNICKERBOCKER ROAD, APPROXIMATELY 230 FEET FROM THE INTERSECTION OF KNICKERBOCKER ROAD AND SOUTH JACKSON STREET, IN SOUTHWESTERN SAN ANGELO. THIS PROPERTY OCCUPIES 4.086 ACRES OF THE MCNEESE SURVEY 0176.25 ABSTRACT 1641, CHANGING THE ZONING CLASSIFICATION FROM LIGHT MANUFACTURING (ML) TO GENERAL COMMERCIAL (CG) DISTRICT; PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY

SECOND HEARING AND ADOPTION OF AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” (ZONING ORDINANCE) OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO (SUBMITTED BY PLANNING MANAGER AJ FAWVER)

Z 12-14: Basil El-Masri

AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: 4028 SOUTH BRYANT BOULEVARD, APPROXIMATELY 350 FEET FROM THE INTERSECTION OF SOUTH BRYANT BOULEVARD AND BEN FICKLIN ROAD. THIS PROPERTY OCCUPIES 4.35 ACRES OF THE E HERMES SURVEY 0174 ABSTRACT 0349, IN SOUTHERN SAN ANGELO, CHANGING THE ZONING CLASSIFICATION FROM A COMBINATION OF RANCH & ESTATE (R&E) AND GENERAL COMMERCIAL (CG), TO SINGLE ZONING OF GENERAL COMMERCIAL (CG); PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY

Minutes Page 159 December 18, 2012 Vol. 104 SECOND HEARING AND ADOPTION OF AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” (ZONING ORDINANCE) OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO (SUBMITTED BY PLANNING MANAGER AJ FAWVER)

Z 12-15: Julie Snider

AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: 4126 LAKE DRIVE, LOCATED APPROXIMATELY 100 FEET FROM THE INTERSECTION OF LAKE DRIVE AND NORTH BRYANT BOULEVARD; MORE SPECIFICALLY OCCUPYING THE SHORT GEORGE ADDITION, BLOCKS 9 AND 10, 180’ X 484’ TRACT LESS THE SOUTHWEST 0.1020 ACRE, CHANGING THE ZONING CLASSIFICATION FROM RANCH & ESTATE (R&E) TO A GENERAL COMMERCIAL (CG) DISTRICT; PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY

Councilmember Morrison requested the City Hall West Mezzanine item be considered in the Regular Agenda. Mayor New stated the Skyline contract has been postponed until a future meeting. Council concurred.

Motion, to approve the Consent Agenda, with the exception of the City Hall West Mezzanine Lease Assignment and Skyline Aviation, Inc. Contract, as presented, was made by Councilmember Hirschfeld and seconded by Councilmember Silvas. Motion carried unanimously.

SPECIAL JOINT SESSION:

BE IT REMEMBERED City Council and Downtown Development Commission convened in a special joint meeting at 9:24 A.M., Tuesday, December 18, 2012, in the San Angelo McNease Convention Center, 500 Rio Concho Drive, San Angelo, Texas. All duly authorized members of the Commission, to-wit:

Co-Chair Jim Cummings Co-Chair Tim Edwards Board Member Sharon Rainey Alexander Board Member Gary Cox Board Member Lisa Eady Board Member John Fuentes Board Member Jim Raymond

were present and acting, thus constituting a quorum. Whereupon, the following business was transacted:

DISCUSSION AND POSSIBLE ACTION ON MATTERS AS LISTED BELOW RELATING TO PL-01-12, A REQUEST FOR QUALIFICATIONS SEEKING TO RETAIN A MASTER DEVELOPER FOR THE PURPOSES OF OVERSEEING DEVELOPMENT WITHIN THE DOWNTOWN DEVELOPMENT DISTRICT, AND ANY ACTION IN CONNECTION THERETO:

• DISCUSSION AND POSSIBLE ACTION REGARDING THE QUALIFICATIONS OF AND PROPOSED SCOPE OF SERVICES BY CATALYST URBAN DEVELOPMENT;

• CONSIDERATION OF AUTHORIZING THE CITY MANAGER TO EXECUTE THE LETTER OF INTENT WITH CATALYST URBAN DEVELOPMENT

• CONSIDERATION OF AUTHORIZING THE CITY MANAGER OR DESIGNEE TO BEGIN NEGOTIATIONS WITH CATALYST URBAN DEVELOPMENT

Planning Manager AJ Fawver and Paris M. Rutherford IV of Catalyst Urban Development, LLC, presented background information. A copy of the report/presentation is part of the Permanent Supplemental Record.

Minutes Vol. 104 December 18, 2012 General discussion was held on the various phases of the project, the costs associated with each phase, similar studies in other municipalities, conducive local market place interest, expressed interest by local investors, consultant’s expertise to recruit and showcase the City, creative collaboration and practical implementation of community investment, investment procurement and investor networking, leveraging funds, and various funding sources available to the City.

Commission Co-Chairs Mr. Cummins and Mr. Edwards and Board Member Ms. Rainey Alexander spoke in support of the proposal and recommended approval.

Further discussion was held on whether Council should review the process after each proposed phase, timeline and cost associated with each phase, whether staff should seek prior approval by City Council to proceed through the various phases, the rate of return on City’s investment, identifying funding for the project, and acknowledging the sunk cost within each phase of the project should City Council decide not to proceed to the next phase.

Assistant City Manager/Chief Financial Officer Michael Dane stated funding for the project has not been appropriated; however, staff will identify funding and present options to City Council at a future meeting.

Motion, to accept the Downtown Development Commission’s recommendation to approve the proposed scope of service, the Letter of Intent with the understanding staff will present each Phase for City Council’s review and approval for further direction, and authorization for staff to negotiate a contract to include the identification of funding sources, as presented, was made by Councilmember Hirschfeld and seconded by Councilmember Farmer.

Councilmember Morrison suggested postponing action on the item until further discussion and review can be held with local investors and bankers.

Public comment was made by Andre Nicholas of NR Construction and Tommy Hiebert, Baptist Memorials Board Member, speaking in support of the project.

A vote was taken on the motion on the floor. Motion carried unanimously.

ADJOURNMENT

Motion, to adjourn the special joint meeting, was made by Mr. Fuentes and seconded by Mr. Cox. Motion carried unanimously.

The meeting adjourned at 10:57 A.M.

RECESS

At 10:57 A.M., Mayor New called a recess.

RECONVENE

At 11:11 P.M., Council reconvened, and the following business was transacted:

ADOPTION OF A RESOLUTION APPROVING AN ASSIGNMENT OF THE DECEMBER 4, 2012 LEASE OF THE WEST MEZZANINE, IN SUBSTANTIALLY THE ATTACHED FORM, IN THE CITY HALL BUILDING FOR OFFICE SPACE BY AND BETWEEN THE CITY OF SAN ANGELO AND THE SAN ANGELO PERFORMING ARTS COALITION (SAPAC), SAID ASSIGNMENT EXECUTED BY SAPAC AS ASSIGNOR AND THE SAN ANGELO SYMPHONY SOCIETY (SYMPHONY) AS ASSIGNEE; AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONSENT TO SAID ASSIGNMENT ON BEHALF OF THE CITY (SUBMITTED BY ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER MICHAEL DANE)

Minutes Page 161 December 18, 2012 Vol. 104 Councilmember Morrison spoke in opposition of the lease assignment.

Motion, to adopt Resolution, as presented, was made by Councilmember Hirschfeld and seconded by Councilmember Farmer. AYE: New, Alexander, Silvas, Hirschfeld, and Farmer. NAY: Morrison. Motion carried 5-1.

REGULAR AGENDA: PUBLIC HEARING AND COMMENT

FIRST PUBLIC HEARING AND CONSIDERATION OF INTRODUCING ORDINANCES AMENDING THE CODE RELATED TO ANIMAL CONTROL AND FEES:

AN ORDINANCE AMENDING CHAPTER 3, ARTICLE 3.500 OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, ENTITLED “IMPOUNDMENT” BY REPEALING THIS SECTION IN ITS ENTIRETY AND ADOPTING A NEW ARTICLE 3.500, PROVIDING FOR SEVERABILITY, PROVIDING FOR A PENALTY AND PROVIDING FOR AN EFFECTIVE DATE;

AN ORDINANCE AMENDING APPENDIX A, ARTICLE 1.000 OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, ENTITLED “ANIMAL CONTROL SERVICES FEES,” BY REPEALING SECTION 1.300 ENTITLED “ANIMAL ADOPTION FEES” IN ITS ENTIRETY, AND ADOPTING A NEW SECTION 1.300 ENTITLED “ANIMAL ADOPTION FEES,” ADDING A NEW SECTION 1.301 ENTITLED “MICRO-CHIP FEE,” PROVIDING FOR SEVERABILITY, PROVIDING FOR A PENALTY AND PROVIDING FOR AN EFFECTIVE DATE;

AN ORDINANCE AMENDING CHAPTER 3, ARTICLE 3.400 OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, ENTITLED “ANIMAL REGISTRATION,” BY REPEALING SECTION 3.412 ENTITLED “ADOPTION OF ANIMALS” AND SECTION 3.413 ENTITLED “NON-REGISTRATION” IN THEIR ENTIRETY, AND ADOPTING NEW SECTION 3.412 ENTITLED “ADOPTION OF ANIMALS; STERILIZATION REQUIREMENT,” SECTION 3.413 ENTITLED “ADOPTION OF ANIMALS BY INDIVIDUALS,” SECTION 3.414 ENTITLED “ADOPTION OF ANIMALS BY QUALIFIED ANIMAL RESCUE ORGANIZATIONS,” AND SECTION 3.415 ENTITLED “ADOPTION FEES,” PROVIDING FOR SEVERABILITY, PROVIDING FOR A PENALTY AND PROVIDING FOR AN EFFECTIVE DATE

Health Services Director Sandra Villarreal presented background information. A copy of the presentation is part of the permanent supplemental record.

Reviewed the changes, informed the fees have not changed, but have been clarified; and included the microchip fee within the ordinance,

General discussion was held on the number of animals adopted and euthanized, and the impact of increased adoption fees. Mayor New stated the proposed ordinances do not contain increased fees but clarification on how the fees will be applied.

Councilmember Farmer informed she had received a favorable comment from a constituent noting their experience was pleasant and they were very complementary of the staff and service they had received.

Motion, to introduce the three ordinances, as presented, was made by Councilmember Hirschfeld and seconded by Councilmember Farmer.

Further discussion was held on the incinerator and the cost to fix or buy a new one, implementing a city tag program that is microchip based, coordinating the purchase of pet tags and recruiting more veterinarians to participate in the program; and partnering with local crematoriums.

A vote was taken on the motion on the floor.

PUBLIC COMMENTS FOR AND AGAINST ANNEXATION OF CERTAIN PROPERTIES SITUATED IMMEDIATELY WEST/SOUTHWEST OF SAN ANGELO AND ENCOMPASSING A VACANT 20.00 ACRE TRACT LOCATED AT THE SOUTHERN CORNER OF THE INTERSECTION OF U.S. HIGHWAY

Minutes Vol. 104 December 18, 2012 67 (SHERWOOD WAY) AND A SOUTHWARD PROJECTION OF APPALOOSA TRAIL

Planning Manager AJ Fawver presented background information. A copy of the presentation is part of the permanent supplemental record.

Mayor New opened the floor for public comment. No comments were made. Mayor New closed the public comment period.

DISCUSSION, CONSIDERATION OF, AND POSSIBLE ACTION ON A PETITION FILED BY AREA LANDOWNERS SEEKING ANNEXATION (TO SAN ANGELO’S CITY LIMITS) OF CERTAIN PROPERTIES SITUATED IMMEDIATELY WEST/SOUTHWEST OF SAN ANGELO AND ENCOMPASSING A VACANT 8.995 ACRE TRACT EXTENDING NORTHWEST FROM MILLS PASS DRIVE, AND LOCATED EAST OF THE COMMUNITY OF FAITH SUBDIVISION AND SOUTHWEST OF THE SAM'S CLUB ADDITION

Planning Manager AJ Fawver presented background information. A copy of the presentation is part of the permanent supplemental record.

Motion, to approve the petition and proposed schedule, as presented, was made by Councilmember Hirschfeld and seconded by Councilmember Silvas. Motion carried unanimously.

DISCUSSION OF CITY WEBSITE COSTS AND CONSIDERATION OF AUTHORIZING STAFF TO NEGOTIATE A SUBSCRIPTION SERVICES AGREEMENT BETWEEN THE CITY OF SAN ANGELO AND VISION INTERNET, AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT

Public Information Officer Anthony Wilson presented background information. Copy of the presentation is part of the permanent supplemental record.

General discussion was held on how the website may interface with other city functions and ways to improve customer service features.

Councilmember Morrison commented on the authorized amount for the redesign, the additional request for the subscription service agreement, obtaining a local vendor, and utilizing local educational facilities. Mr. Wilson noted staff utilized the request for proposal process and local individuals or agencies did not submit a proposal.

Motion, to authorize staff recommendation to negotiate an agreement and authorize the City Manager execute an agreement for a subscription Vision Internet for hosting, 24/7 tech support, upgrades, new features and a graphic redesign in four years at a cost of $6K/year with a 3-percent annual rate increase for a total first-year cost of $40,150.00, as presented, was made by Councilmember Hirschfeld and seconded by Councilmember Farmer.

Public comment was made by Citizen Jim Turner suggesting the City should take a different approach to develop a long term website strategy.

A vote was taken on the motion on the floor. Motion carried unanimously.

RECESS

At 12:16 P.M., Mayor New called a recess.

RECONVENE


Minutes Page 163 December 18, 2012 Vol. 104 EXECUTIVE/CLOSED SESSION

At 12:40 P.M., Council convened in Executive Session under the provision of Government Code, Title 5. Open Government; Ethics, Subtitle A. Open Government, Chapter 551. Open Meetings, Subchapter D. Exceptions to Requirement that Meetings be Open, 551.072 to deliberate the purchase, exchange, lease, or value of real property; and, Section 551.087 to discuss an offer of financial or other incentive to a company or companies with whom the City of San Angelo is conducting economic development negotiations and which the City of San Angelo seeks to have, locate, stay or expand in San Angelo.

OPEN SESSION (continued)

At 12:59 P.M. City Council concluded the Executive/Closed Session whereupon the following business was transacted:

RECESS

At 12:59 P.M., Mayor New called a recess.

RECONVENE


APPROVAL OF THE CORRECTION OF A PREVIOUS CHANGE ORDER TO THE CONTRACT WITH STODDARD CONSTRUCTION MANAGEMENT INC. (SCMI) (PUR-04-10B) FOR THE CONSTRUCTION OF THE CITY HALL PLAZA CENTRAL PLANT AND FOR ADDITIONAL WORK RELATED TO THE AUDITORIUM TO INCREASE THE CONTRACT AMOUNT BY $71,805.00 AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE ANY RELATED DOCUMENTS

Assistant City Manager Rick Weise presented background information.

Motion, to approve, as presented, was made by Councilmember Silvas and seconded by Councilmember Farmer. Motion carried unanimously.

FIRST PUBLIC HEARING AND INTRODUCTION OF AN ORDINANCE AMENDING THE 2012-2013 BUDGET FOR GRANTS, NEW PROJECTS AND INCOMPLETE PROJECTS

AN ORDINANCE OF THE CITY OF SAN ANGELO AMENDING THE BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2012, AND ENDING SEPTEMBER 30, 2013, FOR NEW PROJECTS.

Budget Manager Morgan Trainer presented background information.

Motion, to approve introduction of Ordinance, was made by Councilmember Hirschfeld and seconded by Councilmember Farmer. Motion carried unanimously.

APPROVAL OF A RECOMMENDATION BY THE CITY OF SAN ANGELO DEVELOPMENT CORPORATION (COSADC) BOARD OF DIRECTORS TO RATIFY CHANGE ORDERS 1 THROUGH 4 TO CONTRACT NO. COSADC-01-11, THE BUSINESS RESOURCE CENTER, FUNDED BY COSADC TO COVER THE ADDITIONAL COSTS INCURRED AS A RESULT OF REQUIRED STRUCTURAL MODIFICATIONS TO THE SECOND FLOOR AREA UNKNOWN UNTIL AFTER THE START OF CONSTRUCTION, THE COST OF ADDITIONAL DEMOLITION, PROVISION OF SIGNAGE AND OTHER CONTRACTOR CHANGE ORDERS IN THE AMOUNT OF $150,485.69 AND ANY OTHER ACTION IN CONNECTION THERETO

Community and Economic Development Director Shawn Lewis presented background information.

Motion, to approve the recommendation, as presented, was made by Councilmember Farmer and seconded by Councilmember Hirschfeld. Motion carried unanimously.

Minutes Vol. 104 December 18, 2012 DISCUSSION AND DIRECTION TO STAFF REGARDING POSSIBLE WATER CONSERVATION EFFORTS, PROGRAMS OR INCENTIVES

Assistant City Manager/Chief Financial Officer Michael Dane and Customer Service Manager Toni Fox presented background information. A copy of the presentation is part of the Permanent Supplemental Record.

General discussion was held on incentive options, e.g. coupon discounts verses the City purchasing products, conservation credits related to utility statements, new construction, and installation of water saving measures, credit on construction permits, internal three year policy to receive a forgiveness waiver credit on water or sewer line repairs. In conclusion, Council suggested staff reconsider the three year policy and present further information on the suggested options at a future meeting.

DISCUSSION OF THE LATE FEES ASSOCIATED WITH THE CITY’S UTILITY BILL AND ANY ACTION IN CONNECTION THERETO

Assistant City Manager/Chief Financial Officer Michael Dane presented background information. A copy of the presentation is part of the Permanent Supplemental Record.

General discussion was held on possible alternatives available for those citizens on fixed incomes, considering a percentage or tiered fee structure versus a fixed amount as the late fee, the issues related to the percentage calculation, and questioned the date and 3:00 P.M. deadline policy.

City Manager Daniel Valenzuela informed the late fee is assessed if the invoice is $30 or more. Ms. Fox clarified the department has a program for individuals on Social Security or Disability. The individual must make the request to participate in the program and the appropriate documentation must be provided.

Assistant City Manager Michael Dane explained the annual late fee projection amount is included in the proposed department revenue. Councilmember Farmer added late fees and related matters are regulated by the Public Utility Commission.

Public comments were made by Citizen Jim Turner.

DISCUSSION OF THE WATER UTILITY BILLING STRUCTURE AND PROCEDURE

Requested by Councilmember Morrison and Assistant City Manager/Chief Financial Officer Michael Dane presented background information. A copy of the presentation is part of the Permanent Supplemental Record.

Councilmember Morrison commented the presented information was informative however not what he had requested. He clarified his request stated he wanted an independent audit and investigation of the Water Utilities Department, including the utility billing system.

Responding to a question from Councilmember Silvas, Mr. Dane stated staff will research whether the statements can be printed in Spanish.

FOLLOW UP AND ADMINISTRATIVE ISSUES

CONSIDERATION OF MATTERS DISCUSSED IN EXECUTIVE/CLOSED SESSION

No action was taken on matters discussed in Executive/Closed Session.

APPROVAL OF VARIOUS BOARD NOMINATIONS BY COUNCIL AND DESIGNATED COUNCILMEMBERS:

CONFIRMATION OF THE PARK COMMISSION’S NOMINATION, JULIA LANE, TO THE PARKS AND RECREATION ADVISORY BOARD

Motion, to approve various board nominations by Council and designated Councilmembers, was made by

Minutes Page 165 December 18, 2012 Vol. 104 Councilmember Hirschfeld and seconded by Councilmember Silvas. Motion carried unanimously.

ANNOUNCEMENTS AND CONSIDERATION OF FUTURE AGENDA ITEMS

City Manager Daniel Valenzuela distributed the proposed January 8, 2013 Agenda and solicited Council comments and suggestions.

Councilmember Morrison requested a discussion an independent audit and investigation of the Water Utilities Department, including the utility billing system and the parameters of the related audit.

City Attorney Lysia H. Bowling explained the City complies with the Charter requirement under Section 34. Audit and Examination and under state law there is no vehicle for such a request. However, she noted the City Manager may direct staff to conduct a separate audit.

Councilmember Hirschfeld suggested the request be submitted to the Audit Committee for further consideration.

Mr. Valenzuela stated staff is reviewing several issues and concerns that have been brought to staff’s attention. He informed staff will submit an exceptions report to City Council and denote all complaints received and how the issues are being resolved. Mr. Valenzuela also noted the City is in the process of beginning a new fiscal audit and specific direction or instruction can be requested of the auditors.

At 2:21 P.M., Councilmember Farmer left the meeting and did not return.

Councilmember Alexander informed an audit was performed by Neptune/Automatic Meter Reading (AMR), the City’s vendor for the water meters, and no press release was made staff. He requested an update and report on the AMR system and alert system mechanisms available to citizens.

Mr. Alexander also requested clarification on the legality of golf carts on public streets.

ADJOURNMENT

Motion, to adjourn, was made by Councilmember Silvas and seconded by Councilmember Morrison. Motion carried unanimously.

The meeting adjourned at 2:31 P.M.

THE CITY OF SAN ANGELO ___________________________________ Alvin New, Mayor

ATTEST: _______________________________ Alicia Ramirez, City Clerk In accordance with Chapter 2, Article 2.300, of the Official Code of the City of San Angelo, the minutes of this meeting consist of the preceding Minute Record and the Supplemental Minute Record. Details on Council meetings may be obtained from the City Clerk’s Office or a video of the entire meeting may be purchased from the Public Information Officer at 481-2727. (Portions of the Supplemental Minute Record video tape recording may be distorted due to equipment malfunction or other uncontrollable factors.)

Minutes Vol. 104 December 18, 2012

Minutes 7 December 18, 2012 Vol. 104

City of San Angelo

Memo Date: December 11, 2012

To: Mayor and Councilmembers

From: Ricky Dickson, Water Utilities Director

Subject: Consent Agenda Item for January 8, 2013 Council Meeting

Contact: Ricky Dickson, Water Utilities Director, 657-4209

Caption: Consideration of award of bid for WU-14-12 Wastewater Irrigation Pump to Xylem Incorporated / Flygt Products for $54,678 and authorizing the City Manager or his designee to execute contract documents.

Summary: Bids have been received from one vendor for the purchase of a pump. This pump is a replacement for an older pump. The bid was submitted by Xylem Incorporated / Flygt Products (Carrollton, Texas). History: This pump distributes wastewater effluent for irrigation flow.

Financial Impact: Bid amount - $54,678; budgeted under the Wastewater Capital Projects– Wastewater Plant Repairs. Related Vision Item (if applicable): None. Other Information/Recommendation: It is recommended the low bid be accepted. Attachments: Bid Tabulation Presentation: None. Publication: None. Reviewed by Service Area Director: Ricky Dickson, Water Utilities Director, December 11,

2012

Y:\12-RFX\Water Utilities\WU1412 Wastewater Pump\Bid Tab-Final

C I T Y O F S A N A N G E L O BID TABULATION * RFB NO: WU-14-12/Irrigation Pump * October 18, 2012

No. Item Unit Est Qty Unit Cost Extended Price1 Irrigation Pump Ea 1 54,678.00$ 54,678.00$

$ 54,678.00

Delivery Days 95Piggy Back Availibility: YES

Payment Discount: Net 60

Bids Mailed To:Global Pump Davison MIGodwin Pumps China GroveTXGriffin Dewatering Houston TXHahn Equipment Co. Inc. Houston TX

ITT Flygt Corporation Carrollton TXOdessa Pumps Odessa TXRain for Rent San Antonio TXSmith Pump Company, Inc. Waco TXSunbelt Rentals Pump & Power Services Fort Worth TX

Xylem Corp

Total Bid

City of San Angelo



From: Ricky Dickson, Interim Water Utilities Director

Subject: Agenda Item for January 8, 2013 Council Meeting

Contact: Ricky Dickson; 657-4209

Caption: Regular Item

Consideration of authorization to execute a change order to Archer Western Construction LLC not to exceed $400,000.00 on the Hickory Booster Pump Station Project (WU-05-12) for brush clearing required for the expansion of the well field and authorizing the City Manager or his designee to execute all documents for the change order

Summary:

This change order is being requested to clear brush for seven potential well sites in order to prevent delays on the expansion of the Hickory well field. Due to work restrictions in the potential Black Capped Vireo habitat from March 15 to September 15 of each year, there is a window of opportunity from January to March 15 to conduct clearing operations for the potential well sites and rights of ways. Clearing will consist of brush removal, grubbing and grinding vegetation for access routes, well locations, well field piping and electrical power lines.

This change order is for additional work necessary for the well field expansion. None of the work required for the well field expansion was included in the original contract with Archer Western Construction, LLC. The brush clearing and right of way improvements that has been performed by Archer Western was only for the existing well field.

History: On May 15, 2012 a contract in the amount of $12,853,000 was awarded to Archer Western Construction, LLC for the construction of the Hickory Booster Pump Station and Well Field. Work in this contract included clearing brush in the existing well field.

Financial Impact: Total estimated cost for removal of approximately 37,400 feet of brush: not to exceed $400,000

Due to time constraints and mandatory review process required by the Texas Water Development Board, funding may not be released for this section of brush clearing.

Related Vision Item

(if applicable):

Other Information/ Recommendation:

Staff recommends approval of the change order.

Attachments: Change Order #1 and Map of proposed well locations.

Presentation: None.

Publication: None.

Reviewed by Director:

Ricky Dickson, Interim Water Utilities Director; 657-4209

Approved by Legal:

8

Figure 2. Overview

of Potential Black-capped V

ireo Habitat

Segment A

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* Turner Bio logica l Consulting makes no representations, guarantees, o r warranties, expressed or im pl ied, as to the accuracy, com pleteness, content, currency, sui tabi lity, and timeliness of the information provided via this m ap.

PRELIMINARY THIS DOCUMENT SHALL NOT BERECORDED FOR ANY PURPOSE

0 0.25 0.50.125MilesLegend

Proposed Pipeline

"/ Proposed Wells

!. Existing Wells

Existing Electrical

Existing Pipeline Corridor

Black-capped Vireo HabitatTurner Biological Consulting618 West StBuffalo Gap, TX 79508

Turner Biological ConsultingHickory Two Water Supply LineCity of San Angelo, TX

Phone: (325) 572-5131Fax: (325_ 572-5238http://www.turnerbio.com

File:Z:\Hickory Water Supply\2012\Proposed Wells 10-11-12_TWC.mxd

Drawn By: TWC Coord. Sys. - State Plane NAD83 Updated: 10/11/2012

Black-Capped Vireo Habitat Delineation

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City of San Angelo





Contact: Ricky, Interim Water Utilities Director, 657-4209

Caption: Consent Item

Consideration of authorizing the sale of the following residential properties for the appraised value and authorizing the Mayor, City Manager, or Water Utilities Director to execute all necessary legal documents pertaining to the sale of subject properties, subject to completion of all curative requirements.

Summary: Deborah Ann Graves 3009 Red Bluff Circle Lot 57, Group Red Bluff $77,700 Herbert and Johnnie Reynolds 2872 Red Bluff Road Lot 34, Group Red Bluff $88,200 Pete and Melody Hettinga 3257 Red Bluff West Lot 112, Group Red Bluff $78,800 History: None.

Financial Impact: Proceeds from the sale of lake lots go into the Lake Nasworthy Trust Fund. Related Vision Item (if applicable): None. Other Information/Recommendation: If the sales are approved at the appraised value, a title examination will be performed and legal staff will prepare a Real Estate Contract of Sale, Special Warranty Deed and Surrender of Lease, as previously approved by City Council. Staff recommends approval. Attachments: Appraisal Reports (Graves); (Reynolds); and (Hettinga) Presentation: None. Publication: None. Reviewed by Service Area Director: Ricky Dickson, Interim Water Utilities Director, December 20, 2012.

City of San Angelo

Memo Date:


From: Carl White, Parks & Recreation Director


Contact: Carl White, 325-234-1724


Consideration of adopting a Resolution requesting the members of the 83rd Legislative Session of the State of Texas support legislation that increases funding for the Texas Recreation and Parks Account and Large County and Municipality Recreation and Parks Account local park grant programs, and the Texas State Park System.

Summary:

Staff recommends adoption of a Resolution requesting the members of the 83rd Legislative Session of the State of Texas support legislation that increases funding for the Texas Recreation and Parks Account and Large County and Municipality Recreation and Parks Account local park grant programs, and the Texas State Park System and authorizing the Mayor or City Manager to execute the Resolution.

The attached draft Resolution outlines many of the benefits of granting programs and state park system.

History: There is no history on this item however, the City of San Angelo has benefited directly by these grant programs in the past when they were adequately funded. In the last 10 years, San Angelo has received approximately $1,400,000 from these programs for parks and trails improvements. We are also blessed to have a State Park in our backyard but it needs better funding.

Financial Impact: N/A

Related Vision Item

(if applicable):

N/A


Staff recommends approval.

Attachments: Proposed Resolution.

Presentation: N/A

Publication: N/A


Rick Weise, Assistant City Manager

Approved by Legal: December 7, 2012

RESOLUTION A RESOLUTION OF THE CITY OF SAN ANGELO CITY COUNCIL REQUESTING THE MEMBERS OF THE 83rd LEGISLATIVE SESSION OF THE STATE OF TEXAS SUPPORT LEGISLATION THAT INCREASES FUNDING FOR THE TEXAS RECREATION & PARKS ACCOUNT AND LARGE COUNTY AND MUNICIPALITY RECREATION AND PARKS ACCOUNT LOCAL PARK GRANT PROGRAMS, AND THE TEXAS STATE PARK SYSTEM

WHEREAS, the Texas Parks & Wildlife Department (“TPWD”) administers the Texas Recreation & Parks Account Local Park Grant Program (“TRPA”) and the Large County and Municipality Recreation and Parks Account (Urban Account) and manages 94 State parks and historical sites in Texas; and WHEREAS, TPWD has a separate accounts in their general revenue fund referred to as the TRPA and Urban Account for the purpose of providing matching grants to political subdivisions for parks and recreation projects, and for outreach grants to introduce new populations to outdoor experiences; and WHEREAS, the matching grants provided by the TPWD are utilized for the planning, acquisition, and development of local park, recreation and open space areas to be owned and maintained by political subdivisions; and WHEREAS, funds granted to political subdivisions under the TRPA and Urban Account guidelines have funded 1629 projects of the 3,470 submitted over 30 years delivering over $800 million to the local Texas economy; and WHEREAS, political subdivisions throughout the State of Texas depend on grants from TPWD through the TRPA to stimulate the acquisition and development of parks and recreational areas for the benefit and enjoyment of their citizenry; and WHEREAS, the TRPA, Urban Account, and State parks are funded from sales tax on sporting goods and that the development of new parks stimulates the purchase of sporting goods; and WHEREAS, the maintenance and improvements of State park and historic sites and the addition of new parks is a priority to Texans due to the State’s expanding population and extensive tourism industry; and WHEREAS, the development of parks encourages and promotes public health, economic development, job creation, education; corporate relocations, an improved quality of life, and juvenile crime prevention; and

WHEREAS, funds are needed for major repairs at state parks and for the acquisition and development of parks and facilities; and WHEREAS, it is the desire of this City Council that a copy of this resolution with appropriate names affixed be presented to the Governor of Texas and the leadership of the 83rd Texas Legislature. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN ANGELO, TEXAS:

1. That members of the 83rd Legislature of Texas seek passage of legislation

maximizing the use of revenue from the sporting goods sales tax to increase funding for parks and recreation programs for both Local and State parks and that all TRPA and Urban Account funded park projects be subject to the established TPWD competitive scoring system.

2. That members of the 83rd Legislature of Texas restore funding to the TRPA and Urban accounts in the amount of at least $15.5 million per year.

PASSED AND APPROVED by the ____________________ City Council on this the ____ day of _____________________ 2012.

APPROVED:

______________________________ Mayor, Alvin New

ATTEST: ______________________________ Alicia Ramirez, City Clerk APPROVED AS TO FORM: APPROVED AS TO CONTENT ______________________________ ______________________________ Lysia H. Bowling, City Attorney Carl White, Directors of

Parks & Recreation

City of San Angelo





Contact: Ricky Dickson; 657-4209


Consideration of adopting a Resolution at the request of Charles Becker and Mary Becker, Grantees, authorizing the City Manager or his designee to negotiate and execute on behalf of the City of San Angelo as Grantor, a conditional, nonexclusive access easement appurtenant to a land-locked parcel at 2059 Christoval Road, for access to Old Christoval Road, over a city-owned parcel.

Summary: The city has been requested to grant an access easement over a city owned parcel so that a privately owned parcel may gain access to a public street. The property is surrounded on three sides by city owned property and the South Concho River on the fourth side. As a condition of the easement, the landowner will make improvements along the access route and will also prevent public use of the easement. The city will benefit from this easement agreement by being granted use of the improvements while the said improvements will also prevent the general public from accessing city owned property.

History: The requestors are in the process of purchasing the property in question and are planning to make physical improvements on the property. Before these improvements can be made access to a public right of way is required. Due to the location of the property the only viable option available is over a city owned parcel.

Financial Impact: none

Related Vision Item

(if applicable):


Staff recommends approval of the access easement.

Attachments: Resolution, Easement, and Map of proposed access easement.

Presentation: None.

Publication: None.


Ricky Dickson, Interim Water Utilities Director; 657-4209

Approved by Legal:

of 7 Nonexclusive Easement Agreement for Access Agreement; City of San Angelo/Charles Becker

Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is tiled for record in the public records: your Social Security number or your driver's license number.

NONEXCLUSIVE EASEMENT FOR ACCESS AGREEMENT Effective Date: January , 2013 Grantor: City of San Angelo, Texas Grantor’s Mailing Address: 72 W. College Ave. San Angelo, Texas 76903 Grantee: Charles Becker and Nancy Becker, husband and wife. Grantees’ Mailing Address: 2500 N. Bryant Blvd. San Angelo, Texas 76903 Dominate Estate Property: Certain real property located within the corporate limits of the City of San Angelo, Tom Green County, State of Texas, commonly known as 2059 Christoval Road, and as more particularly described on Exhibit “A” attached hereto, and made a part hereof for all purposes. Easement Property/Servient Estate: Certain real property generally described as fronting on the west side of the 2000 to 2100 blocks of Christoval Road, San Angelo, Tom Green County, State of Texas, as more particularly described on Exhibit ”B” attached hereto and made a part hereof for all purposes. Easement Purpose: For providing non-exclusive, free and uninterrupted pedestrian and vehicular ingress and egress from the Dominate Estate Property to and from Christoval Road, said pedestrian and vehicular ingress and egress being limited to the residential use of the Dominate Estate Property, and subject to conditions herein provided Consideration: Ten and No/100 Dollars and other good and valuable consideration., the receipt and sufficiency of which are hereby acknowledged by the Grantor. Reservations from Conveyance of Easement Rights: Grantor expressly reserves all oil, gas, and other minerals owned by Grantor, in, on, and under the Easement Property provided that Grantor shall not drill or excavate for minerals on the surface of the Easement Property, but may extract oil, gas, or other minerals from and under the Easement Property. Grantor reserves, and the easement rights granted herein are subject to, any and all existing easements, prescriptive rights, rights-of-way, leases, and subleases affecting the Easement Property, or any part thereof, whether of record or not, and all presently recorded matters that affect the Easement Property. The Easement is further made subject to all future easements, leases, and sublease to the extent


that the same do not unduly interfere with Grantees’ rights hereunder. Grantor reserves the right to use, and to permit its agents, employees, contractors, and invitees, to use the Easement Property and the Easement to access the adjoining or nearby property of Grantor or the Dominant Estate. Grantor further reserves the right to otherwise use and enjoy the Easement Property insofar as the exercise thereof does not endanger or interfere with the existence and maintenance of the Purpose of this easement. Exceptions to Warranty: This easement is being given by Grantor without any warranty of any kind either expressed or implied. Grant of Easement: Grantor, for the consideration and subject to the Reservations from Conveyance, Exceptions to Warranty, and the Terms and Conditions set forth herein, grants, sells, and conveys to Grantees and Grantees’ heirs, successors, and assigns (hereinafter collectively “Grantees”), a non-exclusive, easement appurtenant over, on, and across the Easement Property for the Easement Purpose and for the benefit of the Dominant Estate Property, together with all and singular the rights and appurtenances thereto in any way belonging (collectively, the “Easement”), to have and to hold the Easement to Grantees and Grantees’ heirs, successors, and assigns forever. Grantor binds Grantor and Grantor’s successors and assigns to warrant and forever defend the title to the Easement in Grantees and Grantees’ heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the Easement or any part thereof, except as to the Reservations from Conveyance and Exceptions to Warranty to the extent that such claim arises by, through, or under Grantor but not otherwise. Terms and Conditions: The following Terms and Conditions apply to the Easement granted by this Agreement:

1. Character of Easement. It is distinctly understood and agreed that the Easement granted herein does not constitute a conveyance in fee of the Easement Property, nor the minerals therein and thereunder, but grants only a nonexclusive easement subject to terms and conditions. The Easement is appurtenant to and runs with all or any portion of the e Dominant Estate Property, whether or not the Easement is referenced or described in any conveyance of all or such portion of the Dominant Estate Property. The Easement is nonexclusive and i s t e r m i n a b l e a s p r o v i d e d h e r e i n . The Easement is for the benefit of Grantee and Grantee's heirs, successors, and assigns who at any time own the Dominant Estate Property or any interest in the Dominant Estate Property (as applicable, the "Holder").

2. Duration of Easement. The duration of the Easement is perpetual, subject to

termination or reversion as herein provided.

3. Reservation of Rights. Grantor reserves for Grantor and Grantor's , successors, and assigns the right to continue to use and enjoy the surface of the Easement Property for all purposes that do not interfere with or interrupt t h e use or enjoyment of the Easement by Holder for the Easement Purposes. Grantor


.:;

reserves for Grantor and Grantor's successors, and assigns the right t o use all or part of the Easement in conjunction with Holder and the right to con vey to others the right to use all or any part of the Easement in conjunction with Holder

4. Secondary Easement. Holder has the right (the ·'Secondary Easement") to use as much of the surface of the property that is adjacent to the Easement Property ("Adjacent Property'') as may be reasonably necessary to in stall and maintain a road reasonably suited for the Easement Purpose with in the Easement Property. However, Holder must promptly restore the adjacent Property to its previous physical condition if changed by use of the rights granted by this Secondary Easement.

5. Improvements and Maintenance of the Easement Property. Improvement and maintenance of the Easement .Property for the easement purposes will be at the sole expense of Grantees.

a) Grantees must continuously maintain the Easement Property and road and access related improvements in a neat clean condition, and reasonably passable for pedestrian and vehicular access.

b) Grantees s ha l l construct, install, and maintain at Grantees’ sole risk, cost and expense, a road ( "Road Improvements ") over or across the Easement Property in conformance with plans submitted to and pre-approved in writing by the Director of Water Utilities for the City of San Angelo. All matters concerning the c o n s t r u c t i o n , configuration, installation, maintenance, replacement, and removal of the Road and access related improvements shall be performed in full compliance with applicable federal and state laws, municipal ordinances, other applicable regulations, and performance of Grantees' obligations under this agreement.

c) On written request by Grantor , the Grantees will execute or join in the execution of easements for sewer, drainage, electric, gas or other utility facilities under or across the Easement Property.

d) If, in exercising Grantees’ rights under this agreement, Grantees directly or indirectly cause any damage to the Easement Property not contemplated by this Agreement or any damage to any property of Grantor, or any other property appurtenant thereto, or any improvements located on any property of Grantor or on any other property appurtenant thereto, Grantees shall, at Grantees’ sole cost and expense and within a reasonable time after the exercise of such rights, but in no event later than thirty (30) days from the date the damage occurred, restore the Easement Property, all other such property, and such improvements to their original condition existing prior to the change or damage.

6. Equitable Rights of Enforcement. Grantor or Grantees a g r e e t h a t e i t h e r p a r t y s h a l l b e e n t i t l e d t o e n f o r c e m e n t o f t h e t e r m s a n d


c o n d i t i o n s o f t h i s a g r e e m e n t by restraining order and appropriate injunctive relief (temporary or permanent) issued by a court having jurisdiction in Tom Green County, Texas. Restraining orders and injunctions will be obtainable on proof of the existence of interference or threatened interference, with out the necessity of proof of inadequacy of l egal remedies or irreparable harm, and w ill be obtainable only by the parties to or those benefited by this agreement; provided, however , that the act of obtaining an injunction or restraining order w ill not be deemed to be an election of remedies or a waiver of any other rights or remedies available at law or in equity.

7. Termination of Easement.. This Easement agreement may be terminated at the election

of Grantor, exercised upon written notice thereof given to Grantees, upon the occurrence of any one of the following conditions, at which time the easement agreement shall automatically become null and void and re-vests in Grantor:

a. Grantees’ failure to complete construction of the Road providing reasonable

pedestrian and vehicular access over and across the Easement Property from the Christoval Highway to the Dominate Estate under the terms and conditions of this agreement within three (3) years of the Effective Date first, hereinabove written.

b. Grantees’ failure to maintain the Easement Property in a condition permitting reasonable pedestrian and vehicular access for a continuous period of one (1) year or longer, which the parties agree shall be deemed a voluntary and intentional abandonment of the easement by Grantees.

c. Grantees’ failure to construct a habitable residential structure on Dominant Estate Property within ten (10) years from date hereof.

8. .Attorney's Fees. If either party retains an attorney to enforce this agreement,

the party prevailing in litigation is entitled to recover reasonable attorney's fees and court costs.

9. Binding Effect. This agreement binds and inures to the benefit of the parties

and their respective heir s, successors, and permitted assigns.

10. Choice of Law. This agreement will be construed under the laws of the State of Texas. Venue shall lie in Tom Green County, Texas.

11. Counterparts. This agreement may be executed in any number of

counterparts with the same effect as if all signatory parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument.

12. Waiver of Default. It is not a waiver of or consent to default if the non-defaulting

party fail s to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this agreement does not preclude pursuit of other remedies in this agreement or provided by law.


13. Further Assurances. Each party agrees to execute and deliver any additional

documents and instruments and to perform any additional acts necessary or appropriate to perform the terms, provisions, and condition s of this agreement and all transaction s contemplated by this agreement

14. Release and Indemnity Grantees hereby agree to release Grantor and

its agents, successors and assigns of and from any and all claims, demands, actions and causes of action arising from or related to Grantee’s use of the Easement Property. Grantees, individually and on behalf of their heirs, successors and assigns (collectively “Grantees”) further agree to indemnify, defend, and hold harmless the Grantor and Grantor’s agents, successors and assigns from any and all Claims losses, attorney's fees, o r expenses arising out of or attributable to the exercise by Grantees of the rights or obligations under this agreement or attributable to Grantees’ breach or default of any provision of this agreement. The provisions of this paragraph number 14 shall survive termination of this agreement for so long as any liability could be asserted. Nothing herein shall require Grantees to indemnify, defend or hold harmless any indemnified party for the indemnified party’s own gross negligence or willful misconduct.

15. Entire Agreement. This agreement and the exhibits made a part hereof constitute

t h e entire agreement of the parties concerning the grant of the Easement by Grantor to Grantees. There are no representations, agreements, warranties, or promises that are not in this agreement and the exhibits made a part hereof.

16. Legal Construction. lf any provision in this agreement is for any reason

unenforceable, to t h e extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceability will not affect any other provision hereof , and this agreement will be construed as if the unenforceable provision had never been a part of the agreement. Whenever context requires, the singular will include the plural and neuter include the masculine or feminine gender, and vice versa . Article and section headings in this agreement are for reference only and are not intended to restrict or define the text of any section.

17. Notices. Any notice required or permitted under this agreement must be

in writing. Any notice required by this agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid , certified mail , return receipt requested , and addressed to the intended recipient at the address shown in this agreement. Notice may also be given by regular mail, personal delivery, courier delivery,


facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any party address for notice may be changed by written not ice delivered as provided herein.

18. Time. Time is of the essence with respect to the performance of all obligations of the Grantees under this agreement.

19. Benefit. This agreement and the terms and conditions contained herein shall inure to the benefit of and be binding upon the Grantees and Grantor, and their respective heirs, personal representatives, successors, and assigns.

20. Construction of Agreement. Each party hereto acknowledges that it and its counsel

have reviewed this Easement Agreement, that its terms are the result of negotiation between the parties, and that the normal rule of construction shall not be applicable and there shall be no presumption that any ambiguities will be resolved against the drafting party in interpretation of this agreement.

[Signature Page to Follow]


IN WITNESS WHEREOF, the parties have executed this NONEXCLUSIVE EASEMENT FOR ACCESS AGREEMENT.

CITY OF SAN ANGELO, TEXAS:

ATTEST: By: ____________________________ Daniel Valenzuela, City Manager Alicia Ramirez, City Clerk GRANTEES: Charles Becker

Mary Becker STATE OF TEXAS § § COUNTY OF TOM GREEN § This instrument was acknowledged before me on _____________________, 2013, by Daniel Valenzuela, as City Manager of the City of San Angelo, a Texas home-rule municipal corporation, on behalf of said corporation. __________________________________ Notary Public, State of Texas STATE OF TEXAS § § COUNTY OF TOM GREEN § This instrument was acknowledged before me on _____________________, 2013, by CHARLES BECKER and MARY BECKER. . __________________________________ Notary Public, State of Texas

A RESOLUTION OF THE CITY OF SAN ANGELO AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A NONEXCLUSIVE EASEMENT FOR ACCESS AGREEMENT ON BEHALF OF THE CITY AS GRANTOR, WITH CHARLES BECKER AND NANCY BECKER, GRANTEES, BEING THE OWNERS OF A CERTAIN LANDLOCKED PARCEL OF REAL PROPERTY LOCATED AT 2059 CHRISTOVAL ROAD, FOR PURPOSES OF PERMITTING A RIGHT-OF-WAY OVER WHICH GRANTEES SHALL CONSTRUCT A ROAD FOR PEDESTRIAN AND VEHICULAR ACCESS TO AND FROM CHRISTOVAL ROAD AND SAID LANDLOCKED PARCEL AND ADJACENT PROPERTY OWNED BY THE CITY, FOR JOINT USE OF THE PARTIES.

WHEREAS, Charles Becker and Nancy Becker, husband and wife, Grantees, are the owners of certain property located within the corporate limits of the City of San Angelo and having an address of 2059 Christoval Road; and, WHEREAS Grantees’ property is surrounded by property owned by the City of San Angelo such that it is landlocked without access to a public right-of-way; and, WHEREAS Grantees are agreeable to constructing a road for pedestrian and vehicular access to and from Grantees’ landlocked parcel of property and adjacent City owned property to Christoval Road, for the joint use of Grantees and City, which access road improvement is deemed to be fair value for the nonexclusive easement for joint use with the City and serves a public use and benefit; NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN ANGELO, TEXAS THAT: The City Manager or his designee is hereby authorized to execute a NONEXCLUSIVE EASEMENT FOR ACCESS AGREEMENT substantially in the form of Exhibit “A” attached to this resolution, on behalf of the City as Grantor, with Charles Becker and Nancy Becker, Grantees, being the owners of a landlocked parcel of real property having an address oft 2059 Christoval Road within the corporate limits of the City, for purposes of permitting a right-of-way over which Grantees shall construct a road for pedestrian and vehicular access to and from Christoval Road and said landlocked parcel and adjacent property owned by the City, for the joint use of the Grantees and City. PASSED and APPROVED THIS DAY OF , 2013. CITY OF SAN ANGELO, TEXAS ATTEST: Alvin New, Mayor Alicia Ramirez, City Clerk

APPROVED AS TO CONTENT APPROVED AS TO FORM Ricky Dickson, Interim Director of Lysia H. Bowling, City Attorney Water Utilities

EXHIBIT A

NONEXCLUSIVE EASEMENT FOR ACCESS AGREEMENT

City of San Angelo Finance Department



From: Morgan Trainer, Budget Manager

Subject: Agenda Item for December 18, 2012 Council Meeting

Contact: Morgan Trainer, Budget Manager 653-6291

Caption: Regular (1st reading) Consent (2nd reading)

First public hearing and introduction of an Ordinance amending the 2012-2013 Budget for new projects.

Summary: This proposed amendment contains the following items (additional information attached):

• Website Redesign

History: See attached Budget Amendment Request memorandum.

Financial Impact: 43,565

(see attached detail on Exhibit A of the Ordinance)

Related Vision Item (if applicable): N/A

Other Information/Recommendation: Staff recommends approval.

Attachments: Ordinance including Exhibit A; Department request memos

Presentation: N/A

Publication: N/A

Reviewed by Service Area Director: Michael Dane, ACM/CFO

AN ORDINANCE OF THE CITY OF SAN ANGELO AMENDING THE BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2012, AND ENDING SEPTEMBER 30, 2013, FOR NEW PROJECTS.

WHEREAS the City of San Angelo has determined that new projects not included in the current budget should begin, and

WHEREAS the City of San Angelo has determined that certain budgeted amounts should be amended due to project changes and unforeseen circumstances, and

WHEREAS the resources necessary for these changes are available;

NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SAN ANGELO, TEXAS THAT:

The City’s budget for fiscal year 2012-2013 be amended by the amounts contained in Exhibit A.

INTRODUCED on the 18th day of December, 2012, and APPROVED and ADOPTED on this the 8th day of January, 2012.

CITY OF SAN ANGELO, TEXAS

__________________________________ Alvin New, Mayor

ATTEST: __________________________________ Alicia Ramirez, City Clerk

Approved as to Content and Form:

__________________________________ Michael Dane, ACM/CFO

City of San Angelo Proposed Budget Amendment Exhibit A

Fund Number Fund Name

Total Revenue

Amendment

Total Expenditure Amendment

Net Benefit/

(Cost)

305 Communications Fund 0 43,565 (43,565)

Sub-Total 0 43,565 (43,565)

City of San Angelo

Proposed Budget Amendment Additional Information

Project/Need Source of Funding Revenue Expense Net Benefit/

(Cost)

Website Redesign

Communications Fund Balance 0 43,565 (43,565)

Totals 0 43,565 (43,565)

City of San Angelo

Memo

Meeting Date: January 8, 2013

To: Planning Commission members

From: Jeff Hintz, Planner

Subject: Z 12-18: David Mazur & Z 12-19: COSA Planning, A request for approval of a zone change from General Commercial/Heavy Commercial (CG/CH) to Central Business District (CBD), to allow "household living" - AND - a request for approval of a zone change from General Commercial/Heavy Commercial (CG/CH) to Central Business District (CBD), to maintain a contiguous boundary for CBD zoning and in recognition of the historical type of development on the following properties:

Location: Evenly addressed properties on the east side of the 300 block of North Chadbourne between East 4th and East 3rd Streets, more specifically occupying the Kleck Subdivision, Block 2, Lots 11-12 & Lots 16 - 17 in downtown San Angelo.

Purpose: Approval of these requests will rezone the properties to Central

Business District (CBD).

Contacts: David Mazur, property owner 325-656-7553 Jeff Hintz, Planner 325-657-4210

Caption: First Public Hearing and consideration of introduction of an Ordinance amending Chapter 12, Exhibit “A” (Zoning Ordinance) of the Code of Ordinances, City of San Angelo

Z 12-18: David Mazur & Z 12-19 COSA Planning

AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: Evenly addressed properties on the east side of the 300 block of North Chadbourne between East 4th and East 3rd Streets, more specifically occupying the Kleck Subdivision, Block 2, Lots 11-12 & Lots 16 - 17 in

downtown San Angelo, changing the zoning classification from General Commercial/Heavy Commercial (CG/CH) to Central Business (CB) District; PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY

Summary: The City Council may:

(1) Approve the proposed zone change;

(2) Remand the application back to Planning Commission for further discussion, in which case another public hearing will need to be scheduled; or

(3) Deny the proposed zone change Recommendation: Planning staff recommends approving both of the proposed zone changes. On December 17, 2012 the Planning Commission recommended approving both zone changes by a vote of 5-0.

History and Background:

Mr. Mazur, the property owner at 314 & 316 North Chadbourne approached city staff in November of 2012 with the idea of turning the properties at 314 & 316 North Chadbourne into a mixed use development with a photography studio, retail opportunity, and loft living space. After some discussion regarding parking requirements and potentially requesting a variance Mr. Mazur inquired about a zone change to the Central Business District (CBD). Initially, this option did not appear to be the best one, because staff and the Planning Commission expanded the CBD in May of 2011 (following discussions by the Commission in February - April) to what was deemed the final extension of the zoning district. The CBD zoning district was proposed to embrace specific types of property - those which are historic in nature and developed in the manner in which most urban downtowns were constructed - buildings built in high density and intended for business being topped with residential use, footprints extended to the front building lines, and in a walkable fashion (since they predated design done around the automobile). Expanding this zoning district onto areas which are not developed in this manner essentially dilute the district and create inequity. However, staff realized that the initial proposal for expansion of the CBD to the north had included this block face - the City Council had great hesitation for rezoning here since the building which began this inquiry was at that time the home of "industrial service" uses not allowed in the CBD. The concern was that the legal nonconforming status afforded with that zone change would lapse. That issue is no longer relevant since the building is now being prepared for usage in a way consistent with CBD zoning. Staff has initiated a zone change on the properties south of Mr. Mazur's to avoid creating spot zoning situation that singles out one tract for treatment different than those around it. It is important to also note that the other properties on this block face are also historically

constructed and fit the type of property for which the CBD was intended. The CBD is unique in the fact that it needs to remain a continuous district and not be separated by other zoning designations. It should be mentioned that Planner Jeff Hintz spoke with ALL the property owners subject to this zone change request before the required notification process and that no objections were made; when the zone change process and what it means to the property owners was explained, property owners supported the zone change from Planning Staff on their behalf. Mr. Hintz also spoke with the Director of Downtown San Angelo (DSA), Brenda Gunter and obtained DSA's support for this particular request.

General Information

Existing Zoning: General Commercial/Heavy Commercial (CG/CH) Existing Land Use: Retail services & future retail establishments Surrounding Zoning/Land Use: North: ML Thrift store & outreach services West: CG/CH Industrial services & retail establishments South: CBD Retail establishments & services East: CG/CH Industrial activity & warehousing

Thoroughfares/Streets: North Chadbourne Street is defined as a "arterial

street," and is designed to connect collector streets to freeways and other arterials carrying large volumes of traffic at high speeds. Access is secondary and mobility is the primary function of these streets.

East 3rd & 4th Streets are defined as "local streets"

and are designed to carry light neighborhood traffic at lower speeds and generally connects to collector or arterial streets.

Zoning History: Approved in September of 2011, Z 11-14

expanded the Central Business District northward to East 3rd Street from College Avenue between Gillis & North Oakes Street.

Approved in August of 2012, Z 12-05 Historically

Overlaid East 4th Street between North Chadbourne & Oakes.

Approved in January of 2008, Z 07-22 Historically

Overlaid the properties at 310 & 312 North Chadbourne Street.

Approved in January of 2008, Z 07-23 Historically Overlaid the property at 316 North Chadbourne Street.

Applicable Regulations: On-premise alcohol sales will be allowed by right

in the CBD; Off-street parking requirements are also waived. In addition, no setbacks are required in the CBD zoning designation.

Development Standards: N/A

Vision Plan Map: Downtown Comp Plan Excerpts: The 2003 Comprehensive Plan calls for the

attraction of more stores, evening entertainment venues, and restaurants within the downtown area.

The 2009 Comprehensive Plan Update contains

the following quotations pertaining to downtown: "There is a place where “traffic” and “congestion” are

welcome, where there is a need for more traffic, where commuting times rise slightly, and that place is -- downtown. The success of a downtown depends on hustle and bustle. People are attracted to it and businesses thrive in it. Potential exists in the community for roads to be narrowed, sidewalks added, street trees incorporated, on-street parking configured and the experience created."

"Downtown is the strongest point of reference for

San Angelo. Including the riverfront, it is considered the “heart” of the community. As such, the City appropriately mandated that this strategic plan update include an emphasis on restoring and stabilizing Downtown. "

Goal one of the Downtown Section of the

Comprehensive Plan is to, "Increase the permanent downtown residential population of downtown San Angelo."

Action steps of goal one include the following: "Consider expanding the extent of CBD zoning

district to encompass more (if not all) of the downtown area designated on the Vision Plan map, in order to allow for greater variety of residential types in the area."

"Eliminate CG/CH zoning inappropriate and incompatible within downtown, encouraging many of the more intensive business-to-business uses allowed therein to relocate into commercial and industrial areas as designated on the Vision Plan map."

The visioning statement of the 2009 Comprehensive

Plan Update states that, ...."we will uphold a community commitment to the past, ensuring that downtown will always remain the heart and soul of San Angelo."

The downtown section of the 2009

Comprehensive Plan update states "Encourage, participate in, and streamline the process for renovating historic structures into unique residential opportunities."

Special Information

Traffic Concerns: Changing the zoning from one commercial designation to another designation is not expected to create any traffic changes for the area given that the lots have no off-street parking available at this time.

Parking Requirements: The Central Business District does not require any

off-street parking, it is ONLY an option to the owner, but not mandatory.

Parking Provided: It appears on street parking is the only option for

these properties at this time, given their historical nature when developing.

Density: The lots are nearly built out to the property lines in

almost every instance on this particular block. This area is one of the most densely developed in the entire downtown area.

Notification Required: Yes Notifications Sent: 18

Responses in Favor: 3 Responses in Opposition: 0

Analysis:

In order to approve this zone change request, the City Council members are first required to consider the following criteria: 1. Compatible with Plans and Policies. Whether the proposed amendment is compatible

with the Comprehensive Plan and any other land use policies adopted by the Planning Commission or City Council.

2. Consistent with Zoning Ordinance. Whether and the extent to which the proposed amendment would conflict with any portion of this Zoning Ordinance.

3. Compatible with Surrounding Area. Whether and the extent to which the proposed amendment is compatible with existing and proposed uses surrounding the subject land and is the appropriate zoning district for the land.

4. Changed Conditions. Whether and the extent to which there are changed conditions that require an amendment.

5. Effect on Natural Environment. Whether and the extent to which the proposed amendment would result in significant adverse impacts on the natural environment, including but not limited to water and air quality, noise, storm water management, wildlife, vegetation, wetlands and the practical functioning of the natural environment.

6. Community Need. Whether and the extent to which the proposed amendment addresses a demonstrated community need.

7. Development Patterns. Whether and the extent to which the proposed amendment would result in a logical and orderly pattern of urban development in the community.

The staff recommendation is based upon the statements listed below. Both zone change requests are compatible with the plans and policies of the City as well as consistent with the purposes of the zoning ordinance. Given the historical nature of this area, Central Business District zoning is highly appropriate. When the downtown area developed in the past, auto travel was not a main mode of transportation and buildings were often times built immediately to the front property line. This feature is unique to the downtown area and CBD. The Zoning Ordinance and Comprehensive Plan recognize this uniqueness and accommodate as well as encourage the expansion of business and residential opportunities within this zoning district. Given the continuation of the existing CBD and not creating an island, staff believes that these requests will be consistent with the plans and policies of the city. It should be noted that this area is home to several historically designated properties and the only remaining brick street in the city. Expanding the CBD will allow this area to continue to develop in harmony with the historical character of the area. This zone change will aid in the goals of the Comprehensive Plan seeking to add residential

opportunities downtown, as well as to slowly phase "Industrial Services" away from the downtown area. Historically "Industrial Service" activities were necessary in the downtown to be near other warehouses and businesses, this is no longer the case; the Comprehensive Plan recognizes this and through the elimination of CG/CH zoning (also a goal of the Comprehensive Plan) the area and downtown as a whole will benefit from the Zone Change. The Zoning Ordinance recognizes the incompatibility from the range of uses allowed within CG/CH and downtown; this incompatibility results in vacant buildings and disconnected land use patterns. Staff is confident these zone change proposals are consistent with the surrounding area. As previously mentioned, the historical nature and development of this area allow the area to act like the CBD already even though it is not zoned as such at this time. The full build-out of the properties and lack of off-street parking opportunities are highly visible in the CBD and also present on this block. Approval of this request is consistent with the Comprehensive Plan, as such an amendment to this Comprehensive Plan will not be necessary. Previous Planning Commission members, Council Members, Planning Staff, and more importantly the community members have envisioned this particular area for "Downtown" development. Given the goals of the Comprehensive Plan mentioned above, staff feels that this particular block will be highly successful in meeting those goals outlined within the "Downtown Section" of the Comprehensive Plan. These particular proposals are not expected to have any impact on the natural environment or development patterns of the area. This particular area has been built out for decades and three of the buildings and a street adjacent to this block are Historically Overlaid. Given the historical development patterns of the area and the desire to preserve those patterns in this particular area, staff is confident the development of the area will only be aided by this particular zoning change. In fact, by limiting the "Industrial Services" allowed in the future on this block to allowance with a Conditional Use only, staff believes the development in the future will be much more consistent with the "Downtown" vision anticipated in this area by the Comprehensive Plan. The preservation of natural environment will actually be served by allowing these buildings to be reused without having to meet parking standards. Under CBD zoning, off-street parking is not required; whenever a change of occupancy is required, parking standards are required to be met. Given the build out of this particular block face, this could be very problematic in developing the properties as differing uses moving forward. This could push businesses further outside the downtown city core and lead to future underutilized properties in the downtown area; pushing businesses outside the city core and a historical area is certainly not in line with the goals of the comprehensive plan nor does it serve a community need. The zone change to CBD was proposed before for this particular set of properties and actually recommended by staff. Due to some "Industrial Service" type uses in the area the expansion was not sought last year. Now that the properties have changed hands and the applicant is no longer wishing to pursue industrial uses downtown, this is the ideal time to pursue a zone change in the eyes of staff. This zone change will open up other opportunities for residential living downtown, as well as remove a defunct zoning district that is not appropriate for the downtown core. In addition, staff believes the

historical nature of the area is not preserved as the way it should be with intensive CG/CH zoning. The CBD is a much better suited district to further the development of this area as an historic gateway into downtown both now and for future generations. For all of these reasons, staff is recommending approval of both zone change requests to CBD. Proposed Conditions

N/A

Attachments: excerpt from zoning map, showing the general location within the City of San Angelo;

excerpt from the comprehensive plan vision map highlighting

the subject property; excerpt from zoning map, highlighting subject property; aerial photo, highlighting subject property; citizen responses; draft minutes from Planning Commission; and draft ordinance.

Presentation: AJ Fawver, Planning Manager Reviewed by: AJ Fawver, Planning Manager (12/08/12)

B. Z 12-18: David Mazur & Z 12-19: COSA Planning A request for approval of a zone change from General Commercial/Heavy

Commercial (CG/CH) to Central Business District (CBD), to allow "household living" - AND - a request for approval of a zone change from General Commercial/Heavy Commercial (CG/CH) to Central Business District (CBD), to maintain a contiguous boundary for CBD zoning and in recognition of the historical type of development on the following properties:

Evenly addressed properties on the east side of the 300 block of North Chadbourne between East 4th and East 3rd Streets, more specifically occupying the Kleck Subdivision, Block 2, Lots 11-12 & Lots 16 - 17 in downtown San Angelo.

Jeff Hintz, Planner, came forward to present these requests together, consistent with the staff recommendation of approval. Mr. Hintz reviewed the caption for the item. Eighteen notifications were sent, with three received in favor, and zero received in opposition. A map of the three properties who replied in favor of the request was shown. Mr. Hintz explained that Mr. Mazur had been through a DRC (Development Review Committee) meeting for a project at this location. At that time, a discussion of the CBD zoning had been addressed. Mr. Hintz reviewed the history of the CBD zoning district and reminded the Commission that the Council had decided not to apply CBD zoning to this block face as recommended by staff because of the presence of an industrial service taking place in this building. That industrial service is no longer in place, so it appears appropriate for staff to again make the assertion that this block face be included in the CBD. Mr. Hintz reviewed the options. Mr. Hintz stated that he did speak with the property owners to be affected, and that all owners had indicated their agreement with the proposal. Downtown San Angelo was also supportive of this request. Staff contacted all of these parties before initiating the request on the behalf of the Planning Division. This project fits into the "downtown" district proposed by the Comprehensive Plan for the city, and several excerpts were referred to in support of this matter. This is consistent with the patterns of the area. The buildings are historic in nature and are built in a matter for which the CBD zoning was initially tailored. There should be little to no additional impact on the area. Mr. Lawrence stated the Commission was appreciative of the staff contacting the other property owners prior to the filing of the application. Mr. Mazur came forward to speak in favor of this request, he complimented staff's handling of the matter and the assistance they had offered. No one else came forward to speak. Motion, to approve as presented, was made by Darlene Jones and seconded by Joe Grimes. The motion passed unanimously, 5-0.

AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: Evenly addressed properties on the east side of the 300 block of North Chadbourne between East 4th and East 3rd Streets, more specifically occupying the Kleck Subdivision, Block 2, Lots 11-12 & Lots 16 - 17 in downtown San Angelo, changing the zoning classification from General Commercial/Heavy Commercial (CG/CH) to Central Business

(CB) District; PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY RE: Z 12-18: David Mazur & Z 12-19 COSA Planning

WHEREAS, the Planning Commission for the City of San Angelo and the governing

body for the City of San Angelo, in compliance with the charter and the state law with reference to zoning regulations and a zoning map, have given requisite notice by publication and otherwise, and after holding hearings and affording a full and fair hearing to all property owners and persons interested, generally, and to persons situated in the affected area and in the vicinity thereof, is of the opinion that zoning changes should be made as set out herein; and

WHEREAS, the applicant David Mazur seeks to create a mixed use development in

harmony with the historical intent of the area and city Comprehensive Plan; WHEREAS, City Planning Staff in order to recognize the historical type

development on this block face, and preserve the contagious boundary unique to only the Central Business District, in conjunction with the Comprehensive Plan; NOW THEREFORE,

BE IT ORDAINED BY THE CITY OF SAN ANGELO:

SECTION 1: That the basic zoning ordinance for the City of San Angelo, as enacted

by the governing body for the City of San Angelo on January 4, 2000 and included within Chapter 12 of the Code of Ordinances for the City of San Angelo, be and the same is hereby amended insofar as the property hereinafter set forth, and said ordinance generally and the zoning map shall be amended insofar as the property hereinafter described: Evenly addressed properties on the east side of the 300 block of North Chadbourne between East 4th and East 3rd Streets, more specifically occupying the Kleck Subdivision, Block 2, Lots 11-12 & Lots 16 - 17 in downtown San Angelo shall henceforth be permanently zoned as follows: Central Business (CB) District.

The Director of Planning is hereby directed to correct zoning district maps in the office of the Director of Planning, to reflect the herein described changes in zoning.

SECTION 2: That in all other respects, the use of the hereinabove described property shall be subject to all applicable regulations contained in Chapter 12 of the Code of Ordinances for the City of San Angelo, as amended.

SECTION 3: That the following severability clause is adopted with this amendment:

SEVERABILITY: The terms and provisions of this Ordinance shall be deemed to be severable in that,

if any portion of this Ordinance shall be declared to be invalid, the same shall not affect the validity of the other provisions of this Ordinance.

SECTION 4: That the following penalty clause is adopted with this amendment:

PENALTY: Any person who violates any provisions of this article shall be guilty of a misdemeanor and, upon conviction, shall be subject to a fine as provided for in Section 1.106 of the Code of Ordinances for the City of San Angelo. Each day of such violation shall constitute a separate offense.

INTRODUCED on the 8th day of January, 2013 and finally PASSED, APPROVED AND ADOPTED on this the 22nd day of January, 2013.

THE CITY OF SAN ANGELO

____________________________________

Alvin New, Mayor

ATTEST:

________________________________ Alicia Ramirez, City Clerk

Approved As To Content: Approved As To Form: _________________________ ________________________ AJ Fawver, Planning Manager Lysia H. Bowling, City Attorney

City of San

Angelo

Memo


To: City Council Members

From: Roxanne Johnston, Planner

Subject: Z12-17: CSA Materials. A request for approval of a zone change from Ranch & Estate (R&E) to Heavy Manufacturing (MH) to specifically allow for “Manufacturing & Production” as defined in Section 316.B, of the Zoning Ordinance on the following property:

Location: 3560 and 3578 Smith Boulevard, and 3744 and 3844 Porter

Henderson Drive, collectively occupying a 92.768 acre tract near Smith Boulevard and Porter Henderson Drive, more specifically occupying the Paul Gregory Addition, Section 3, Tract H, the Paul Gregory Addition Section 2, Tracts E and F, and previously-vacated portions of Smith Boulevard and M.H. Morgan Trail in northeast San Angelo.

Purpose: Approval of this request would zone the property Heavy

Manufacturing (MH).

Contacts: Chris Cornell, co-owner of CSA Materials, Inc. 325-655-4511 Roxanne Johnston, Planner 325-657-4210 First Public Hearing and consideration of introduction of an Ordinance amending Chapter 12, Exhibit “A” (Zoning Ordinance) of the Code of Ordinances, City of San Angelo

Z 12-17: CSA Materials

AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE

CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH

SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: 3560 and 3578 Smith Boulevard, and 3744 and 3844 Porter Henderson Drive, collectively occupying a 92.768 acre tract near Smith Boulevard and Porter Henderson Drive, more specifically occupying the Paul Gregory Addition, Section 3, Tract H, the Paul Gregory Addition Section 2, Tracts E and F, and previously-vacated portions of Smith Boulevard and M.H. Morgan Trail, changing the zoning classification from Ranch and Estate (R&E) to Heavy Manufacturing (MH) District; PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY


(1) Approve this zone change;

(2) Remand the application to the Planning Commission, for consideration of some alternative zoning classification believed to be more appropriate, in which case another public hearing will need to be scheduled; or

(3) Deny the proposed zone change.

Recommendation: City staff recommends approving the proposed zone change.

On December 17, 2012, the Planning Commission recommended approval of this request by a unanimous vote of 5-0.


This area was annexed into the city in December of 2011 and, by default, was zoned as Ranch & Estate, which is the "holding zone" of all newly annexed property into the city limits. Section 303.A of the Zoning Ordinance defines the intent of R&E zoning as well as defining it as a holding district for newly annexed areas. This request for a zone change is the first for the subject property since the newly annexed area was incorporated into the city limits.

General Information

Existing Zoning: Ranch & Estate (R&E) Existing Land Use: Vacant property, aggregate mining and cell

phone tower. Surrounding Zoning/Land Use:

North: R&E (Ranch &

Estate) Undeveloped property, agricultural

West: R&E (Ranch & Estate)

Residential and Undeveloped properties

South: ML (Light Manufacturing), MH (Heavy Manufacturing), and CG (General Commercial

Undeveloped properties, low density commercial uses

East: R&E (Ranch & Estate)

High intensity industrial, undeveloped property, low density commercial uses

Thoroughfares/Streets: Smith Boulevard is classified as a "local

street" and is designed to carry light traffic at lower speeds and generally connects to collector streets.

Porter Henderson Drive, which the subject

property has access to, is classified as a "local street" and is designed to carry light traffic at lower speeds and generally connects to collector streets.

Tractor Trail, which the subject property

has access to, is classified as a "local street" and is designed to carry light traffic at lower speeds and generally connects to collector streets.

Zoning History: The Planning Commission, in its

November 7, 2012 meeting, approved a recent zone change from R&E to MH on a property abutting the southern part of the subject property (case Z12-12).

Applicable Regulations: Section 509 of the Zoning Ordinance

addresses fencing as a screening mechanism. Any time a commercial use

abuts a residential district or use, an opaque privacy fence is required; however, commercial properties bordering R&E zoning are exempted from this requirement in that Section.

316.B.1 of the Zoning Ordinance states,

..."If the uses routinely subject the surrounding area to noxious or malodorous impacts, they are considered heavy manufacturing and production.."

Development Standards: All required off-street parking and

the connection(s) to a public right-of-way are required to be paved.

Vision Plan Industrial Related Comp Plan Excerpts: Industrial section Goal One of the

Comprehensive Plan is to "Organize LULUs (Locally Undesirable Land Uses) into clusters." The purpose of this goal is to: "Cluster potentially hazardous industries into a limited number (given the size of San Angelo) of larger, isolated areas will minimize negative effects on residential areas, while balancing access to these businesses within the region, rather than putting all of them into one location."

“Require a buffer separating

commercial, industrial, or agricultural zoned lands from neighborhoods.”

“Establish transition areas

between commercial areas and nearby neighborhoods.”

Special Information

Traffic Concerns: Changing the zoning from a residential type to an industrial type zoning has the potential to generate additional traffic than if the property remained as-is. However, given the limited number of visitors to industrially-zoned properties, and ease of

access to the highway for transport, staff is not overly concerned with the development of this property as industrial. A zone change to a commercial district could introduce larger amounts of traffic to the area when compared to manufacturing uses.

Parking Requirements: Vary depending upon the use of the

property. See Section 511. Parking Provided: No parking spots are currently provided on

the property, though it is a combination of sizable tracts.

Density: Predominantly large tracts of undeveloped

land in the surrounding areas. The Vision Plan also calls for a continuation of the future development of this area as Industrial, creating an industrial hub.

Notification Required: Yes Notifications Sent: 13

Responses in Favor: 0 Responses in Opposition: 0

Analysis:

In order to approve this zone change request, the City Council members are first required to consider the following criteria: 1. Compatible with Plans and Policies. Whether the proposed amendment is

compatible with the Comprehensive Plan and any other land use policies adopted by the Planning Commission or City Council.

2. Consistent with Zoning Ordinance. Whether and the extent to which the proposed amendment would conflict with any portion of this Zoning Ordinance.

3. Compatible with Surrounding Area. Whether and the extent to which the proposed amendment is compatible with existing and proposed uses surrounding the subject land and is the appropriate zoning district for the land.

4. Changed Conditions. Whether and the extent to which there are changed conditions that require an amendment.

5. Effect on Natural Environment. Whether and the extent to which the proposed amendment would result in significant adverse impacts on the natural environment, including but not limited to water and air quality, noise, storm water management, wildlife, vegetation, wetlands and the practical functioning of the natural environment.

6. Community Need. Whether and the extent to which the proposed amendment addresses a demonstrated community need.

7. Development Patterns. Whether and the extent to which the proposed amendment would result in a logical and orderly pattern of urban development in the community.

The staff recommendation is based upon the statements listed below.

Generally speaking, Heavy Manufacturing (MH) uses are the most intense and noxious of all potential uses of property within the city limits. The placement of any industrial area needs to be exercised with caution. An MH zoning classification needs to be weighed and considered with the utmost concern by the Commission and staff. In looking at this request, staff weighed the surrounding area and development patterns very carefully when formulating this recommendation. Before it was annexed into the city limits in December 2011, this area developed in an intense manner and residential development is very limited to the area in general. Also, when undergoing the annexation process, the intent was articulated of this area emerging as an "industrial hub" for the city, with close proximity to rail and two highway corridors. Five residences do exist along Old Ballinger Highway, west of the property, with the closest being about 90 feet from the subject property. To the south, the nearest residences to this property are over half of a mile away. While the property is currently zoned R&E and with the request to go from the least intensive zoning to the highest intensity zoning that is available to MH, it is compatible with current area development patterns and future development projections when looking at the Vision Plan. Staff is also undergoing an analysis of the area, as should be done when annexation occurs, in order to update the Vision Map and the Thoroughfare Plan for the new area. This request for MH zoning is consistent with the Zoning Ordinance and compatible with the surrounding area. While the area is underdeveloped at this time, future development is likely to host higher intensity uses that can make use of the nearby highway and rail. In the manufacturing and production field, materials and freight need quick access to highways for transport to other locations. Due to isolation of this property and the area in general, staff is confident that there will be a suitable buffer from current residential usage which may remain for some time. The residential R&E properties to the east are projected in the Vision Plan to have a more commercial nature in the future as a Neighborhood Center, and there will be little negative effects on these surrounding properties.

This somewhat isolated area is an ideal fit for the most noxious of uses in the eyes of staff; partial isolation from residences and from sight of travelers on the highway is a preferred spot for MH zoning. The land uses allowed in the MH zoning category will include storing aggregate materials and other items outdoors as well as constructing a plant. Isolation from residences and from visitors to the community is key in placing these zoning districts. While the proximity of existing residences is a less than ideal situation, it is important to remember that these conflicting types of development occurred prior to annexation and the application of zoning regulations. As such, it is in all actuality an "inherited" issue. Ideally, MH zoning is located in an area with no residential activity nearby. Few people will ever see the outdoor storage that is possible in this zoning district, and those who are subjected to it are not residences but rather industrial users of property themselves. The Comprehensive Plan seeks to buffer residences from the tendency of industry to have outdoor storage of materials and goods. Being that this request is consistent with the goals and purposes of the Comprehensive Plan, there is no need for a vision amendment on this property for the request to be approved. The intense uses allowed within this zoning designation do have the possibility to have an effect on the natural environment. However, by following the goals of the Comprehensive Plan and clustering these high intense uses into a few isolated areas really diminishes the effect the natural environment will see. A zoning of this intensity would not normally be appropriate near areas identified as "neighborhood", but in an isolated area that has developed with intense industrial uses, staffs feels the proposed zoning is appropriate. Potential noxious sounds and odors will likely go unnoticed by a vast majority of people who visit and live within San Angelo. The city landfill, concrete plants, and warehouses are some predominant land uses in this area; loud noises and odd smells on occasion are not likely to bother the properties that have developed in nearby as many of them are currently already engaged in activities that are similar in nature to manufacturing and production. With regard to community need, MH zoning in this area makes sense. Providing hubs allowing for industrial uses augments the industrial base which has been established in recent years. This industrial base is a necessity for the health of the community.

Staff is confident that this area is an isolated area that is appropriate for a cluster of intense uses and zoning designations. The lack of residential development, isolation from neighborhoods and sight by travelers makes this an area to focus the most intense uses and businesses that wish to locate within the city limits. Quick access to the highway and lack of residential and commercial traffic here makes this one of the safest locations within the city limits to cluster what is

known in planning as LULUs or "Locally Unwanted Land Uses." Additionally, the current lack of residential development and the lack of envisioned residential development in the future make this area ripe for potential as a highly successful industrial area for the city.

Attachments: Excerpt from zoning map, showing the general location within the City of San Angelo;

Excerpt from zoning map, highlighting subject

property; and Aerial photo, highlighting subject property; and Excerpt from the Comprehensive Plan Vision map

highlighting the subject property. Planning Commission Minutes; and Draft Ordinance.

Presentation: Roxanne Johnston, Planner Reviewed by: AJ Fawver AICP, Planning Manager (12/27/12)

MINUTE RECORD OF THE CITY OF SAN ANGELO PLANNING COMMISSION

MEETING HELD ON MONDAY, October 15, 2012 AT 9:00 AM IN THE SOUTH MEETING

ROOM OF THE SAN ANGELO CONVENTION CENTER, 500 RIO CONCHO DRIVE, SAN

ANGELO, TEXAS

PRESENT: Joe Grimes, Bill Lawrence, Sam Tambunga, Darlene Jones, Bill Wynne

ABSENT: Sebastian Guerrero (AE), Jennifer Boggs (AU)

STAFF: AJ Fawver, Planning Manager Jeff Hintz, Planner Kevin Boyd, Planner

VI. Requests for Zone Change. [Planning Commission makes recommendation; City Council has final authority for approval.]

A. Z 12-17: CSA Materials A request for approval of a zone change from Ranch & Estate (R&E) to

Heavy Manufacturing (MH) to specifically allow for “Manufacturing & Production” as defined in Section 316.B, of the Zoning Ordinance on the following property:

3560 and 3578 Smith Boulevard, and 3744 and 3844 Porter Henderson

Drive, collectively occupying a 92.768 acre tract near Smith Boulevard and Porter Henderson Drive, more specifically occupying the Paul Gregory Addition, Section 3, Tract H, the Paul Gregory Addition Section 2, Tracts E and F, and previously-vacated portions of Smith Boulevard and M.H. Morgan Trail in northeast San Angelo.

Jeff Hintz, Planner, came forward to present this request, consistent with the staff recommendation of approval. There were thirteen notifications sent out, with no notifications returned either in favor or in opposition of the request. Mr. Hintz reminded the Commission that an adjacent property had been zoned MH in recent months. The property encompasses a large amount of acreage within an area just annexed by the city in late 2011. While the current operation is legally nonconforming because it predates the annexation, expansion of this operation in the future would not be allowed in the current zoning. The Zoning Ordinance requires that newly-annexed property be zoned R&E until a more appropriate zoning can be analyzed. Some photos of the property and the surrounding area were shown. There was some discussion of the options, and staff reminded the Commission that they are currently looking into the area for

amendments to relevant plans. Mr. Hintz reviewed the criteria for application. Mr. Hintz emphasized that the request is consistent with the Vision Plan for the area. Mr. Hintz discussed the highway access in the area, though it is set back from the highway corridors enough as to not be easily visible. Staff recognizes that there are some residences in this area, but the plans for this segment of the community have long been consistent, and many of these uses already occur - manufacturing activity is not being introduced here, it is already in place. The neighboring properties are predominantly vacant or industrial in nature. Chris Cornell, with CSA Materials, came forward to speak in favor of this request. He stated staff had been fabulous and that they feel as well that this is also in line with the area. The area is currently used for hot mix plant production, and outdoor storage and staging. There is occasionally some aggregate mining that takes place. No one else came forward to speak. Bill Lawrence asked if a quarry would be allowed in this zoning district, and Mr. Hintz replied that a conditional use would be required. Motion, to approve as presented, was made by Sam Tambunga and seconded by Chris Cornell. The motion passed unanimously, 5-0.

AN ORDINANCE AMENDING CHAPTER 12, EXHIBIT “A” OF THE CODE OF ORDINANCES, CITY OF SAN ANGELO, TEXAS, WHICH SAID EXHIBIT “A” OF CHAPTER 12 ADOPTS ZONING REGULATIONS, USE DISTRICTS AND A ZONING MAP, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, BY CHANGING THE ZONING AND CLASSIFICATION OF THE FOLLOWING PROPERTY, TO WIT: 3560 and 3578 Smith Boulevard, and 3744 and 3844 Porter Henderson Drive, collectively occupying a 92.768 acre tract near Smith Boulevard and Porter Henderson Drive, more specifically occupying the Paul Gregory Addition, Section 3, Tract H, the Paul Gregory Addition Section 2, Tracts E and F, and previously-vacated portions of Smith Boulevard and M.H. Morgan Trail, changing the zoning classification from Ranch and Estate (R&E)

to Heavy Manufacturing (MH) District; PROVIDING FOR SEVERABILITY AND PROVIDING A PENALTY

RE: Z 12-17: CSA Materials, Inc.

WHEREAS, the Planning Commission for the City of San Angelo and the governing

body for the City of San Angelo, in compliance with the charter and the state law with reference to zoning regulations and a zoning map, have given requisite notice by publication and otherwise, and after holding hearings and affording a full and fair hearing to all property owners and persons interested, generally, and to persons situated in the affected area and in the vicinity thereof, is of the opinion that zoning changes should be made as set out herein; NOW THEREFORE,

BE IT ORDAINED BY THE CITY OF SAN ANGELO:

SECTION 1: That the basic zoning ordinance for the City of San Angelo, as enacted

by the governing body for the City of San Angelo on January 4, 2000 and included within Chapter 12 of the Code of Ordinances for the City of San Angelo, be and the same is hereby amended insofar as the property hereinafter set forth, and said ordinance generally and the zoning map shall be amended insofar as the property hereinafter described: 3560 and 3578 Smith Boulevard, and 3744 and 3844 Porter Henderson Drive, collectively occupying a 92.768 acre tract near Smith Boulevard and Porter Henderson Drive, more specifically occupying the Paul Gregory Addition, Section 3, Tract H, the Paul Gregory Addition Section 2, Tracts E and F, and previously-vacated portions of Smith Boulevard and

M.H. Morgan Trail shall henceforth be permanently zoned as follows: Heavy Manufacturing (MH) District.

The Director of Planning is hereby directed to correct zoning district maps in the office of the Director of Planning, to reflect the herein described changes in zoning.

SECTION 2: That in all other respects, the use of the hereinabove described

property shall be subject to all applicable regulations contained in Chapter 12 of the Code of Ordinances for the City of San Angelo, as amended.

SECTION 3: That the following severability clause is adopted with this amendment:

SEVERABILITY: The terms and provisions of this Ordinance shall be deemed to be severable in that,

if any portion of this Ordinance shall be declared to be invalid, the same shall not affect the validity of the other provisions of this Ordinance.

SECTION 4: That the following penalty clause is adopted with this amendment:

PENALTY: Any person who violates any provisions of this article shall be guilty of a misdemeanor and, upon conviction, shall be subject to a fine as provided for in Section 1.106 of the Code of Ordinances for the City of San Angelo. Each day of such violation shall constitute a separate offense.

INTRODUCED on the 8th day of January, 2013 and finally PASSED, APPROVED AND ADOPTED on this the 22nd day of January, 2013.

THE CITY OF SAN ANGELO

____________________________________

Alvin New, Mayor

ATTEST:

________________________________ Alicia Ramirez, City Clerk Approved As To Content: Approved As To Form: _________________________ ________________________ AJ Fawver, Planning Manager Lysia H. Bowling, City Attorney

City of San

Angelo

Memo


To: City Council members

From: Roxanne Johnston, Planner

Subject: CU12-14: JP-RH, LLC., an appeal of the denial of the original request for a Conditional Use to specifically allow for “Household Living” as defined in Section 313.B of the Zoning Ordinance on the following property:

Location: An unaddressed tract of land on the northwest corner of

Knickerbocker Road and Valleyview Boulevard. This Conditional Use will occupy the Southland Hills Addition, Section Four, Block 51, on proposed lots 3 through 10 in south central San Angelo.

Purpose: Approval of this Conditional Use request would allow

“Household Living” within a property currently zoned General Commercial (CG).

Contacts: JP-RH, LLC. (806) 577-3869

Roxanne Johnston, Planner (325) 657-4210

Caption: AN APPEAL OF PLANNING COMMISSION'S DECISION TO DENY CASE NUMBER CU12-14, REQUESTING APPROVAL OF A CONDITIONAL USE TO ALLOW FOR “HOUSEHOLD LIVING” FOR AN AREA CURRENTLY ZONED GENERAL COMMERCIAL (CG), SPECIFICALLY AT AN UNADDRESSED TRACT OF LAND ON THE NORTHWEST CORNER OF KNICKERBOCKER ROAD AND VALLEYVIEW BOULEVARD, MORE SPECIFICALLY OCCUPYING THE SOUTH HILLS ADDITION, BLOCK 51, LOTS 3 THROUGH 10 IN SOUTH CENTRAL SAN ANGELO.


(1) Overturn the Planning Commission's decision, and approve this Conditional Use request, consistent with the staff recommendation, which would allow for the “household Living” in a CG Zoning District; or

(2) Uphold the Planning Commission's decision, and deny this

Conditional Use request and not allow “Household Living” in a CG Zoning District.

Recommendation: City staff recommends approving the proposed Conditional Use on the subject property. On November 19, 2012, the Planning Commission denied this request by a unanimous vote of 6-0.


General Information

Existing Zoning: General Commercial (CG) Existing Land Use: Vacant property Surrounding Zoning/Land Use:

T

horouT

Thoroughfares/Streets: Valleyview Boulevard is defined as a

“major collector” and is designed to carry traffic at moderate speeds to connect arterials to local streets.

Oak Hills Trail is defined as a “local

street,” which carries light neighborhood traffic at lower speeds and generally connects to collector streets.

North: RS-1 Single family homes and a cul-de-sac, Oak Hills Trail.

West: RS-1 Single family homes and alley South: CG ,RS1

and RM-1

Bank, gas station, and group living facility

East: CG and RM-1

Vacant land, Knickerbocker Road and a multifamily complex

Zoning History: This property was located outside the

city limits in 1959. It was annexed in 1975.

By 1984, the property had been zoned Commercial and Special Permit SP1080 was granted by the Planning Commission to allow for a restaurant, but ground was never broken for this project.

Applicable Regulations: Section 208. Conditional Use Review

"G.1. All conditional use approvals issued shall be subject to the requirement that the property for which the approval was issued must actually acquire a building permit for the approved use within 12 months from the granting of the conditional use approval." Section 313. Household Living "B. Characteristics. Household Living is characterized by the residential occupancy of a dwelling unit by a household. Tenancy is arranged on a month-on-month or longer basis. Uses where tenancy be arranged for a shorter period are not considered residential. They are considered to be a form of transient lodging."

Section 313. Exceptions "B.4. Lodging in a dwelling unit rented on less than a monthly basis, or where less than two-thirds of the units are rented on a monthly basis is considered a hotel or motel use and is classified in the Retail Sales and Service Category."

Development Standards: Residential and non-residential uses must adhere to the required setbacks outlined in Section 501 and 502 of the Ordinance.

All required off-street parking and the

connection(s) to a public right-of-way are required to be paved.

Vision Plan Map: Neighborhood and, partially,

Commercial

Related Comp Plan Excerpts: "Commercial properties tend to be

organized in a single use, isolated pattern of development. This form generates little synergy between business and land uses and often results in incompatibility." "Require a buffer separating commercial, industrial, or agricultural zoned lands from neighborhoods."

"Promote better transition between

nearby commercial and residential use of land and buildings."

"Establish transition areas between

commercial areas and nearby neighborhoods."

Special Information

Traffic Concerns: Bringing a new use to the area will

certainly create some additional traffic. Valleyview Boulevard is designed to accommodate traffic generated by the site. Additionally, Oak Hills Trail will become an access point for the proposed unnamed street.

Parking Requirements: New residential units require a

minimum of two off-street parking

spaces. All areas used for off-street parking be paved, per Section 511.

Parking Provided: Vacant Density: Surrounding residential uses are

dense, with light commercial uses such as a bank, a real estate office and a group living facility on the outskirts of the subject property.

Notification Required: Yes Notifications Sent: 31 Responses in Favor: 5 Responses in Opposition: 0

Analysis:

In order to approve this request, the City Council members are first required to consider the following criteria:

1. Compatible with Plans and Policies. Whether the proposed

amendment is compatible with the Comprehensive Plan and any other land use policies adopted by the Planning Commission or City Council.

2. Consistent with Zoning Ordinance. Whether and the extent to

which the proposed amendment would conflict with any portion of the Zoning Ordinance.

3. Compatible with Surrounding Area. Whether and the extent to

which the proposed amendment is compatible with existing and proposed uses surrounding the subject land and is the appropriate zoning district for the land.

4. Changed Conditions. Whether or the extent to which there are

changed conditions that require an amendment. 5. Effect on Natural Environment. Whether and to the extent of

which the proposed amendment would result in significant adverse impacts on the natural environment, including but not limited to water and air quality, noise, storm water management, wildlife, vegetation, wetlands and the practical functioning of the natural environment.

6. Community Need. Whether and the extent to which the proposed

amendment addresses a demonstrated community need. 7. Development Patterns. Whether and the extent to which the

proposed amendment would result in a logical and orderly pattern of urban development in the community.

The Planning Staff recommendation is based upon the statements listed below: Earlier in its November 19, 2012 meeting, the Planning Commission approved the second subdivision replat for Southland Hills Addition, on Tract B being 6.3640 Acres, Section 4. This is the same subdivision pertaining to this CU request. Later in this same meeting, the Planning Commission heard Planning staff recommend that a CU to allow for “Household Living” be granted to JP-RH, LLC, who had initiated a request for a section of land that is a portion of an undeveloped parcel. The entirety of this parcel is currently zoned CG. Lots 3-10 are oriented on the west side of the property and a proposed street is to be placed down the center of the property, running north to south, which would provide a main access to lots 3-10. While Planning Staff received only favorable letters from neighboring property owners to the subject property, several neighbors attended the November 19, 2012 meeting and spoke against the request. After arguments for and against the CU were heard, the Planning Commission denied the request with a 6-0 vote. Nevertheless, Planning staff continues to feel that “Household Living” on this site is consistent with development patterns and conforms to the Zoning Ordinance. Traditional residential units are not allowed by right in commercial districts, especially of this intensity, because of the undesirable effects such commercial uses can have on a neighborhood. Typically, such housing forms and types look out of place and detract from having a cohesive commercial node. However, with new development brings opportunity for a gentler transition between zones. The Zoning Ordinance recognizes that some CG zoning districts may very well be appropriate places for household living, and as such, makes that option available. The Comprehensive Plan calls for residential areas to be typified by a mix of housing stock and close proximity to commercial usage. The proposal also provides continuity with the Plan by having different uses separated by a right-of-way. The proposal also aligns with the Zoning Ordinance principles that require screening for CG zoning, recognizing that it may at times abut residential neighborhoods. As such, the proposal appears to meet both of the first two criteria. In looking at the compatibility with the surrounding area, it is important to understand that adding an additional "row" of residential usage actually better protects the neighborhood, by providing the buffer of a new street - rather than

simply having an alley separation which could bring commercial traffic through the center of the block. Knickerbocker Road has continued to emerge as an important commercial thoroughfare for the city, handling large amounts of traffic and connecting remote parts of the city. The implementation of a CU allowing household living, in this case, does not eliminate the ability for future commercial usage; rather, it augments it with the ability to place residential usage to further support such enterprises. This, paired with the ongoing requirement that residential uses be screened from nonresidential uses, illustrates that compatibility - in this area - remains intact. The effect on the natural environment at this location will primarily be experienced by way of increased traffic and noise. However, it is important to remember that the tract is located at a major intersection more than capable of handling a large increase in traffic. Again, the screening requirements will help to mitigate noise and visual impacts. The lot is devoid of wildlife, vegetation, or other potential concerns. Storm water impact will actually be less with the addition of home sites than it would be with a large sea of parking in place. The Comprehensive Plan identifies better transitions between different zoning types - particularly in the way of neighborhoods - as a community need. The planning of a complete residential-commercial development is also a more beneficial way to develop. As such, this proposal appears to address, to some degree, a community need. Furthermore, the logic in layout as expressed above also supports an orderly development pattern that follows the Vision Plan map for the city.

Attachments: Excerpt from zoning map, showing the general location within the City of San Angelo;

Excerpt from zoning map, highlighting subject

property; Aerial photo, highlighting subject property; Excerpt from Comprehensive Plan Vision Map,

highlighting the subject property; ` Replat image;

Draft minutes from November 19, 2012 Planning

Commission meeting; and

Citizen response letters.

Presentation: Roxanne Johnston, Planner Reviewed by: AJ Fawver, AICP, Planning Manager (12/27/12)

MINUTE RECORD OF THE CITY OF SAN ANGELO PLANNING COMMISSION MEETING HELD ON MONDAY, November 19, 2012 AT 9:00 AM IN THE SOUTH MEETING ROOM OF THE SAN ANGELO CONVENTION CENTER, 500 RIO CONCHO DRIVE, SAN ANGELO, TEXAS PRESENT: Joe Grimes, Bill Lawrence, Jennifer Boggs, Sebastian Guerrero, Sam

Tambunga, Bill Wynne ABSENT: Darlene Jones (AU) STAFF: AJ Fawver, Planning Manager Jeff Hintz, Planner Kevin Boyd, Planner Roxanne Johnston, Planner

B. CU 12-14: JP-RH, LLC

A request for a Conditional Use to specifically allow for “Household Living” as defined in Section 313.B of the Zoning Ordinance in a property zoned General Commercial (CG) on the following property: An unaddressed tract of land on the northwest corner of Knickerbocker Road and Valleyview Boulevard. This Conditional Use will occupy the Southland Hills Addition, Section Four, Block 51, on proposed lots 3 through 10 in south central San Angelo.

Roxanne Johnston, Planner, came forward to present this case, consistent with the staff recommendation of approval. 31 notifications were sent out, with 5 returned in favor and 0 returned in opposition. Ms. Johnston reviewed the notifications and passed them around to the Commission members for review. Ms. Johnston discussed the surrounding area and the uses that are in place in and around it. The Vision Plan map calls for "commercial" usage on this property and the immediate area surrounding it. Ms. Johnston also showed the excerpt from the subdivision plat, approved earlier in the meeting, for this same property. Some photos of the area were shown. There is some senior living, some commercial usage, some multi-family residential, and some typical residential homes. Ms. Johnston reviewed the criteria of the application that are required to be taken into consideration. Ms. Johnston explained that this request would augment the CG zoning by adding the allowance for household living in addition to what is already allowed in the CG zoning. She reviewed the required setbacks and related requirements under this type of zoning. The request is consistent with the Comprehensive Plan. She explained that this is a prime opportunity to think of and plan in appropriate transitions, as this is exactly what the proponent is asking to do. Traffic will likely be increased, but not to the degree that the related infrastructure cannot handle. The surrounding residential uses are more dense than other parts of the city, due to the mixture of single-family with townhomes and patio homes. The request is in accordance with the Comprehensive Plan in that it separates uses by providing a right-of-way to separate the different types of uses. Screening will also be required.

Ms. Johnston also explained the benefit of having a street extension to accommodate the local traffic generated instead of relying solely upon an alley to do that. Herb Hooker, SKG Engineering, came forward to speak in favor of the request and offered to answer questions. There was some additional discussion of what the subject of the request was. Ms. Fawver illustrated that the plat, approved at the beginning of the meeting, had created lots that were not in existence before today's meeting. Conceivably, the Commission could limit the Conditional Use to the lots along the western side of the proposed new street, rather than the entire property, since the proponent is only wanting to place some residences along the western side of the street and not along the eastern side of the street. Greg Keeling, a resident that lives to the west of this property, across the alley, came forward to speak in opposition of this request. He is concerned about the possibility of rental units at this location, adjacent to his and others' property. He talked about his own experiences as a renter and the concerns he has about the effect on his property's condition, value, and consequences of the potential for rental properties at this location. He stated that this would likely not benefit the "quiet use and enjoyment" of his property. No one else came forward to speak in favor of the request. The Chairman asked Mr. Keeling to clarify if he is asking the Commission to specify that renters cannot located there. Jennifer Boggs asked if Mr. Keeling had spoken to the owner of the property about his plans. She talked about the variety of types of renters, including the elderly and young single people. He reiterated that he would like to see people with mortgages moving to that location. Ms. Boggs talked about the issue of renters and landlords in San Angelo. Verna Liggett came forward to speak in opposition to this request, concerned about the negative impacts (noise, trash, etc,) that has come into this area since multi-family usage has emerged; this could continue at this location. She would prefer not to see renters locating nearby this property. In the beginning it may not look good, but over time, it will deteriorate and become an issue, potentially, infringing on the comfort of those homeowners. Frieda Ingram, who lives on Blue Ridge Trail, came forward to voice her opposition to the request as well, for the reasons previously listed. E.J. Roberts, who lives on Blue Ridge Trail, also came forward to voice his opposition, stating that his experience is that rental property goes downhilll over time, and that rental properties turn into slums over time. What is the purpose of this Commission if not to tell people what to do with their property? Louis Blanek, came forward to speak in favor of the request, and stated that the plan was to build 1750 sq ft duplexes along this side of the street. There are lots of homes out there that are junky, and so they are trying to provide a market that is

different from others around the city. Mr. Blanek mentioned that density built along that street is what makes building the street affordable. The original idea was for patio homes that are interconnected. The owner wants nice yards that are well-landscaped and maintained. The maintenance will be done by the property owner and will applicants will be screened by the property owner. Jennifer Boggs pointed out that college students and the like will probably not be able to afford something so substantial - that there are renters of means. Greg Keeling came back to the podium and explained that generally the higher rents are still possible for college students and the like because multiple occupants will move into together and will split the rent. However, everything starts with good intentions. Brad Morris, came forward to speak in favor and to clarify what is intended for this property. He explained that they are trying to put in homes that would be ideal for this neighborhood and would provide a type of rental facility that would be successful and versatile. Jennifer Boggs mentioned that there are properties like these that are rentals in Bentwood CC Estates, for example - areas that are higher-end neighborhoods. A diversification of rental housing is needed in San Angelo to provide better choice. Rentals shouldn't be relegated to blighted areas, but should have the same opportunity as buyers to find something nice. If this person is a responsible business owner, this shouldn't be the case. There was some discussion of how a commercial business coming in and locating immediately adjacent to their houses would be preferable for those who were in opposition. Bill Wynne stated that he is a landlord and that his property stays in good condition and are being updated even now, after they have been owned over 40 years. There is a need for high-rent properties that can enhance the neighborhood. Joe Grimes stated that he knows that, if you assume that your neighbors are sub-standard and trouble, then you will likely get that because you are looking for it. He acknowledged the cohesiveness of the group in opposition to this request, and encouraged them that, no matter what happens, they should treat their neighbors with respect. Motion, to approve as presented, was made by Bill Wynne. The motion failed for lack of a second. There was some discussion of the basic components of the request and what the possibilities are. Ms. Fawver explained the allowance in 208.E.3 and that it allows conditions that are "necessary to prevent or minimize adverse effects on other property in the neighborhood, including, but not limited to: limitations on size, bulk and location, provision of adequate ingress and egress, duration of conditional use approval, and hours of operation for the specific allowed activity."

Motion, to deny the request, was made by Joe Grimes and seconded by Jennifer Boggs. The motion passed unanimously, 6-0.

City of San Angelo

Memo Meeting Date: January 8, 2013

To: Mayor and Council members

From: AJ Fawver, AICP Planning Manager

Subject: consider petition for possible annexation (to San Angelo’s City limits) of certain properties situated southwest of San Angelo

Location: First of two required public comment periods for an area

encompassing an 8.995 acre tract extending northwest from Mills Pass Drive, and located east of the Community of Faith subdivision and southwest of the Sam's Club Addition in the southwest part of the city, as shown in attached exhibit

Contacts: AJ Fawver, AICP Planning Manager 657-4210

Caption: Public comments for and against annexation of certain properties situated immediately west/southwest of San Angelo and encompassing a vacant 8.995 acre tract extending northwest from Mills Pass Drive, and located east of the Community of Faith subdivision and southwest of the Sam's Club Addition

Summary: City staff was presented with a petition for annexation of the property described above and specifically shown in the attached exhibits. A copy of the petition is also included within the exhibits. The property in question is entirely vacant and situated adjacent to a growing residential subdivision, known as the Prestonwood Addition, located south/southeast of Sam's Club and west of Bonham Elementary School. This subdivision, nearing the completion of its development, was annexed to the city in 2008 and incorporates both traditional single-family residences and zero lot line homes.

By accepting the petition and adopting a calendar of annexation proceedings as prescribed under Chapter 43 of the Texas Local Government Code, City Council initiated a process that may be completed as early as February 19, 2013.

The subject area of proposed annexation is uninhabited and free of any structures. The Local Government Code authorizes cities to annex sparsely occupied areas on petition of the area's landowner(s). This section (43.028) only applies to the annexation of areas that meet the following criteria:

(1) is one-half mile or less in width; (2) is within the ETJ (Extra-Territorial Jurisdiction) of the city; (3) is vacant and without residents, or on which fewer than three qualified voters reside; (4) is contiguous to the annexing city.

annexation calendar (no special meetings needed) first public hearing January 8, 2013 second public hearing January 22, 2013 introduce annexation February 5, 2013 ordinance, on first reading second and final reading February 19, 2013 of annexation ordinance

Analysis of Proposed Annexation: It is essential that the foundation statement of the 2009 Comprehensive Plan be considered in context of considering annexations, specifically that:

"Rapid land use expansion and recent annexations have affected the identity of the City and established a new development pattern that is fiscally unsustainable."

This Plan provides guidance for annexation, many of which are relevant to this scenario. First, the plan establishes a goal stating that the City should "annex areas before extensive development of home sites and business properties occurs, guiding any such development within a framework of municipal regulations on zoning, subdivision, signs, fire prevention and building construction." This excerpt is relevant in this situation, because the area is vacant, and thus, no such development is in place. However, this argument alone is not compelling enough on its own - as vacant property is currently in place outside the city limits all around San Angelo - and should not necessarily be annexed. However, the Subdivision Ordinance requires that development that seeks to utilize San Angelo's water service petition for annexation before such service can be extended. It

appears in this case that such a purposeful and specifically-situated tract - in the context that the neighboring property under the same ownership which is developing currently - was created specifically to pursue annexation in order to develop. As such, the second goal outlined in this Plan advises to "balance short-term costs of making measured capital improvements in possible annexation areas with the long-term costs of not annexing these same areas." More specifically, "recognize that determining best areas for annexation involves anticipating realistic potential for development around the urban fringe, annexing the most promising such areas...". The Comprehensive Plan goes on to state that it is important to "identify specific areas where...annexation may be useful for incorporating expected new development...within City limits, especially where an infrastructure of water utilities already exists." In this area, a network of water and sewer mains, available for extension, are in existence. These were extended and tied into during the process of developing The Boulevard subdivision. Financial Impact: not applicable, yet Recommendation: N/A Attachments: legal description as provided by the applicant, of the proposed

area survey map as provided by the applicant petition as submitted to City staff Presentation: AJ Fawver, AICP, Planning Manager Publication: A legal notice was required for this and the next public hearing

(on January 22nd) of this item. This notice was published in accordance with the Texas Local Government Code, on December 22nd.

City of San Angelo

Memo Meeting Date: January 8, 2013


From: AJ Fawver, AICP Planning Manager

Subject: consider petition for possible annexation (to San Angelo’s City limits) of certain properties situated southwest of San Angelo

Location: Second of two required public comment periods for an area

encompassing a 20.00 acre tract located at the southern corner of the intersection of U.S. Highway 67 (Sherwood Way) and a southward projection of Appaloosa Trail, as shown in attached exhibit

Contacts: AJ Fawver, AICP Planning Manager 657-4210

Caption: Public comments for and against annexation of certain properties situated immediately west/southwest of San Angelo and encompassing a vacant 20.00 acre tract located at the southern corner of the intersection of U.S. Highway 67 (Sherwood Way) and a southward projection of Appaloosa Trail

Summary: City staff was presented with a petition for annexation of the property described above and specifically shown in the attached exhibits. A copy of the petition is also included within the exhibits. The property in question is entirely vacant and situated adjacent to an apartment development currently undergoing construction, and located on a property under the same ownership as that under discussion.

By accepting the petition and adopting the calendar of annexation proceedings below, as prescribed under Chapter 43 of the Texas Local Government Code, City Council initiated a process that may be completed as early as February 5, 2013. annexation calendar (no special meetings needed) first public hearing December 18, 2012 - held, no comments given second public hearing January 8, 2013 introduce annexation January 22, 2013 ordinance, on first reading second and final reading February 5, 2013

of annexation ordinance

The subject area of proposed annexation is uninhabited and free of any structures. The Local Government Code authorizes cities to annex sparsely occupied areas on petition of the area's landowner(s). This section (43.028) only applies to the annexation of areas that meet the following criteria:

(1) is one-half mile or less in width; (2) is within the ETJ (Extra-Territorial Jurisdiction) of the city; (3) is vacant and without residents, or on which fewer than three qualified voters reside; (4) is contiguous to the annexing city.

Analysis of Proposed Annexation: It is essential that the foundation statement of the 2009 Comprehensive Plan be considered in context of considering annexations, specifically that:

"Rapid land use expansion and recent annexations have affected the identity of the City and established a new development pattern that is fiscally unsustainable."

This Plan provides guidance for annexation, many of which are relevant to this scenario. First, the plan establishes a goal stating that the City should "annex areas before extensive development of home sites and business properties occurs, guiding any such development within a framework of municipal regulations on zoning, subdivision, signs, fire prevention and building construction." This excerpt is relevant in this situation, because the area is vacant, and thus, no such development is in place. However, this argument alone is not compelling enough on its own - as vacant property is currently in place outside the city limits all around San Angelo - and should not necessarily be annexed. However, the Subdivision Ordinance requires that development that seeks to utilize San Angelo's water service petition for annexation before such service can be extended. It

appears in this case that such a purposeful and specifically-situated tract - in the context that the neighboring property under the same ownership which is developing currently - was created specifically to pursue annexation in order to develop. As such, the second goal outlined in this Plan advises to "balance short-term costs of making measured capital improvements in possible annexation areas with the long-term costs of not annexing these same areas." More specifically, "recognize that determining best areas for annexation involves anticipating realistic potential for development around the urban fringe, annexing the most promising such areas...". Another important consideration of this specific location is the fact that the current development, created when platting the property, now embraced within The Boulevard subdivision, created in summer 2011. When this plat was drafted and approved, it contained a particularly important piece for the southwest part of San Angelo: the dedication of a piece of Appaloosa Trail, a minor collector street planned long-term in the Thoroughfare Plan to eventually provide a connection from the developing areas just west of the intersection of FM 2288 and Sherwood Way to the emerging neighborhood south of Southland Boulevard and looping back northeast along Pinon Ridge and Oak Grove Boulevard, eventually connecting to Houston Harte Expressway. For now, the only lateral routes of significant carrying ability connecting these two segments of the city are FM 2288/Southland Boulevard and Sherwood Way/US Hwy 67. Development along this area would result in future segments of Appaloosa Trail being pieced together, though this is clearly a very long-term endeavor. The Comprehensive Plan goes on to state that it is important to "identify specific areas where...annexation may be useful for incorporating expected new development...within City limits, especially where an infrastructure of water utilities already exists." In this area, a network of water and sewer mains, available for extension, are in existence. These were extended and tied into during the process of developing The Boulevard subdivision. Financial Impact: not applicable, yet Recommendation: N/A Attachments: map as provided by the applicant, of the proposed area draft survey map as provided by the applicant petition as submitted to City staff Presentation: AJ Fawver, AICP, Planning Manager Publication: A legal notice was required for this and the next public hearing

(on January 8th) of this item. This notice was published in accordance with the Texas Local Government Code, on December 7th.

Adopted: 5/30/03 Revised: 6/21/10

City of San Angelo



From: Jeff Fant, Assistant Police Chief


Contact: Jeff Fant – 659-8011 ext 2104


Consideration of awarding bid VM-09-12 for Police Patrol Vehicles, and authorizing the City Manager or designee to execute any necessary related documents.

Summary:

The SAPD is requesting consideration by City Council to approve the purchase of thirteen (13) Chevrolet Tahoe’s to replace aging Dodge Chargers and Ford Crown Victoria’s currently being used as patrol vehicles. Based on recent study and/or observations, the Tahoe appears to be a more operationally sound choice as a patrol vehicle.

In order to more accurately analyze the costs and benefits of the Tahoe, the SAPD recommends a one year evaluation period. During the first couple of years, the Tahoe will cost slightly more per unit than the Charger, However, in successive years, the cost would reverse as the higher re-sale/auction price of the Tahoe’s would off-set the differences in the initial purchase price.

History: Historically, police departments used a full-size sedan for most patrol purposes. In the past couple of years, the major manufacturer of full size police sedans quit making that model. The SAPD recognized that a change was inevitable and selected the Dodge Charger as the next police patrol vehicle. The Chargers tend to be smaller than the full size sedans making it more difficult to transport equipment and prisoners. In addition, the design and construction of the heavier SUV tends to make them more durable. Climate controlled equipment storage and better ground clearance make the Tahoe a better operational choice for a patrol vehicle than the dodge charger.

Financial Impact: The initial base cost of each Tahoe is $4,573 more than that of the Charger. We are also requesting the backup and rear view camera option for the Tahoe’s that Charger does not offer. This will cost an additional $625 per vehicle. The total financial impact will be approximately $348,569.

The annual maintenance for thirteen Tahoe’s is estimated at $6,699 or $9,044 less than the Charger. Fuel costs are estimated to be approximately $5,859 more for the Tahoe.

If the Tahoe proves to be superior vehicle after careful test and evaluation, the cost differences will tend to decrease as the number of Tahoe’s increases. Auction proceeds should recoup any differences in the initial purchase price.

Related Vision Item

(if applicable):


Staff recommends . . . The purchase of 13 Chevrolet Tahoe’s to replace existing patrol sedans. Test and evaluation of the efficacy of utilizing the Tahoe SUV over a patrol sedan would be forthcoming and be used to determine future purchases.

Attachments: Evaluation/Proposal for purchase and evaluation of the Chevrolet Tahoe as a patrol vehicle and Bid Tab

Presentation: Chief Tim Vasquez

Publication:


Tim Vasquez, 657-4336 ext 2101

Approved by Legal:

Printed 1/4/2013

MEMORANDUM DATE: TO: FROM: SUBJECT: Introduction:

The SAPD is requesting consideration by City Council to approve the purchase of thirteen (13) Chevrolet Tahoes to replace aging Dodge Chargers and Ford Crown Victorias currently being used as patrol vehicles. Based on recent study and/or observations, the Tahoe appears to be a more operationally sound choice as a patrol vehicle. Primarily, the climate controlled atmosphere for electronics and equipment as well as significant improvements in ground clearance form the basis for selecting the Tahoe over the Charger.

In order to more accurately analyze the costs and benefits of the Tahoe, the SAPD recommends a one year evaluation period. Once sufficient data has been obtained, long term planning can take place. During the first couple of years, the Tahoe will cost slightly more per unit than the Charger, However, in successive years, the cost would reverse as the higher re-sale/auction price of the Tahoe’s would off-set the differences in the initial purchase price.

Operational Advantages & Disadvantages:

Advantages. There are a number of operation benefits that may be obtained by switching to the Chevrolet Tahoe for patrol vehicles.

• Enhanced Safety Features – The Tahoe provides for an optional rearview camera/reverse sensor. This device alone will provide a significant source of potential savings due to accident prevention. A large number of the accidents involving an SAPD patrol vehicle are due to driver backing errors. The use of backup cameras and rearview sensors will alert drivers of obstacles and prevent a number of accidents.

Jeff Fant

City Council

Background Information – Purchase of Chevrolet Tahoe for Patrol Vehicles

January 4, 2013

Printed 1/4/2013

• Higher Re-sale/Auction Value – Based on data obtained from the Plano Texas Police Department, the average auction value of a retired Tahoe police vehicle averaged $7,500 versus the average auction price of a Ford Crown Victoria of $2,500. While San Angelo has not historically achieved auction values for police vehicles at the rate, one could assume that the auction prices would be relative. Our police sedan typically sells for about $1,500. Tahoe’s would be expected to sell at about $4,500.

• Lower Maintenance Costs – The SAPD has used Tahoe’s for specialty use

vehicles (K-9) for the past few years. Based on the maintenance experiences provided by the COSA Vehicle Maintenance Department, the average maintenance cost per mile for a Tahoe is approximately $.04 per mile. The maintenance cost per mile for a Charger is approximately $ .09 per mile.

• Heavier Suspension & Braking Systems – the Tahoe by the very nature of SUV

designs incorporates a heavier duty rated suspension that is more capable of withstanding the rigors of police driving. According to other studies and SAPD observations, the heavier suspension tends to have fewer maintenance and breakage problems that have been associated with other police service vehicles. Additionally, the Tahoe’s brake design is rated equivalent to that of the Charger. In the Michigan State Police’s annual evaluation of police vehicles, the Tahoe recorded an average deceleration of 29.7 feet per second. The Charger posted an average of 29.9 feet per second.

• Climate Controlled Storage Capacity – Another of the deciding factors stems from

the ability to house equipment in a climate controlled atmosphere. Each patrol vehicle is equipped with a laptop computer, digital video system, radar, and high tech lighting systems. These items alone account for more than $10,000 and temperatures in the trunk often exceed manufacturer’s thresholds. Other equipment also benefits from the climate controlled cabin. Tint meters, shotguns, patrol rifles, spare ammunition, and other equipment also benefit from being stored out of extreme heat or cold.

• Greater Ground Clearance – Ground clearance on most police sedans is affected

by terrain and other obstacles frequently encountered by patrol officers. The Dodge Charger has less clearance than the Ford Crown Victoria which has posed problems and damage to the undercarriage of patrol vehicles. The Tahoe has a significantly greater ground clearance which will allow officers greater flexibility with respect to ingress and egress less accessible areas. This flexibility can have an effect on police response times and resultant damages in unforeseen situations.

• Longer Useful Life – According to other police studies, the useful life of an

SUV/Tahoe is substantially longer than that of a police sedan. The studies attribute this to the heavier construction, better undercarriage, braking systems, and durability inherent to an “off-road” vehicle. Most departments dictate a five year or 85,000 mile useful life for a patrol sedan. Studies anticipate that a Tahoe should withstand a seven (7) year or 100,000 mile useful life. While this can’t be substantiated at this time, such results would tend to lower the long-term financial impact of using the Tahoe as a patrol vehicle.

Printed 1/4/2013

Disadvantages. There are a few disadvantages associated with replacing the Charger with the Tahoe. These include:

• Higher Purchase Price – The initial cost of the Tahoe is slightly higher per unit, however it is anticipated that this cost difference will be recovered through operations and maintenance savings as well as the final salvage/auction price.

• Lower Fuel Mileage – The larger heavier Tahoe SUV reports a slightly

lower fuel mileage than does the V-6 Charger. However, the SAPD’s internal experience indicates that the mileage differences are not significant. COSA vehicle maintenance reports state that the average fuels consumption for the Charger is approximately 10.5 MPG, while the Tahoe averages 9.4 MPG.

Financial Impact – Short Term:

The initial base cost of each Tahoe is $4,573 more than that of the Charger. The SAPD currently needs to replace thirteen (13) patrol vehicles at a total financial impact of $340,444, $59,449 more than purchasing Chargers. We are also requesting the backup and rear view camera option for the Tahoe’s that Charger does not offer. This will cost an additional $625 per vehicle or $8,125. The total financial impact will be approximately $348,569.

The estimated maintenance cost for thirteen (13) Chargers would be approximately $15,743. Comparatively the annual maintenance for thirteen Tahoe’s is estimated at $6,699 or a $9,044 savings in maintenance costs. Fuel costs for thirteen (13) Chargers is estimated at $49,669 and $55,528 for Tahoe’s; an increase of $5,859. Salvage/Auction proceeds for the thirteen (13) Chargers being replaced is estimated at $19,500.

Factoring in the purchase price, maintenance costs, fuel costs, and auction proceeds, the net cost of incorporating thirteen Tahoe’s into the SAPD fleet will be approximately $784,192. If thirteen (13) Chargers are purchased, the total annual cost considering the same factors will be approximately $719,379.

Financial Impact – Long Term

If the Tahoe proves to be superior vehicle after careful test and evaluation, the cost differences will tend to decrease as the number of Tahoe’s increases. In year seven (if the longer life theory holds true), no new patrol vehicles would need to be purchased, creating a potential savings of approximately $300,315. In years subsequent to year seven, the annual savings tends to stabilize and a minute savings will occur by switching to Tahoe’s over Chargers.

For a more complete picture of the annual costs and savings, refer to the attached spreadsheet. It should also be reminded that caution should be used when evaluating the costs and savings since these numbers are based on pricing and maintenance costs holding steady and the accuracy of the predictions.

Printed 1/4/2013

Conclusion:

The SAPD has evaluated the cost and benefits of switching to the Chevrolet Tahoe as a patrol service vehicle. As a result of these studies, the SAPD believes that the Tahoe’s will prove to be an operationally superior patrol vehicle and that the increased financial impact will be mitigated by improved service life, lower maintenance costs, longer useful life and better resale/auction value.

Therefore, the department wishes to gain City Council approval to purchase thirteen (13) Chevrolet Tahoes for the patrol fleet. Once approved, the Department would thoroughly test, evaluate and measure the effectiveness of the Tahoe as a patrol vehicle and provide City Council with data to support continued use of the Tahoe or deny further testing and return to a police sedan.

Jeff Fant Assistant Chief San Angelo Police Department 401 E. Beauregard San Angelo, TX 76903 (325) 659-8011 (office) (325) 653-2920 (fax) [email protected]

mailto:[email protected]

Printed 1/4/2013

% of fle

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Year 9

-$219

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Y:\12-RFX\Vehicle Maintenance\VM0912 Police Patrol Units\Bid Tab-VM0912

C I T Y O F S A N A N G E L O BID TABULATION * RFB NO: VM-09-12/Police Patrol Vehicles * October 4, 2012

No. Item Unit Est Qty Unit Cost Total Price Unit Cost Total Price Unit Cost Total Price Unit Cost Total Price

1 Police Patrol Sedan EA 13 $ 26,998.00 $ 350,974.00 $ 23,766.00 $ 308,958.00 $ 24,670.00 $ 320,710.00 $ 25,053.44 $ 325,694.72

2 Parts, service, and operators manuals EA 1 575.00 $ 575.00 575.00 $ 575.00 400.00 $ 400.00 - Yes (1)

3 Trunk circulation fan EA 1 330.00 $ 330.00 54.00 $ 54.00 54.00 $ 54.00 - Yes (1)

4 Rear view camera and reverse sensors EA 1 625.00 $ 625.00 456.00 $ 456.00 478.00 $ 478.00 - Yes (1)

5 Blind spot monitoring w/ cross traffic control EA 1 - No Bid 424.00 $ 424.00 424.00 $ 424.00 - Yes (1)

6 Aftermarket equipment voice activation EA 1 350.00 $ 350.00 350.00 $ 350.00 528.00 $ 528.00 - Yes (1)

7 Hands free bluetooth package EA 1 325.00 $ 325.00 505.00 $ 505.00 - $ - - Yes (1)

8 Steering wheel accessory switches EA 1 172.00 $ 172.00 135.00 $ 135.00 135.00 $ 135.00 - Yes (1)

9 Front grill prewiring EA 1 145.00 $ 145.00 46.00 $ 46.00 46.00 $ 46.00 - Yes (1)

10 Extended warranty Ea 1 2,335.00$ 2,335.00$ 2,611.00$ 2,611.00$ 1,680.00$ 1,680.00$ 2,120.00$ 2,120.00$ $ 355,831.00 $ 314,114.00 $ 324,455.00 $ 327,814.72

(1) Not Bid as Requested

No. Item Unit Est Qty Unit Cost Total Price Unit Cost Total Price Unit Cost Total Price Unit Cost Total Price1 Police Patrol SUV EA 1 $ 26,188.00 $ 26,188.00 $ 25,644.00 $ 25,644.00 $ 26,671.00 $ 26,671.00 No Bid No Bid

2 Parts, service, and operators manuals EA 1 575.00 575.00 575.00 575.00 400.00 400.00 - - 3 Rear view camera and reverse sensors EA 1 625.00 625.00 689.00 689.00 471.00 471.00 - - 4 Blind spot monitoring w/ cross traffic control EA 1 625.00 No Bid 408.00 408.00 641.00 641.00 - - 5 Aftermarket equipment voice activation EA 1 350.00 350.00 350.00 350.00 258.00 258.00 - - 6 Hands free bluetooth package EA 1 325.00 325.00 246.00 246.00 - - - - 7 Steering wheel accessory switches EA 1 172.00 172.00 136.00 136.00 136.00 136.00 - - 8 Front grill prewiring EA 1 87.00 87.00 45.00 45.00 45.00 45.00 - - 9 Extended warranty EA 1 2,645.00$ 2,645.00$ 2,940.00$ 2,940.00$ 1,860.00 1,860.00$ - -$

$ 30,967.00 $ 31,033.00 $ 30,482.00 No Bid

Philpott Motors

Ford Interceptor

60-90 Days

Philpott Motors

Caldwell Country Chevrolet Caldwell Country Ford Jim Bass Ford

Total Bid

Chev Caprice

120-150 Days

Ford Taurus

Caldwell Country Chevrolet Caldwell Country Ford Jim Bass Ford

Make and Model Quoted

Delivery Lead Time

90-120 Days None Specified

90-120 Days

2013 Ford Interceptor

90 Days

Make and Model QuotedDelivery Lead Time

Total Bid

Chev Tahoe Ford Explorer 2013 Ford Police Utility120-150 Days

Y:\12-RFX\Vehicle Maintenance\VM0912 Police Patrol Units\Bid Tab-VM0912

C I T Y O F S A N A N G E L O BID TABULATION * RFB NO: VM-09-12/Police Patrol Vehicles * October 4, 2012

Nearest Repair Dealership:

Repair Parts Availability In Days From Order:• Repair Svc Lead Time In Days (from listed dealership) From Write-up:

Repair Service Labor Cost (from listed dealership) per hour:Repair Parts Cost from listed dealership Discount OR Markup:

Discount/Markup:

Bids Mailed To:

All American Autoplex TX

All American Chevrolet TXCaldwell Country TX

Dallas Dodge TX

Hall Buick, Pontiac, GMC TX

Jim Bass Ford TXMac Haik Ford Georgetown TXMitchell Toyota Kia TXPhilpott Motors LTD TXReliable Chevrolet Richardson TXSam Pack's Five Star Ford TX

San Angelo

San AngeloNederland

Carrolton

San Angelo

San AngeloCaldwell

Austin

Tyler

IncompleteIncomplete

San Angelo, TXIncompleteIncompleteIncomplete

Markup

1$115.52

10%Discount

1$105.00

10%Discount

1$102.95

25%

2San Angelo, TX San Angelo, TX San Angelo, TX

2 1

City of San Angelo



From: Lisa Marley, Director of Human Resources and Risk Management



Consideration of matters related to Request for Proposal HR-01-12:

a. Discussion of proposals submitted for Request for Proposal HR-01-12 for Individual and Aggregate Stop Loss insurance.

b. Consideration of selecting AMWins as the benefit provider related to Request for Proposal HR-01-12 and authorizing staff to negotiate a contract, and authorizing the City Manager to execute said contract and any related documents.

_________________________________________________________________________________

Summary: Discuss and award bid for individual and aggregate Stop Loss insurance. History: Stop Loss insurance provides protection for the City against large health claims or high utilization. Stop Loss coverage is a single year contract that is marketed for bids each year. There are two types of stop loss coverage: aggregate (protects the entire plan against high utilization and pays once claims exceed 25% of the estimated annual claims) and individual (exposure from a single, catastrophic claim). These two types of stop loss are combined into one policy for the City. The contract term for the current policy is 12/12. This means that claims must be incurred and paid within the 12 month claim year. There is a risk with a 12/12 contract in that a claim may start at the end of one calendar year (i.e. November or December), and not be paid until the next calendar year (i.e. January or February). A situation like this would not be covered with a 12/12 plan. Staff will be recommending a 15/12 term which allows claims to be incurred in the last 15 months, and paid in the last 12 months. Staff will also be recommending increasing the deductible for individual stop loss from $125,000 to $150,000. The City currently covers 1225 employees and retirees at an annual cost of $580,650. Financial Impact: All bids received represent an increase over the current stop loss

insurance. Cost will vary depending upon which bid is accepted. The self-insurance fund balance can support the increase.

Attachments: Excel spreadsheet itemizing the premium options, current contract, and

power point presentation.

Presented by: Lisa Marley, Director of Human Resources & Risk Management Reviewed by: Lisa Marley, Director of Human Resources and Risk Management, December 19, 2012.

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Stop Loss Insurance

January 8, 2013

Stop Loss RFP Timeline

• November 14, 2012: stop loss insurance went to market

• November 26, 2012: bids closed

• November 30, 2012: best and final offers were negotiated through Holmes Murphy

• December 13, 2012: Analysis of results provided to the City

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Background

Stop loss insurance is protection for the City against large health claims or high utilization.

Stop loss insurance is a single year contract.

Background

There are two types of stop loss insurance: aggregate and individual.

Aggregate = the combined total all claims (protects the entire plan against high utilization, etc.). Pays once claims exceed 25% of estimated annual claims.

Individual = exposure from a single, catastrophic claim.

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Contract Terms

There are a variety of contract terms with stop loss insurance.

12/12, 15/12, and 24/12 are contract terms.

In 2012, the City engaged a 12/12 term meaning that claims must be incurred and paid within the 12 month claim year.

A 15/12 term provides more protection and allows for claims to be incurred within the last 15 months and paid within the last 12 months.

Deductible Background

There are a variety of deductible levels with stop loss insurance.

The present deductible is $125,000 for individual claims.

Some of the bids received quoted $125,000 and $150,000 deductibles.

We have had discussions in previous years about raising the deductible when the self-insurance fund became more stable and mature.

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Deductible Background

In reviewing the COSA stop loss claims, based on the volume of catastrophic claims & the dollar amount of the catastrophic claims, the potential liability of the extra $25,000 in the deductible is outweighed by the savings to the overall fixed costs.

RFP Results

A total of 3 carriers responded to the RFP, with 9 different quotes:

•Aetna

•MRM

•AmWins – Fidelity Life (current provider)

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RFP Results

CurrentAmWins(12/12,

$125,000)

Aetna$125,000 (12/12)

Aetna$150,000(12/12)

MRM$125,000(12/12)

MRM$125,000(15/12)

ASL Rate $2.58 $1.22 $1.26 $1.26 $1.34

ISL

Rate $36.92 $81.28 $70.27 $46.53 $54.97

Total

Rate (PEPM)

$39.50 $82.50 $71.53 $47.79 $56.31

%

Inc -- 108.86% 81.0% 20.9% 42.5%

RFP Results

CurrentAmWins(12/12,

$125,000)

AmWinsRenewal(12/12,

$125,000)

AmWins$125,000 (15/12)

AmWins$150,000(15/12)

ASL Rate $2.58 $3.05 $3.05 $3.05

ISL

Rate $36.92 $39.04 $46.16 $38.70

Total

Rate (PEPM)

$39.50 $42.09 $49.21 $41.75

%

Inc -- 6.5% 24.5% 5.7%

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Staff Recommendation

The recommendation of Holmes Murphy and COSA Staff is to award the bid to AmWins with a 15/12 term and $150,000 individual stop loss deductible.

Based on current enrollment, the 5.7% increase represents a cost increase of $49,725, which will be paid from the self-insurance fund.

City of San Angelo

14c HR Stop Loss for 20131/4/2013

Current Renewal

AMWins - Fidelity

Option 1

AMWins - Fidelity

Option 2

AMWins -Fidelity

Option 3

AMWins - Fidelity

Option 4MRM

Option 1MRM

Option 2Aetna

Option 1Aetna

Option 2SPECIFIC RETENTION $125,000 $125,000 $125,000 $150,000 $125,000 $150,000 $125,000 $125,000 $125,000 $150,000Contract 12/12 12/12 24/12 24/12 15/12 15/12 12/12 15/12 12/12 12/12 Coverages Medical/Rx Medical/Rx Medical/Rx Medical/Rx Medical/Rx Medical/Rx Medical/Rx Medical/RX Medical/Rx Medical/RxAnnual/Policy Period Maximum Reimbursement $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 Maximum Lifetime Reimbursement Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited Unlimited UnlimitedSpecific Rates Composite 1225 $36.92 $39.04 $49.35 $41.22 $46.16 $38.70 $46.53 $54.97 $81.28 $70.27Monthly Premium $45,227 $47,824 $60,454 $50,495 $56,546 $47,408 $56,999 $67,338 $99,568 $86,081Annual Premium $542,724 $573,888 $725,445 $605,934 $678,552 $568,890 $683,991 $808,059 $1,194,816 $1,032,969AGGREGATE RETENTION Maximum Annual Reimbursement $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000Run In Limitation $0 $0 $0 $0 $0 $0 $0 $1,278,666 $0 $0

Factors Composite 1225 $474.15 $500.72 $589.09 $597.52 $577.31 $568.13 $463.70 $511.67 $451.70 $466.60

Monthly Attachment Factor $580,834 $613,382 $721,635 $731,962 $707,205 $695,959 $568,033 $626,796 $553,333 $571,585Annual Attachment Factor $6,970,005 $7,360,584 $8,659,623 $8,783,544 $8,486,457 $8,351,511 $6,816,390 $7,521,549 $6,639,990 $6,859,020 Minimum Annual Attachment * $7,360,584 $8,659,623 $8,783,544 $8,486,457 $8,351,511 $6,816,390 $7,521,549 $6,639,990 $6,859,020Rate - Composite $2.58 $3.05 $3.59 $3.72 $3.05 $3.05 $1.26 $1.34 $1.22 $1.26Monthly Premium $3,161 $3,736 $4,398 $4,557 $3,736 $3,736 $1,544 $1,642 $1,495 $1,544Annual Premium $37,926 $44,835 $52,773 $54,684 $44,835 $44,835 $18,522 $19,698 $17,934 $18,522

Total Monthly Fixed Costs $48,387.50 $51,560.25 $64,851.50 $55,051.50 $60,282.25 $51,143.75 $58,542.75 $68,979.75 $101,062.50 $87,624.25ANNUAL PLAN FUNDINGFixed Expenses $580,650 $618,723 $778,218 $660,618 $723,387 $613,725 $702,513 $827,757 $1,212,750 $1,051,491Expected Claims $5,576,004 $5,888,467 $6,927,698 $7,026,835 $6,789,166 $6,681,209 $5,453,112 $6,017,239 $5,311,992 $5,487,216Laser $0 $0 $0 $0 $0 $0 $200,000 $200,000 $0 $0 FIXED COSTS +/- % to current 6.56% 34.03% 13.77% 24.58% 5.70% 20.99% 42.56% 108.86% 81.09%FIXED COSTS +/- Cost to current $38,073 $197,568 $79,968 $142,737 $33,075 $121,863 $247,107 $632,100 $470,841Overall Difference (incl. laser) $38,073 $197,568 $79,968 $142,737 $33,075 $196,863 $322,107 $632,100 $470,841EXPECTED PLAN COSTS $6,156,654 $6,507,190 $7,705,916 $7,687,453 $7,512,553 $7,294,934 $6,355,625 $7,044,996 $6,524,742 $6,538,707 +/- % to current 0.00% 5.69% 25.16% 24.86% 22.02% 18.49% 3.23% 14.43% 5.98% 6.21% +/- Cost to current $0.00 $350,536 $1,549,262 $1,530,799 $1,355,899 $1,138,280 $198,971 $888,342 $368,088 $382,053MAXIMUM PLAN COSTS $7,550,655 $7,979,307 $9,437,841 $9,444,162 $9,209,844 $8,965,236 $7,518,903 $8,349,306 $7,852,740 $7,910,511Proposed terms include all applicable premium, commissions and underwriting fees.

*Please refer to your current policy for the minimum aggregate attachment point.

MEMORANDUM Date: December 6, 2012 To: Mayor and Councilmembers From: Luis Elguezabal, A.A.E., Airport Director Subject: Consideration for 12-18-2012 meeting Contact: Luis Elguezabal, A.A.E., Airport, 325-659-6409 or Extension 1010 Caption: CONSENT AGENDA:

CONSIDERATION OF AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO NEGOTIATE AND EXECUTE A LEASE AGREEMENT AND RELATED DOCUMENTS WITH SKYLINE AVIATION, INC. FOR PROPERTY LOCATED AT THE SAN ANGELO REGIONAL AIRPORT.

History: Skyline Aviation, Inc., a Texas corporation, entered into an Airport Lease and License

Agreement with the City of San Angelo effective March 5, 2001, and extended by mutual agreements through October 31, 2012.

Summary: Staff has worked with Skyline Aviation, Inc. on a new FBO Lease and License

Agreement. The proposed lease is for a 1.657 acre tract of land (approximately 72,163 square feet.) Skyline Aviation, Inc. desires to engage in an aeronautical business which may consist of aeronautical service: including the sales, service and rental of aircraft and aircraft engines, parts, radios, equipment, fuel propellants and lubricants; sales demonstrations of aircraft and aircraft accessories, conduct of aircraft charter and local flight service, flight instruction, flying school operations and any other activities reasonably incidental to a flying service. The lease will be for a five-year term with three additional five-year renewal options for a total of twenty years. All of the terms comply with the approved Rates and Charges.

Financial Impact: Rental fee of $2,122.40 per month will result in $25,468.85 annual revenue.

The lease and rates conforms to the approved Schedule of Rates and Charges. Related Vision Item: N/A Other Information/Recommendation: Staff recommends approval. Attachments: Proposed Lease, Expired Skyline Aviation, Inc. lease and Resolution Presentation: None Publication: None Reviewed by Director: Luis Elguezabal, A.A.E., Airport, 12-06-2012

A RESOLUTION OF THE CITY OF SAN ANGELO AUTHORIZING THE INTERIM CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AIRPORT PROPERTY LEASE AND LICENSE AGREEMENT WITH SKYLINE AVIATION, INC. AS TENANT, OF CERTAIN PROPERTY LOCATED AT 8926 HANGAR ROAD, SAN ANGELO REGIONAL AIRPORT – MATHIS FIELD (AIRPORT)

WHEREAS the City of San Angelo (“City”) is owner the hangar located at 8926 Hangar Road, San Angelo Regional Airport – Mathis Field (Airport), located in Tom Green County, Texas; and, WHEREAS City presently leases the hangar located at 8926 Hangar Road, Mathis Field (Premises), to Skyline Aviation, Inc. (Skyline) for operation of a fixed base aviation business, which lease term expired October 31, 2012, and the lease continues in effect on a month to month bases pursuant to holdover provision; and WHEREAS City and Skyline desire to enter into a new “Airport Property Lease and License Agreement” to continue Skyline’s occupancy of the hanger and a reduced land area of the Premises for a five year term beginning January 1, 2013, and providing for an option in Skyline to extend the Lease for up to three additional five year terms; and,

WHEREAS, City shall reserve an option to terminate the Lease as to a portion of the land area of the Premises as may become necessary for access and development of the premises and adjoining land area; and, WHEREAS, City deems it advantageous to authorize the Interim City Manager or his designee to execute the Airport Property Lease and License Agreement with Skyline Aviation, Inc. for lease of the Premises and hangar; NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN ANGELO, TEXAS THAT: The City Manager or his designee is hereby authorized to execute an Airport Property Lease and License Agreement with Skyline Aviation, Inc. of the hangar and subject Premises located at 8926 Hangar Road, San Angelo Regional Airport—Mathis Field, Tom Green County Texas, for operation of a fixed base aviation business, said lease to be for a term of five years effective from January 1, 2013, with Tenant to have the option to extend the Lease term for up to three additional five year terms; and to include an option to City to terminate the Lease as to a portion of the leased Premises that may become necessary for future access and development of the premises and adjoin land area. PASSED and APPROVED THIS DAY OF , 2012. CITY OF SAN ANGELO, TEXAS ATTEST: Alvin New, Mayor Alicia Ramirez, City Clerk

APPROVED AS TO CONTENT APPROVED AS TO FORM Luis Elguezabal, Director of Airport Lysia H. Bowling, City Attorney

AIRPORT PROPERTY LEASE AND LICENSE AGREEMENT

This Airport Lease and License Agreement ("Lease") is entered into between the CITY OF SAN ANGELO, a Texas home-rule municipal corporation, acting by and through its duly authorized City Manager ("Landlord" or “City”), and SKYLINE AVIATION, INC., a Texas for profit corporation, acting by and through its designated Chief Executive Officer pursuant to its bylaws and a resolution of its Board of Directors ("Tenant").

RECITALS:

A. Landlord is the owner and operator of the San Angelo Regional Airport-Mathis

Field located at 8618 Terminal Circle, San Angelo, Texas (“Airport”); and

B. Tenant desires to engage in an aeronautical fixed base operation in common with others so licensed, which may include: (1) sales, service and rental of aircraft and aircraft engines, parts, equipment, and avionics; (2) storing, dispensing, self-fueling and sale of aircraft fuel propellants and lubricants; (3) performing aircraft maintenance; (4) conducting aircraft charter and local flight service, flight instruction, flying school operations; and (5) any other activity reasonably incidental to the providing of airport related flying services.

C. Landlord deems it advantageous to grant to Tenant the right to conduct the aeronautical fixed base operation hereinabove described; NOW, THEREFORE, in consideration of the mutual covenants, promises and terms herein contained, Landlord and Tenant agree as follows: 1. PREMISES 1.1 In consideration of the mutual covenants, promises, terms and conditions herein

contained, and other good and valuable consideration, the receipt and sufficiency of which is herby acknowledged by each of the parties hereto, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, subject to Landlord’s option described at part 1.2 below, the following Premises:

A 1.170 acre tract (approximately 50,969 square feet) of land including a hangar with offices (approximately 15,378 square feet, hereinafter “Hangar”), said 1.170 acre tract being more particularly described on Exhibit "A”, which is attached hereto and incorporated by reference, the same as if fully copied and set forth at length. All of said property is located at 8926 Hangar Road, San Angelo Regional Airport–Mathis Field ("Airport"), Tom Green County, Texas.

Said tract is hereinafter referred to as the “Premises” or the “Property”. TENANT HAS EXAMINED, AND ACCEPTS THE HANGAR, IMPROVEMENTS, AND ANY FIXTURES ON THE PREMISES, IN ITS PRESENT “AS-IS” PHYSICAL CONDITION. NO REPRESENTATION, STATEMENT, OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN MADE BY OR ON BEHALF OF LANDLORD AS TO THE CONDITION OF THE PREMISES, OR AS TO THE USE THAT MAY BE MADE OF THE

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PREMISES. IN NO EVENT SHALL LANDLORD BE LIABLE FOR ANY REASONABLY APPARENT DEFECT IN THE PREMISES OR FOR ANY LIMITATION ON THE USE OF THE PREMISES NOT WITHIN THE LANDLORD'S CONTROL.

1.2 Landlord Option. Landlord shall have the option during the initial term of this

Lease and any extensions thereof, on sixty (60) day written notice to Tenant, to terminate the Lease with respect to that certain portion of the leased premises referred to as “Tract 2” as described in Exhibit “B”, attached hereto and made a part hereof for all purposes.:

Tenant shall, without further notice, peacefully surrender possession and use of

Tract 2 to Landlord on or before the sixty first day after Landlord’s written notice is given to Tenant. From and after the day that Landlord resumes the possession and use of Tract 2, the rent due hereunder shall be proportionately reduced based upon the ratio of the land area of Tract 2 described in Exhibit “B” to the land area of the Leased Premises described in Exhibit “A”, applying the then applicable Airport Schedule of Rates and Charges for the rental of land; i.e. the “Land Rate”.

2. TERM.

2.1 Fixed Beginning and Termination Date. This Lease is granted for a term of five (5) years beginning January 1 , 2013, and continuing through December 31, 2017.

2.2 Tenant Options to Extend Lease Term.. On the terms and conditions set forth

herein, Tenant shall have three, successive options to renew the Lease, each option being for an additional term of five (5) years, the first option extending the term through December 31, 2022, the second option extending the term through December 31, 2027, and the third option extending the term through December 31, 2032, for a total of twenty (20) years, but in no event to extend the term beyond December 31, 2032, Each extension of the Lease term shall be under the terms, conditions and covenants contained in this Lease, subject to: (a) adjustment of rent by application of the then applicable Airport Schedule of Rates and Charges for rent; and (b) amendment of the required insurance coverage limits applicable as determined by Landlord’s Risk Manage. The exercise of Tenant’s Options under this part 2.2 shall be conditioned upon Tenant not then being in default of any term, condition or covenant in this Lease and further provided that Landlord is not prohibited from leasing said property pursuant to any agreement with or requirement from the United States Government such as those situations described in Section 6,2 of this Lease.

2.2.1 Tenant shall exercise each option to renew this Lease by notifying Landlord in

writing and delivering such writing to Landlord at the address specified in Section


13.8, entitled "NOTICES", not more than one hundred eighty (180) days and not less that sixty (60) days prior to the expiration of the primary term. Landlord shall provide Tenant with the current, applicable Airport Schedule of Rates and Charges and the applicable required insurance coverage limits within twenty days of receipt of Tenant’s notice of exercise of Tenant’s option to extend the Lease term.

2.3 Holdover. Any holding over by Tenant of the Leased Premises after the

expiration of this Lease term or any extension thereof shall operate and be construed only as a tenancy from month to month, terminable at the will of Landlord.

3. RENT.

3.1 Rent. Tenant shall pay rent to Landlord for the use of Leased Premises in advance, monthly, in the amount of Two Thousand One Hundred Twenty Two and 40/100 Dollars ($2,122.40) per month, for a total annual rent of Twenty Five Thousand Four Hundred Sixty-Eight and 85/100 Dollars ($25,468.85) per year. The above rents shall be adjusted effective the first month following every fifth year anniversary of the Lease term by use of the below method (Rent Adjustment), multiplying the rent times the Dallas/Fort Worth Consumer Price Index (“CPI”), to be calculated thirty (30)-days prior to the end of each five (5) year period. The rent shall be adjusted every five (5) years until the expiration of the Lease, in like manner. In no event shall an adjustment of rent based upon the CPI Index as described, result in a reduction of the current rent at the time the rent adjustment is calculated.

31.1 Rent Adjustment – CPI. After the expiration of five (5) years, and at the

expiration of each five (5) year period thereafter so long as the lease term shall continue, the Annual Rent will be adjusted to the then current, applicable Airport Schedule of Rates and Charges.

3.2 Time. The first of such monthly rental payments shall be due and payable on

January 1, 2013, and subsequent payments shall be due and payable on the 10th day of each succeeding month thereafter during the term of this Lease. At the time rent is due monthly under this Lease, Tenant agrees that payment of all fuel flowage fees duly authorized by the City Council of the City of San Angelo incurred during the prior calendar month shall be due and payable, and shall be treated as Additional Rent due under this Lease. Tenant’s failure to make timely payment of all fuel flowage fees due hereunder shall constitute a material breach of this Lease. Landlord shall be entitled to all remedies authorized under federal or state law to collect the past due fuel flowage fees, in addition to remedies authorized under this Lease for default, including non-payment of rent.

3.3 Place of Payment. All payments due by Tenant to Landlord under this Lease shall

be made at the Airport Director’s office at San Angelo Regional Airport–Mathis


Field, 8618 Terminal Circle, Suite 101, San Angelo, Texas 76904, or at such other place as Landlord may from time to time designate by written notice to Tenant.

3.4 Delinquent Payments. Tenant shall pay to Landlord a late charge or interest for

any rent or Additional Rent past due in accordance with established City ordinances, provided however, that this provision for late charges or interest shall not be construed as a waiver of the right of Landlord to terminate this Lease at its option as authorized herein.

4. GRANT OF LICENSE.

4.1 Landlord grants Tenant a non-exclusive license, concurrent with the herein-described Lease to engage, in common with others so licensed, in an aeronautical business which may consist of a flying service, including the sales, service and rental of aircraft and aircraft engines, parts, radios, equipment, fuel propellants, and lubricants; sales demonstrations of aircraft and aircraft accessories; conduct of aircraft charter and local flight service; flight instruction; flying school operations; and, any other activities reasonably incidental to a flying service upon the Airport property generally. Tenant shall confine his operation at the Airport to the Leased Premises described on Exhibits A, except for servicing of aircraft upon the ramp and loading apron adjacent to the Airport terminal building provided, however, that under exceptional circumstances, Tenant may service and store aircraft on any other part of the Airport designated by the Airport Manager, except on Premises leased exclusively to another operator. It is agreed that Tenant will not park any aircraft on the ramp when such parking obstructs airline operations. Any parking of aircraft on the ramp may be changed or stopped at any time when deemed necessary by the Airport Manager.

4.1.1 Insofar as the license granted herein is exercised for the purpose of selling

aviation fuel, propellants and lubricants, the following conditions shall apply:

(a) Tenant shall have the right to offer the products of any dealer of

his choice, provided that Tenant first furnish Landlord with a certified copy of the specifications of the product he proposes to offer, and provided that Landlord approves such product, which approval shall be in the sole discretion of Landlord, before it is offered for sale. Tenant shall furnish Landlord with a certified copy of any laboratory analysis of product as specified by Landlord upon request.

(b) The sale of such products to the general public shall be deemed a

public service, and shall be offered to all customers without discrimination, and at prevailing current prices. Tenant shall at all times post on public display in Tenant’s service area all current prices for products offered. A copy of each current price list shall


be furnished to the Airport Manager as changes in product or pricing occur.

(c) At the time monthly payment of rent is due, Tenant shall furnish

Landlord with a copy of the supplier’s delivery tickets for all aviation fuel delivered to Mathis Field for use or sale by Tenant from the previous month to date of payment of rent.

(d) At the time monthly payment of rent is due, Tenant shall furnish

Landlord with a copy of all billing on fuel sales made to commercial carrier aircraft operating under contract with the City of San Angelo from the pevious month to date of payment of rent.

(e) Nothing contained herein shall be construed to grant or authorize

the granting of an exclusive right within the meaning of the F.A.A.’s latest available edition AC 150/5190-6.

(f) Tenant shall furnish, install, and maintain during the term of this

Lease and any extension thereof, at Tenant’s expense, and in compliance with all applicable federal, state and local law, rules and regulations, fuel storage facilities adequate for proper, safe and environmentally compliant operation of Tenant’s aeronautical business as described herein. Subject facilities will be located on Airport property in the area designated by the Airport Manager. No charges will be levied for the use of designated Airport land but all expenses for expanding the fences and construction of fixtures and facilities shall be born by the Tenant. All fueling facilities and procedures shall conform to pertinent Airport fire and safety regulations.

(g) At the time monthly payment of rent is due, Tenant shall pay, and

continue to pay in a timely manner, all applicable fuel flowage fees and any other required Airport fees authorized by federal or state law or by the City Council of the City of San Angelo (Fuel Flowage Fees).

4.2 Tenant shall confine its operation at the Airport to its exclusive area and to those

portions of the aircraft ramp area that are designated by the Airport Director. Tenant shall not solicit sales or services for aircraft that are parked or stored in any exclusive area of another fixed based operator located on the Airport.

5. UTILITIES, TAXES AND FEES.

5.1 Utilities. Tenant shall pay before past due or cause to be timely paid all charges for water, sewer, gas, electricity, telephone, cable, trash collection and any and all other utilities or services used or consumed on Leased Premises or incurred in relation to Tenant’s aeronautical business, throughout the term of this Lease,


including any connection fees.

5.2 Taxes and Assessments. It is further understood and agreed that Tenant shall pay and discharge all taxes, general and special assessments and other charges of every description which during the term of this Lease may be levied on or assessed against the Leased Premises, inventory, personality and improvements thereon, whether belonging to Landlord or Tenant, or to which either of them may become liable. Tenant shall pay all such taxes, charges and assessments to the public officer charged with the collection thereof not less than fifteen (15) days before the same shall become delinquent, and TENANT AGREES TO INDEMNIFY AND SAVE HARMLESS LANDLORD FROM ALL SUCH TAXES, CHARGES AND ASSESSMENTS.

5.3 Incidental Fees. Tenant shall pay or cause to be paid all incidental charges, such

as permit fees, incurred in connection with its operation and use of the Leased Premises.

6. LAWS, REGULATIONS AND LIMITATIONS.

6.1 Observance. Tenant shall observe and obey all applicable federal, state and local laws and regulations, including all Environmental Requirements, in the operation of Tenant’s aeronautical business on Airport property and in the performance of its obligations under this Lease. Tenant also agrees to observe and obey all Airport rules and regulations promulgated and enforced by the City of San Angelo and by any other governmental authority having jurisdiction over the conduct of operations at the Airport.

6.2 Lease Limited. It is agreed that this Lease shall be limited, notwithstanding its

terms, by the provision of any existing or future agreement between Landlord and the United States government, 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 expenditures of federal funds for the maintenance or development of the Airport.

6.3 Waste Water. If Tenant’s use of the Premises results in the discharge or potential

discharge of waste water, Tenant shall immediately apply to the Texas Commission on Environmental Quality (TCEQ) for a waste water discharge permit. Tenant shall also advise the Airport Director of the drains or other waste water facilities Tenant intends to use in disposing of waste waters. The Airport Director may designate sewers or other facilities for Tenant to use for disposal of waste water.

6.4 Hazardous Material/Contaminants. Tenant agrees that Tenant will not cause or

permit release, discharge or spillage by Tenant, its licensees, officers, agents, employees, sublessees, business invitees or guests of any hazardous material or contaminants, either intentionally or accidentally, by act or omission, onto Premises or Airport property. If any such release, discharge, or spillage does


occur, Tenant shall immediately notify the Airport Director and the TCEQ, promptly followed by written documentation of the notice and shall, at Tenant’s expense, comply with all removal and cleanup directives or requirements issued. As between Landlord and Tenant, Tenant shall be solely liable for remedial costs and damages relating to any release, discharge or spillage of hazardous substances or contaminants as a result of the operation of Tenant’s aeronautical business.

TENANT WARRANTS THAT IT HAS INSPECTED THE LEASED

PREMISES TO ITS SATISFACTION AND THAT TENANT IS SATISFIED THAT THERE ARE NO HAZARDOUS WASTES OR CONTAMINANTS LOCATED THEREON. TENANT UNDERSTANDS THAT TENANT SHALL REMOVE ANY HAZARDOUS WASTE OR CONTAMINANT FROM PREMISES BEFORE TERMINATION OR ABANDONMENT OF THIS LEASE.

6.5 Easements. It is understood and agreed that this Lease is made subject and

subordinate to the terms of any oil, gas and other mineral lease and right-of-way easements of any nature which may have been executed prior to this Lease or which may be executed hereafter by Landlord, in Landlord’s sole discretion. If, however, any exploration or production occurs that materially interferes with the conduct of Tenant’s business at the Leased Premises, Tenant may terminate this Lease by delivering written notice to Landlord as herein provided.

6.6 Non-discrimination. The Tenant for itself, its personal representatives, successors

in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree that: (1) no person on the grounds of race, creed, color, national origin or sex shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Airport facilities; (2) that in the construction or use of any improvements on, over or under such land and the furnishing of services thereon, no person shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination on the grounds of race, creed, color, national origin or sex.

In the event of breach of any of the preceding nondiscrimination covenant, Landlord shall have the right to declare Tenant to be in breach of this Lease agreement, to terminate this Lease, and to re-enter and repossess said Premises.

6.7 Compliance with ADA. Tenant agrees to comply fully with the provisions of the

Americans with Disabilities Act. 6.8 Compliance with the Department of Homeland Security. Tenant agrees to comply

fully with the guidelines set forth in 49 CFR Part-1542 Airport Security in all pertinent parts as directed either by representatives of the federal government or the Airport Director or his designee.

6.9 Relationships. Tenant, its agents, servants and employees agree to maintain a

friendly and cooperative, though competitive, relationship with other companies


engaged in similar or like business on Airport Premises. Except in connection with judicial proceedings, Tenant shall not engage in open public disputes, disagreements, or conflicts regarding activities at the Airport which would tend to deteriorate the quality of the service of Tenant or its competitors or which would be incompatible with the best interest of the public at the Airport.

7. CONDITION AND USE OF LEASED PREMISES.

7.1 NO WARRANTY. LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE LEASED PREMISES, OR ANY IMPROVEMENTS THEREON, INCLUDING WARRANTY OF HABITABILITY OR FITNESS FOR A PARTICULAR USE. EXCEPT AS TO THE PORTION OF THE LEASED PREMISES DESCRIBED ON EXHIBIT B, ATTACHED, LESSOR WARRANTS THAT AT THE EFFECTIVE DATE OF THIS LEASE AGREEMENT SAID PREMISES ARE NOT IN VIOLATION OF APPLICABLE ENVIRONMENTAL REGULATIONS.

7.2 Acceptance and Use. Landlord and Tenant agree that the Leased Premises will be

used as an aeronautical facility. Any other use must have the prior written consent of the City, evidenced by a written amendment to this Lease. Tenant accepts Leased Premises as suitable for such purpose.

7.3 Standards. Landlord reserves the right to take any action it considers necessary to

protect the aerial approaches of the Airport against obstruction, together with the right to maintain standards relative to maximum heights for buildings or other structures and set-back building lines in relation to the runways, taxiways, navigational airspace, parking aprons, or other facility conditions, which would limit or impair the usefulness of the Airport Master Plan or constitute a hazard to aircraft.

7.4 Improvements and Modifications.

7.4.1 Tenant shall not alter or improve Leased Premises in any respect without Landlord’s prior written consent. Any such alteration or improvement to which Landlord consents must fully comply with all laws, rules, regulations, codes, standards, and policies (including, without limitation, local Hangar codes and ordinances) of any governmental authority with jurisdiction over the Airport (including, without limitation, the City of San Angelo, Texas), Landlord may not unreasonably withhold its consent with regard to any alteration or improvement that Tenant proposes.

7.4.2 A notice of proposed construction or alterations, as required by Federal

Aviation Regulations, C.F.R. Title 14, Chapter 1, Subchapter E, Part 77, shall be submitted to Landlord and the Federal Aviation Administration for approval the earlier of sixty (60) days prior to commencement of constructing any Hangar or structure on the Leased Premises or as otherwise required pursuant to the federal regulation.


7.4.3 No construction shall be commenced within or upon the Leased Premises

until such proposed construction is approved in writing by Landlord and, if applicable, the Federal Aviation Administration, and any attempted construction commenced prior to receipt by Tenant of such written approval(s) shall, at the option of Landlord, constitute a breach of this Lease by Tenant.

7.5 Ingress and Egress. Tenant and its employees, patrons, guests, invitees,

contractors and subcontractors, shall have the right of ingress to and egress from the Leased Premises and the right, in common with others so authorized, to use common areas of the Airport, including runways, taxiways, aprons, navigational facilities, roadways, parking areas, subject to federal, state, City and Airport rules and regulations.

7.6 Storage and Parking. Outside storage including, but not limited to, equipment,

parts, accessories, vehicles (whether operable, abandoned or inoperable), is expressly prohibited. Other uses, including temporary parking of motor vehicles, incident to Tenant’s operation, unless specifically approved herein, shall be upon the Leased Premises only. Tenant shall not use or permit employees, patrons, invitees or guests to use Airport property in a manner contrary to the rules and regulations of the Airport.

7.7 Aircraft and Vehicle Identification. Tenant agrees to register all aircraft and

vehicles to be used in its business on the Airport property, with the Airport Director.

7.8 Noise Abatement. Tenant shall actively participate in and comply with all noise

abatement procedures, policies and programs as set forth by Landlord.


8. REPAIRS AND MAINTENANCE.

8.1 Tenant’s Duties.

8.1.1 Except for the specific maintenance obligations Landlord undertakes hereunder, Tenant shall be responsible for the repair and maintenance of the Hangar fixtures and equipment, including: hangar structure, paving, fixtures, plumbing, air-conditioning and heating units (HVAC), water heaters, non-load bearing walls, paint, flooring, windows, window glass, plate glass, doors, hangar aircraft doors, pest control and extermination, and all equipment and improvements (hereinafter collectively referred to as “Improvements”) that are presently located or to be located or constructed on the Leased Premises. In the event Tenant shall fail to keep said Improvements maintained as herein required, as determined in the sole discretion of Landlord, then the Landlord, after notice to Tenant of the default and providing time to comply as herein provided, shall have the power and express authority to cause or require the labor and materials to be expended that are reasonably necessary to accomplish the required maintenance, and Tenant expressly agrees that the reasonable cost of any such labor and materials shall be deemed additional rent, becoming past due thirty (30) days from the date on which any such maintenance work is completed and notice of the amount due is given to Tenant,

8.1.2 Tenant further agrees to keep and maintain the Leased Premises in a neat,

clean and respectable condition by prompt removal of all trash, litter, debris and junk, and shall keep said Premises cleared of all objectionable matter. In the event Tenant shall fail to keep and maintain the Leased Premises as herein required, as determined in the sole discretion of Landlord, then the Landlord, after notice to Tenant of the default and providing time to comply as herein provided, shall have the power and express authority to cause or require the labor and materials to be expended that are reasonably necessary to accomplish the required maintenance, and Tenant expressly agrees that the reasonable cost of any such labor and materials shall be deemed additional rent, becoming past due thirty (30) days from the date on which any such maintenance work is completed and notice of the amount due is given to Tenant,

8.2 Landlord’s Duties.

8.2.1 Landlord shall

(a maintain in good condition the structural parts of the Hangar building, namely the roof, foundation and load bearing and exterior walls , but excluding the maintenance obligations of the Tenant set forth herein;

(b Landlord shall repaint the exterior of the building one time within


one year of the commencement of the initial Lease term. Thereafter, Tenant shall be solely responsible for painting and maintenance of the exterior of the hangar during the initial term of this Lease and any extensions thereof; and,

(c) Landlord will repair the parking lot paving within one year of the

commencement of the initial Lease term. Thereafter, Tenant shall be solely responsible for maintenance of the parking lot and paving during the initial term of this Lease and any extensions thereof;

(d) Landlord will cause a qualified structural engineer to inspect the

north exterior wall of the hangar for structural integrity and make any necessary repairs within one year of the commencement of this Lease.

(f) Landlord will inspect the hangar roof for leaks at the west exterior

wall and make any necessary repairs.

8.2.2 Landlord shall maintain the common areas of the Airport facilities. 8.2.3 Landlord shall maintain and operate the Airport in compliance with the

safety and security regulations established by the Federal Aviation Administration and other appropriate regulatory authorities.

8.2.4 Landlord shall maintain and operate San Angelo Regional Airport–Mathis

Field with adequate and efficient personnel, keep in good repair the airport appurtenances and facilities, and keep access ways and approaches reasonably free from obstruction, congestion and interference.

8.2.5 If any such maintenance or repairs are necessitated solely by the acts of

Tenant or its employees, agents, contractors, sub-contractors, licensees, invitees or guests, Tenant shall reimburse Lessosr for the reasonable cost thereof, as additional rent, to be paid within thirty (30) days after notice of such cost is given to Tenant as herein provided.

8.3 Force Majeure/National Emergency. Neither party hereto shall be liable to the

other for any failure, delay, or interruption in the performance of any of the terms, covenants or conditions of this Lease due to causes beyond the control of that party including, without limitation, strikes, boycotts, labor disputes, embargoes, shortage of material, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other circumstances for which such party is not responsible or which is not in its power to control. During a time of war or national emergency, City reserves the right to alter, amend or suspend this Lease upon demand of military, naval or other proper authorities of the United States government or the State of Texas.


8.4 Damage or Destruction of Leased Premises. 8.4.1 If the Leased Premises are partially damaged by fire, explosion, the

elements, public enemy, or other casualty, but the Hangar is not rendered untenantable, in whole or in part, the Landlord shall proceed to complete the Structural Repair of the Hangar and Tenant shall repair all other damage at its cost and expense with due diligence.

8.4.2 If the damage shall be so extensive as to render the Hangar on the Leased Premises untenantable, in whole or in part, but in Landlord’s estimation Structural Repair can be completed in one hundred and twenty (120) days, Landlord shall proceed to complete the Structural Repair of the Hangar and Tenant shall repair all other damage at its cost and expense with due diligence, and the rent payable herein shall be abated in proportion to the diminished utility of the Leased Premises from the time the damage occurs until Landlord completes Structural Repair of the Hangar.

8.4.3 In the event that the Hangar on Leased Premises is completely destroyed

by fire, explosion, the elements, public enemy or other casualty, or so damaged that it will remain untenantable, in whole or in part, for more than one hundred and twenty (120) days, in Landlord’s estimation of the time necessary for Structural Repair of the Hangar (the Restoration Estimate), either party to this Lease may terminate this Lease by delivering written notice to the other within fourteen (14) days after the delivery of Landlord’s Restoration Estimate. Landlord must furnish that Restoration Estimate to Tenant within thirty (30) days after the occurrence of the damage. If neither party gives the other notice of termination of the Lease as hereinabove provided, Landlord shall proceed to complete the Structural Repair of the Hangar and Tenant shall repair all other damage at its cost and expense with due diligence; and the rent payable herein shall be abated in proportion to the diminished utility of the Leased Premises from the time the damage occurs until Landlord completes Structural Repair of the Hangar.

8.4.4 If Landlord fails to complete the Structural Repair of the Hangar on the Leased Premises that renders the Hangar untenantable by the one hundred eightieth (180th) day after the occurrence of the structural damage to the Hangar, Tenant may terminate this Lease by giving a written notice of termination to Landlord as herein provided.

8.5 Right of Entry. Landlord or its designee may enter Leased Premises at any time

upon reasonable notice to Tenant, for any purpose necessary, incidental to, or connected with the exercise of it duties and obligations as the Airport Owner, including, but not limited to the following: fire protection, security purposes, repairs, additions, alterations, or inspections for compliance with applicable law,


regulation, or lease compliance. 9. INSURANCE.

9.1 General Conditions. The following conditions shall apply to all insurance policies obtained by Tenant for the purpose of complying with this Lease.

9.1.1 Satisfactory Companies. Coverage shall be maintained with insurers and

under forms of policies satisfactory to City and with insurers licensed to do business in Texas.

9.1.2 Named Insureds. All insurance policies required herein shall be drawn in

the name of Tenant, with City, its council members, board and commission members, officials, agents, guests, invitees, consultants and employees named as additional insureds, except on Workers’ Compensation coverage.

9.1.3 Waiver of Subrogation. Tenant shall require its insurance carrier(s), with respect to all insurance policies, to waive all rights of subrogation against City, its council members, board and commission members, officials, agents, guests, invitees, consultants and employees. Landlord shall waive all claims against Tenant for damages covered normally by Fire and Casualty damage insurance with standard extended coverage.

9.1.4 Certificates of Insurance. At or before the time of execution of this Lease,

Tenant shall furnish City’s Risk Manager with certificates of insurance as evidence that all of the policies required herein are in full force and effect and provide the required coverage and limits of insurance. All certificates of insurance shall clearly state that all applicable requirements have been satisfied. The certificates shall provide that any company issuing an insurance policy shall provide to City not less than thirty (30) days advance notice in writing of cancellation, non-renewal or material change in the policy of insurance. In addition, Tenant and insurance company shall immediately provide written notice to City’s Risk Manager upon receipt of notice of cancellation of any insurance policy, or of a decision to terminate or alter any insurance policy. Copies of required endorsements will be attached to the certificates to confirm the required endorsements are in effect. Certificates of insurance and notices of cancellations, terminations or alterations shall be furnished to City’s Risk Manager at City Hall, 72 West College or P.O. Box 1751, San Angelo, Texas 76903.

9.1.5 Tenant’s Liability. The procurement of such policy of insurance shall not

be construed to be a limitation upon Tenant’s liability or as a full performance on its part of the indemnification provisions of this Lease. Tenant’s obligations are, notwithstanding any policy of insurance, for the full and total amount of any damage, injury or loss caused by or attributable to its activities conducted at or upon the Premises. Failure of


Tenant to maintain adequate coverage shall not relieve Tenant of any contractual responsibility or obligation.

9.1.6 Sub lessees’ Insurance. Tenant shall cause each Sub lessee of Tenant to

purchase and maintain insurance of the types and in the amounts specified below. Tenant shall require Sub lessees to furnish copies of certificates of insurance to Landlord’s Risk Management Department evidencing coverage for each Sub lessee.

9.2 Types and Amounts of Insurance Required. Tenant shall obtain and continuously

maintain in effect at all times during the term hereof, at Tenant’s sole expense, insurance coverages on a primary basis, non-contributory with any other insurance coverage, as follows with limits not less than those set forth below:

9.2.1 Commercial General Liability (CGL) or equivalent Aviation Liability.

This policy shall be an occurrence-type policy and shall protect the Tenant and additional insureds against all claims arising from bodily injury, sickness, disease or death of any person (other than the Tenant’s employees) and damage to property of the City or others arising out of the act or omission of the Tenant or its agents and employees. There shall be no endorsement or modification of the GCL limiting the scope of coverage for liability assumed under the Lease or liability arising from pollution, explosion, collapse, underground property damage, or damage to the premises or improvements. This policy shall also include protection against claims for the contractual liability assumed by Tenant under the parts of this Lease entitled “Indemnification” and “Environmental Indemnification”, including completed operations, products liability, contractual coverage, broad form property coverage, explosion, collapse, underground, Premises/operations, and independent contractors (to remain in force for two years after final payment). Coverage shall not be less than:

$ 2,000,000.00 General Aggregate $ 1,000,000.00 Products- Completed Operations Aggregate $ 1,000,000.00 Personal & Advertising Injury $ 1,000,000.00 Each Occurrence $ 500,000.00 Fire Damage (any one fire)

9.2.2 Business Automobile Liability. This policy shall be written in

comprehensive form and shall protect Tenant and the additional insureds against all claims for injuries to members of the public and damage to property of others arising from the use of motor vehicles and shall cover operation on and off the Premises of all motor vehicles licensed for highway use, whether they are owned, non-owned or hired. Coverage shall not be less than:

$ 1,000,000.00 Combined Single Limit


9.2.3 Comprehensive Aircraft Liability. This policy shall be an occurrence-type policy, written in comprehensive form and shall protect Tenant and additional insureds against all claims arising from bodily injury, sickness, disease or death of any person (other than Tenant’s employees) and damage to property of Landlord or others arising out of the act or omission of the Tenant or Tenant’s agents and employees. This policy shall also include protection against claims normally insured by personal injury liability coverage and claims pertaining to: the contractual liability assumed by Tenant under the paragraph of this Lease entitled “Indemnificatiion”, completed operations, products liability, contractual liability, leased premises/operations, and independent contractors and shall include broad form property coverage. Coverage shall remain in force for two years after termination of this Lease and shal be as follows:

$ 500,000.00 Each Passenger $2,000,000.00 Each Occurrence

9.2.4 Workers’ Compensation and Employer’s Liability. If Tenant hires any

employees, Tenant shall maintain Workers’ Compensation and Employer’s Liability insurance, which shall protect the Tenant against all claims under applicable state workers’ compensation laws and employer’s liability. The insured shall also be protected against claims for injury, disease or death of employees which, for any reason, may not fall within the provisions of a workers’ compensation law. Coverage shall not be less than:

Statutory Amount Workers’ Compensation $ 500.000.00 Employer’s Liability, Each Accident $ 500,000.00 Employer’s Liability, Disease - Policy

Limit $ 500,000.00 Employer’s Liability, Disease – Each

Employee

The foregoing requirement will not be applicable if, and so long as, Tenant qualifies as a self-insurer under the rules and regulations of the commission or agency administering the workers’ compensation program in Texas and furnishes evidence of such qualification to Landlord in accordance with the notice provisions of this Lease.

If Tenant uses contract labor, Tenant shall require its contractor to maintain the above referenced coverage and furnish copies of certificates of insurance as required herein.

9.2.4 Environmental Liability. This insurance shall be maintained in force for the full period of this Contract and cover losses caused by pollution conditions including, but not limited to, any spill, underground pollution or any other environmental impairment. It shall apply to bodily injury;


(including death) property damage, including loss of use of damaged property or of property that has not been physically injured; cleanup costs; including, but not limited to, any costs required under CERCLA; and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims. If coverage is written on a claims made basis, Contractor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning from the time the Contract has expired. Coverage shall not be less than:

$1,000,000.00 per loss $2,000,000.00 Annual aggregate

10. INDEMNIFICATION.

10.1 GENERAL INDEMNIFICATION. TENANT AGREES TO INDEMNIFY, DEFEND, REIMBURSE AND HOLD CITY, ITS COUNCIL MEMBERS, BOARD AND COMMISSION MEMBERS, OFFICIALS, AGENTS, GUESTS, INVITEES, CONSULTANTS AND EMPLOYEES FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PROCEEDINGS, SUITS, JUDGMENTS, COSTS, PENALTIES, FINES, DAMAGES, LOSSES, ATTORNEYS’ FEES AND EXPENSES ASSERTED BY ANY PERSON OR PERSONS, INCLUDING AGENTS OR EMPLOYEES OF TENANT OR CITY, BY REASON OF DEATH OR INJURY TO PERSONS, OR LOSS OR DAMAGE TO PROPERTY, RESULTING FROM OR ARISING OUT OF, THE VIOLATION OF ANY LAW OR REGULATION OR IN ANY MANNER ATTRIBUTABLE TO ANY ACT OF COMMISSION, OMISSION, NEGLIGENCE OR FAULT OF TENANT, ITS AGENTS OR EMPLOYEES, OR THE JOINT NEGLIGENCE OF TENANT AND ANY OTHER ENTITY, AS A CONSEQUENCE OF ITS EXECUTION OR PERFORMANCE OF THIS LEASE OR SUSTAINED IN OR UPON THE PREMISES, OR AS A RESULT OF ANYTHING CLAIMED TO BE DONE OR ADMITTED TO BE DONE BY TENANT HEREUNDER. THIS INDEMNIFICATION SHALL SURVIVE THE TERM OF THIS LEASE AS LONG AS ANY LIABILITY COULD BE ASSERTED. NOTHING HEREIN SHALL REQUIRE TENANT TO INDEMNIFY, DEFEND OR HOLD HARMLESS ANY INDEMNIFIED PARTY FOR THE INDEMNIFIED PARTY’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.2 ENVIRONMENTAL.

10.2.1 Definitions.

(a) Hazardous Material. Hazardous Material means any substance:

(i) the presence of which requires investigation, notice or remediation under any federal, state or local statute,


regulation, ordinance, order, action, policy or common law; or

(ii) which is or becomes defined as a "hazardous material,"

"hazardous waste," "hazardous substance," "regulated substance," "pollutant" or "contaminant" under any federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. (S)9601 et seq.), Toxic Substances Control Act (15 U.S.C. (S)2601 et seq.), and/or the Resource Conservation and Recovery Act (42 U.S.C. (S)6901 et seq.); or

(iii) which is toxic, explosive, corrosive, flammable, infectious,

radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, or of the State in which the Premises are located or any political subdivision thereof; or

(iv) the presence of which on the Premises causes or threatens to

cause a nuisance upon the Premises or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Premises; or

(v) which contains gasoline, diesel fuel or other petroleum

hydrocarbons; or (vi) which contains polychlorinated biphenyls (PCBs), asbestos

or urea formaldehyde foam insulation; or (viii) radon gas.

(b) Environmental Requirements. Environmental Requirements means all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items, of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of human health or the environment, including, without limitation:

(i) All requirements, including but not limited to those pertaining to reporting, licensing, permitting, investigation, and


remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials, chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials or wastes whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials, or wastes, whether solid, liquid, or gaseous in nature; and (ii) All requirements pertaining to the protection of the health and safety of employees or the public.

(c) Environmental Damages. Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys' fees and disbursements and consultants' and witnesses' fees, any of which are incurred at any time as a result of the existence of Hazardous Material upon, about, beneath the Premises or migrating or threatening to migrate to or from the Premises, or the existence of a violation of Environmental Requirements pertaining to the Premises, including without limitation:

(i) Damages for personal injury, or injury to property or natural resources occurring upon or off of the Premises, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest and penalties including but not limited to claims brought by or on behalf of employees of Tenant; (ii) Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation or remediation of such Hazardous Materials or violation of Environmental Requirements including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision or court, or reasonably necessary to make full economic use of the Premises and any other property in a manner consistent with its current use or otherwise expended in connection with such conditions, and including without limitation any attorneys' fees, costs and expenses


incurred in enforcing this agreement or collecting any sums due hereunder; (iii) Liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the items referenced herein; and (iv) Diminution in the value of the Premises and adjoining property, and damages for the loss of business and restriction on the use of or adverse impact on the marketing of rentable or usable space or of any amenity of the Premises and adjoining property.

10.2.2 Tenant's Obligation to Remediate. Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this agreement, Tenant shall, upon demand of Landlord, and at its sole cost and expense, promptly take all reasonable and necessary actions to remediate the Premises which are reasonably necessary to mitigate Environmental Damages or to allow full economic use of the Premises, or are required by Environmental Requirements, which remediation is necessitated by the (1) introduction of a Hazardous Material upon, about or beneath the Premises, except as otherwise permitted in the use provisions hereof, or (2) a violation of Environmental Requirements, either of which is caused by the actions of Tenant, its employees, agents, contractors, subcontractors, guests, invitees or licensees. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or restoration work, whether on or off of the Premises. Tenant shall take all actions necessary to restore the Premises in accordance with applicable environmental regulations to the condition existing prior to the introduction of Hazardous Material upon, about or beneath the Premises, notwithstanding any lesser standard of remediation allowable under applicable law or governmental policies. All such work shall be performed by one or more contractors, selected by Tenant and approved in advance and in writing by Landlord. Tenant shall proceed continuously and diligently with such investigatory and remedial actions, provided that in all cases such actions shall be in accordance with all applicable requirements of governmental entities. Any such actions shall be performed in a good, safe and workmanlike manner and shall minimize any impact on the business conducted at the Premises. Tenant shall pay all costs in connection with such investigatory and remedial activities, including but not limited to all power and utility costs, and any and all taxes or fees that may be applicable to such activities. Tenant shall promptly provide to Landlord copies of testing results and reports that are generated in connection with the above activities, and copies of any correspondence with any governmental entity related to such activities. Promptly upon completion of such investigation and remediation, Tenant shall permanently seal or cap all monitoring wells and test holes to industrial standards in compliance with applicable federal, state and local laws and regulations, remove all associated equipment, and restore the Premises to the maximum extent


possible, which shall include, without limitation, the repair of any surface damage, including paving, caused by such investigation or remediation hereunder. Provided, however, that Tenant shall not be obligated to remediate environmental damages which result from seepage of Hazardous Materials onto the Premises from adjacent property unless the presence on the adjacent property was caused by Tenant or its employees, agents, contractors, subcontractors, guests, invitees or licensees.

10.2.3 Notification. If Tenant shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or liability of Tenant for Environmental Damages in connection with the Premises or past or present activities of any person thereon, or that any representation set forth in this agreement is not or is no longer accurate, including but not limited to notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceeding, complaint, notice, order, writ, or injunction, relating thereto, then Tenant shall deliver to Landlord, within ten days of the receipt of such notice or communication by Landlord, a written description of such violation, liability, correcting information, or actual or threatened event or condition, together with copies of any such notice or communication. Receipt of such notice shall not be deemed to create any obligation on the part of Landlord to defend or otherwise respond to any such notification or communication.

10.2.4 Negative Covenants.

(a) No Hazardous Material on Premises. Except in strict compliance with all Environmental Requirements, and except as otherwise permitted in the use provisions hereof, Tenant shall not cause, permit or suffer any Hazardous Material to be brought upon, treated, kept, stored, disposed of, discharged, reLeased, produced, manufactured, generated, refined or used upon, about or beneath the Premises by Tenant, its agents, employees, contractors, subcontractors, guests, licensees or invitees, or any other person. Tenant shall deliver to Landlord copies of all documents which Tenant provides to any governmental body in connection with compliance with Environmental Requirements with respect to the Premises, such delivery to be contemporaneous with provision of the documents to the governmental agency. (b) No Violations of Environmental Requirements. Tenant shall not cause, permit or suffer the existence or the commission by Tenant, its agents, employees, contractors, subcontractors or guests, licensees or invitees, or by any other person a violation of any Environmental Requirements upon, about or beneath the Premises or any portion thereof. (c) No Environmental or Other Liens. Tenant shall not create or suffer or permit to exist with respect to the Premises, any lien, security interest or other charge or encumbrance of any kind, including without limitation,


any lien imposed pursuant to section 107(f) of the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. section 9607(l) or any similar state statute to the extent that such lien arises out of the actions of Tenant, its agents, employees, contractors, subcontractors or guests, licensees or invitees.

10.2.5 Landlord's Right to Inspect and to Audit Tenant's Records. Landlord shall have the right in its sole and absolute discretion, but not the duty, to enter and conduct an inspection of the Premises and to inspect and audit Tenant's records concerning Hazardous Materials at any reasonable time to determine whether Tenant is complying with the terms of the Lease, including but not limited to the compliance of the Premises and the activities thereon with Environmental Requirements and the existence of Environmental Damages as a result of the condition of the Premises or surrounding properties and activities thereon. If Landlord has reasonable cause to believe Tenant is in default with respect to any of the provisions of this Lease related to Hazardous Materials, Environmental Requirements or Environmental Damages, then Landlord shall have the right, but not the duty, to retain at the sole expense of Tenant an independent professional consultant to enter the Premises to conduct such an inspection and to inspect and audit any public records or reports prepared by or for Tenant concerning such compliance. Tenant hereby grants to Landlord the right to enter the Premises and to perform such tests on the Premises as are reasonably necessary in the opinion of Landlord to assist in such audits and investigations. Landlord shall use reasonable efforts to minimize interference with the business of Tenant by such tests inspections and audits, but Landlord shall not be liable for any interference caused thereby.

10.2.6 Landlord's Right to Remediate. Should Tenant fail to perform or observe any of its obligations or agreements pertaining to Hazardous Materials or Environmental Requirements, then Landlord shall have the right, but not the duty, without limitation upon any of the rights of Landlord pursuant to this agreement, to enter the Premises personally or through its agents, consultants or contractors and perform the same. TENANT AGREES TO INDEMNIFY LANDLORD FOR THE COSTS THEREOF AND LIABILITIES THEREFROM AS SET FORTH IN THIS LEASE.

10.2.7 Landlord's Obligation to Remediate. Landlord agrees to remediate all Environmental Damages (1) caused by Landlord, its agents, employees, contractors, subcontractors, guests, licensees or invitees, or (2) not so caused but arising prior to Commencement Date hereof and not caused by Tenant, its agents, employees, contractors, subcontractors, guests, licensees or invitees.

10.2.8 Landlord's Obligation to Indemnify, Defend and Hold Harmless Concerning Environmental Matters. Landlord, its successors, assigns and guarantors, agree to defend, reimburse and hold harmless, if or to the extent permitted by law, the following persons from and against any and all Environmental Damages arising from activities of Landlord or its employees,


agents, contractors, subcontractors or guests, licensees, invitees; or which occurred prior to the Commencement Date (and were not caused by Tenant, its agents, employees, contractors, subcontractors, guests, licensees or invitees) which (1) result in the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises, or (2) result in the violation of any Environmental Requirements pertaining to the Premises and the activities thereon:

(a) Tenant; and,

(b) the directors, officers, shareholders, employees, partners, agents, contractors, subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees, heirs, devisees, successors, assigns and invitees of Tenant. This obligation shall include, but not be limited to, the burden and expense of the indemnified parties in defending all claims, suits and administrative proceedings, including attorneys' fees and expert witness and consulting fees, even if such claims, suits or proceedings are groundless, false or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons, and all such expenses incurred in enforcing the obligation to indemnify. Landlord, at its sole expense, may employ additional counsel of its choice to associate with counsel representing Tenant.

10.2.9 Survival of Environmental Obligations. The obligations of Landlord and Tenant as set forth in this Part 10 and all of its subparagraphs shall survive termination of this Lease.

10.2.10 ENVIRONMENTAL INDEMNIFICATION. TENANT AGREES

TO INDEMNIFY, DEFEND, REIMBURSE AND HOLD CITY AND ITS COUNCIL MEMBERS, BOARD AND COMMISSION MEMBERS, OFFICIALS, AGENTS, GUESTS, INVITEES, CONSULTANTS AND EMPLOYEES FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PROCEEDINGS, SUITS, JUDGMENTS, COSTS, PENALTIES, FINES, DAMAGES, LOSSES, ATTORNEYS’ FEES AND EXPENSES ASSERTED BY LOCAL, STATE OR FEDERAL ENVIRONMENTAL AGENCIES OR PRIVATE INDIVIDUALS OR ENTITIES IN CONNECTION WITH ENVIRONMENTAL DAMAGES OCCURRING ON OR OFF THE LEASED PREMISES OR AIRPORT PROPERTY , INCLUDING THE EXPENSE OF THE REMEDIATION THEREOF,RESULTING FROM OR ARISING OUT OF ACTS OR OMMISSIONS OF TENANT OR LESSEE’S AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, GUESTS, LICENSEES OR INVITEES. TENANT SPECIFICALLY AGREES TO INDEMNIFY, DEFEND, REIMBURSE AND HOLD HARMLESS CITY AGAINST ALL CLAIMS, DAMAGES AND LIABILITIES OF WHATEVER NATURE ASSERTED UNDER CERCLA. TENANT SHALL BE


RESPONSIBLE AND LIABLE FOR ANY SPILL, UNDERGROUND POLLUTION OR ANY OTHER ENVIRONMENTAL IMPAIRMENT INCIDENT CAUSED BY ACTS OR OMISSIONS OF TENANT OR ANY PERSON ACTING ON BEHALF OF TENANT REGARDLESS OF WHEN SUCH INCIDENT IS DISCOVERED. TO THE EXTENT THAT TENANT IS NOT RESPONSIBLE FOR THE REMEDIATION OR OTHER DAMAGES UNDER THIS LEASE, LANDLORD AGREES, IF AND TO THE EXTENT PERMITTED UNDER TEXAS LAW, TO INDEMNIFY, DEFEND, REIMBURSE AND HOLD TENANT, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, GUESTS, INVITEES, CONSULTANTS AND EMPLOYEES FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PROCEEDINGS, SUITS, JUDGMENTS, COSTS, PENALTIES, FINES, DAMAGES, LOSSES, ATTORNEYS’ FEES AND EXPENSES ASSERTED BY LOCAL, STATE OR FEDERAL ENVIRONMENTAL AGENCIES OR PRIVATE INDIVIDUALS OR ENTITIES IN CONNECTION WITH OR RESULTING FROM OR ARISING OUT OF THE HANDLING, COLLECTION, TRANSPORTATION, STORAGE, DISPOSAL, TREATMENT, RECOVERY, AND/OR REUSE OF WASTE COLLECTED, TRANSPORTED OR PLACED WITHIN A LANDFILL OR ANY CLEANUP ASSOCIATED WITH ENVIRONMENTAL CONTAMINATION, WHETHER SUCH CLEANUP IS OF AIR, SOIL, STRUCTURE, GROUND WATER OR SURFACE WATER CONTAMINATION OTHER THAN BY THE ACTS OR OMISSIONS OF TENANT OR ANY PERSON ACTING ON BEHALF OF TENANT. LANDLORD SPECIFICALLY AGREES, IF AND TO THE EXTENT PERMITTED UNDER TEXAS LAW, TO INDEMNIFY, DEFEND AND HOLD HARMLESS TENANT AGAINST ALL CLAIMS, DAMAGES AND LIABILITIES OF WHATEVER NATURE ASSERTED UNDER CERCLA OTHER THAN FOR THE ACTS OR OMISSIONS OF TENANT OR LESSEE’S AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, GUESTS, LICENSEES OR INVITEES, OR ANY OTHER PERSON ACTING ON BEHALF OF TENANT. LANDLORD SHALL BE RESPONSIBLE AND LIABLE FOR ANY SPILL, UNDERGROUND POLLUTION OR ANY OTHER ENVIRONMENTAL IMPAIRMENT INCIDENT CAUSED BY ACTS OR OMISSIONS OF LANDLORD REGARDLESS OF WHEN SUCH INCIDENT IS DISCOVERED. IT IS THE INTENT OF THE PARTIES THAT THIS SECTION SHALL IN NO WAY LIMIT OTHER COVERAGE HEREIN AS IT MAY RELATE TO ANY ENVIRONMENTAL CLAIM, DAMAGE, LOSS OR LIABILITY OF ANY KIND.


10.3 PROSPECTIVE APPLICATION. ANY AND ALL INDEMNITY PROVIDED FOR IN THIS LEASE SHALL SURVIVE THE EXPIRATION OF THIS LEASE AND THE DISCHARGE OF ALL OTHER OBLIGATIONS OWED BY THE PARTIES TO EACH OTHER HEREUNDER AND SHALL APPLY PROSPECTIVELY NOT ONLY DURING THE TERM OF THIS LEASE BUT THEREAFTER SO LONG AS ANY LIABILITY (INCLUDING BUT NOT LIMITED TO LIABILITY FOR CLOSURE AND POST CLOSURE COSTS) COULD BE ASSERTED IN REGARD TO ANY ACTS OR OMISSIONS OF TENANT IN PERFORMING UNDER THIS LEASE.

10.4 APPLICATION TO SURROUNDING PROPERTY. THE INDEMNIFICATION

PROVISIONS OF THIS LEASE EXTEND TO CLAIMS AND ASSESSMENTS RELATING TO RUNOFF, LEACHATE, OR OTHER INFILTRATION THAT MAY OCCUR OR HAS OCCURRED AT OR NEAR THE SITE OF LANDFILLS, TRANSFER STATIONS, OR OTHER SOLID WASTE FACILITIES AND SURROUNDING AREAS AND FOR WHICH LIABILITY IS ASSERTED TO HAVE EXISTED FROM OPERATION OF THE LEASED PREMISES BY TENANT.

11. TERMINATION OF LEASE.

11.1 Termination. A finding of violation of any applicable law or regulation by a trial court or state or federal regulatory agency having jurisdiction is a material breach of this Lease for which Landlord may terminate the Lease or elect such other remedy as Landlord may be entitled to hereunder, at law or in equity..

11.2 Abandonment/Default. In the event Tenant shall (1) abandon the Leased

Premises or (2) default in performance of any of the covenants and conditions required herein to be kept and performed by Tenant and such default continues for a period of thirty (30) days after notice thereof, Landlord shall have the right to re-ener and take possession of the Leased Premises and all personal property therein and to remove Tenant and Tenant’s agents and employees therefrom, and either: (1) terminate this Lease and sue Tenant for damages for breach of the obligations of Tenant to Landlord under this Lease; or, (2) without terminating this lease, re-let, assign or sublet the Leased Premises and personal property, as the agent and for the account of the Tenant with a new tenant for such period as Landlord may deem best and collect any rent due upon any such re-letting. In this event, the rents received on any such re-letting shall be applied first to the expenses of re-letting and collecting, including, without limitation, all repossession costs, reasonable attorneys' fees, and real estate brokers' commissions, alteration costs and expenses of preparing such Premises for re-letting, and thereafter toward payment of the rental and of any other amounts payable by Tenant to Landlord. If the sum realized shall not be sufficient to pay the rent and other charges due from Tenant, then within five (5) days after demand, Tenant will pay to Landlord any deficiency as it accrues. Landlord may sue therefore as each deficiency shall arise if Tenant shall fail to pay such deficiency within the time limited. In the event Landlord elects to re-enter or take


possession of the Premises, Tenant shall quit and peaceably surrender the Premises to Landlord, and Landlord may enter upon and re-enter the Premises and possess and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess and remove Tenant and may have, hold and enjoy the Premises and the right to receive all rental income of and from the same.. Likewise, if Landlord shall default in performance of any of the covenants and conditions required herein to be kept and performed by Landlord, and such default continues for a period of thirty (30) days after notice thereof, Tenant shall have the right to terminate this Lease. Notice shall be sufficient if given in accordance with the notice provision in this Lease

11.3 Bankruptcy or Insolvency. In the event Tenant: (1) files a voluntary petition in

bankruptcy or is adjudicated a bankrupt or insolvent, or takes the benefit of any relevant legislation that may be in force for bankrupt or insolvent debtors or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation, or proceedings are taken by Tenant under any relevant Bankruptcy Act in force in any jurisdiction available to Tenant, or Tenant seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises, or makes any general assignment for the benefit of creditors, or (2) a petition is filed against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation, and shall remain undismissed for an aggregate of one hundred twenty (120) days, or if any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises is appointed without the consent or acquiescence of Tenant and such appointment remains un-vacated for an aggregate of twenty (20) days; then either such event shall constitute a default by Tenant and Landlord shall have the right to terminate this Lease.

11.4 Re-entry By Landlord. In the event Landlord elects to re-enter or take possession

of the Leased Premises, Tenant shall quit and peaceably surrender the Premises to Landlord, and Landlord may enter upon and re-enter the Premises and possess and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess and remove Tenant and may have, hold and enjoy the Premises and the right to receive all rental income of and from the same. Upon termination of this dLease, Landlord may re-enter and take immediate possession of the Leased Premises and remove Tenant's effects, property and improvements, with or without process of law, without being deemed guilty of trespassing. Any property, effects or improvements left by Tenant and not removed or retrieved within thirty (30) days of termination of this Lease, shall be deemed abandoned by Tenant and subject to disposal at the discretion of Landlord. Tenant shall reimburse Landlord for any storage fees incurred by Landlord in temporarily holding property of Tenant. Landlord shall not be liable for damages by reason of re-entry.


11.5 Possession. Tenant agrees at the termination of this Lease to deliver possession peacefully to the Landlord or its agents or employees; and if it fails to give peaceful possession, Landlord may take forceful possession of the leased property and eject all parties therefrom without being guilty of trespass; and all resulting damages are hereby waived.

11.6 Attorneys’ Fees and Expenses. In the event of the breach of any of the covenants,

conditions or obligations contained herein by the Tenant, or if it becomes necessary for the Landlord to employ attorneys to enforce its rights accruing as a result of such default, Tenant agrees to pay Landlord reasonable attorneys' fees and all costs of court and expenses incurred as a result.

11.7 Other Remedies. Any termination of this Lease arising from Tenant's default

shall not relieve Tenant from the payment of any sum or sums that are due and payable to Landlord under this Lease, or any claim for damages then or thereafter accruing against Tenant under this Lease. Any such termination shall not prevent Landlord from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law or from recovering damages from Tenant for any default under this Lease. All rights, options, and remedies of Landlord contained in this Lease or otherwise shall be construed and held to be cumulative, and no one of them shall be exclusive of the other; and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. No waiver by Landlord of a breach of any of the covenants, conditions, or restrictions of this Lease shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other covenant, condition or restriction contained in this Lease.

11.8 Removal of Improvements. All equipment, machinery, and trade fixtures

installed on the Leased Premises by Tenant shall remain the property of Tenant and shall be removed within thirty (30) days after the termination of this Lease, provided Tenant is not then in default in the performance of any of its obligations or covenants herein contained, and provided further that any damage to the realty or structure upon which such items are situated or installed from their removal is fully repaired by Tenant at time of removal. No equipment, machinery, or trade fixtures installed on the Leased Premises by Tenant shall be removed by Tenant until all rentals due Landlord by Lesse shall have been paid in full. Not withstanding the foregoing, all property remaining on the Leased Premises after the expiration of sixty (60) days following the termination of this Lease, however terminated, shall be deemed abandoned by Tenant and shall become the property of Landlord.

12. WARRANTY OF TITLE AND QUIET ENJOYMENT.

12.1 Landlord covenants that Landlord has the right to lease the Premises in the manner described herein and that Tenant shall peaceably and quietly have, hold, occupy, and enjoy the Premises during the term of the lease subject to the terms


and conditions hereof.

13. MISCELLANEOUS.

13.1 Relationship of Landlord and Tenant. The relationship between Landlord and Tenant at all times shall remain solely that of landlord and tenant and shall not be deemed a partnership or joint venture.

13.2 Parties Bound. This agreement shall be binding upon and inure to the benefit of

the parties of this Lease and their respective successors and assigns. 13.3 Headings. The paragraph headings contained herein are for convenience and

reference and are not intended to define, extend or limit the scope of any provision of this Lease.

13.4 .No Assignment. Except as otherwise provided herein, Tenant shall not transfer,

assign, sublet, license, encumber or pledge the Leased Premises or this Lease, in whole or in part, without the prior written consent of Landlord.

13.5 Texas Law to Apply. The parties hereby agree that Texas law will control the

interpretation or enforcement of this Lease. This Lease has been executed in Texas, and all obligations hereunder are performable in Tom Green County, Texas.

13.6 Invalid or Illegal Provisions. If any one or more provisions of this Lease are for

any reason held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability will not affect any other provision of the Lease, which will be construed as if it had not included the invalid, illegal or unenforceable provision.

13.7 No Waiver of Breach. No assent, or waiver expressed or implied, or failure to

enforce, as to any breach of any one or more of the covenants or agreements herein shall be deemed or taken to be a waiver of any succeeding or additional breach.

13.8 Notices. Any formal notice required or permitted under this Lease shall be

deemed sufficiently given if it is in writing and personally delivered, or sent by overnight express delivery service or deposited in the United States mail, postage prepaid and sent by registered or certified mail (return receipt requested) to the party to whom said notice is to be given. Notices delivered in person, or by overnight express delivery service, shall be deemed to be served effective as of the date the notice is delivered. Notices sent by registered or certified mail (return receipt requested) shall be deemed to be served three (3) days after the date said notice is postmarked to the addressee, postage prepaid.

Until changed by written notice given by one party to the other, the addresses of the parties shall be as follows:


LANDLORD: CITY OF SAN ANGELO

San Angelo Regional Airport–Mathis Field Attn: Airport Director 8618 Terminal Circle, Ste. 101

San Angelo, Texas 76904

TENANT SKYLINE AVIATION, INC. Attention : Blake Gossett

8926 Hangar Rd. San Angelo, Texas 76904

13.9 Venue. Parties agree that venue shall be in Tom Green County, Texas. 13.10 Inurements. The covenants and agreements herein contained shall bind and inure

to the benefit of Landlord and Tenant and their respective successors. This Lease shall be signed by the parties in duplicate, each of which shall be a complete and effective original lease.

13.11 Survival of Claims. The provisions of the Agreement relating to indemnification

from one party hereto to the other party shall survive any termination or expiration of this Lease. Additionally, any provisions of this Lease which require performance subsequent to the termination or expiration of this Lease shall also survive such termination or expiration.

13.12 Remedies. Any termination of this Lease shall not relieve either party from the

payment of any sum or sums that are due and payable under this Lease or any claim for damages then or thereafter accruing under this Lease. Any such termination shall not prevent either party from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for under the terms hereof, or by law, or from recovering damages under this Lease. All rights, options, and remedies of either party contained in this Lease or otherwise shall be construed and held to be cumulative, and no one of them shall be exclusive of the other; and either party shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. No waiver of breach of any of the covenants, conditions, or restrictions of this Lease shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other covenant, condition or restriction contained in this Lease.

13.13 Entire Agreement/Amendments. This Lease constitutes the entire agreement

between the parties; and Landlord is not bound by any agreement, condition or stipulation, understanding or representation made by any of Landlord's agents not contained herein. No amendment to this Lease shall be effective unless such is in writing and signed by both parties



EXECUTED in duplicate originals on the dates specified below.

LESSOR: CITY OF SAN ANGELO

By:

Daniel Valenzuela, City Manager

ATTEST: Date: Alicia Ramirez, City Clerk

SKYLINE AVIATION, INC.

By: r Blake Gossett, President

ATTEST: Date: By:

Name:

Title:

STATE OF TEXAS § COUNTY OF TOM GREEN § This instrument was acknowledged before me on the _____ day of ________________, 2012, by Daniel Valensuela, as City Manager of the City of San Angelo, a Texas home-rule municipal corporation on behalf of said corporation.

Notary Public, State of Texas

THE STATE OF TEXAS § COUNTY OF TOM GREEN § This instrument was acknowledged before me on the day of , 2012, by Blake Gossett as President of Skyline Aviation, Inc., a Texas for profit corporation, and , its , on behalf of said corporation.

Notary Public, State of Texas


APPROVED AS TO CONTENT: APPROVED AS TO FORM: Luis E. Elguezabal, Airport Director Dan T. Saluri, Sr. Asst. Atty.

APPROVED FOR INSURANCE AND INDEMNIFICATION: John Seaton, Risk Manager

AIRPORT PROPERTY LEASE AND LICENSE AGREEMENT

This Airport Lease and License Agreement ("Lease") is entered into between the CITY OF SAN ANGELO, a Texas home-rule municipal corporation, acting by and through its duly authorized City Manager ("Landlord" or "City"), and SKYLINE AVIATION, INC., a Texas for profit corporation, acting by and through its designated Chief Executive Officer pursuant to its bylaws and a resolution of its Board ofDirectors ("Tenant").

RECITALS:

A. Landlord is the owner and operator of the San Angelo Regional Airport-Mathis Field located at 8618 Terminal Circle, San Angelo, Texas ("Airport"); and

B. Tenant desires to engage in an aeronautical fixed base operation in common with others so licensed, which may include: (1) sales, service and rental of aircraft and aircraft engines, parts, equipment, and avionics; (2) storing, dispensing, self-fueling and sale of aircraft fuel propellants and lubricants; (3) performing aircraft maintenance; (4) conducting aircraft charter and local flight service, flight instruction, flying school operations; and (5) any other activity reasonably incidental to the providing of airport related flying services.

C. Landlord deems it advantageous to grant to Tenant the right to conduct the aeronautical fixed base operation hereinabove described;

NOW, THEREFORE, in consideration of the mutual covenants, promises and terms herein contained, Landlord and Tenant agree as follows:

1. PREMISES

1.1 In consideration of the mutual covenants, promises, terms and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which is herby acknowledged by each of the parties hereto, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, subject to Landlord's option described at part 1.2 below, the following Premises:

A 1.657 acre tract (approximately 72,163 square feet) ofland including a hangar with offices (approximately 15,378 square feet, hereinafter "Hangar"), said 1.657 acre tract being more particularly described on Exhibit "A", which is attached hereto and incorporated by reference, the same as if fully copied and set forth at length. All of said property is located at 8926 Hangar Road, San Angelo Regional Airport-Mathis Field ("Airport"), Tom Green County, Texas.

Said tract is hereinafter referred to as the "Premises" or the "Property". TENANT HAS EXAMINED, AND ACCEPTS THE HANGAR, IMPROVEMENTS, AND ANY FIXTURES ON THE PREMISES, IN ITS PRESENT "AS-IS" PHYSICAL CONDITION. NO REPRESENTATION, STATEMENT, OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN MADE BY OR ON BEHALF OF LANDLORD AS TO THE CONDITION OF THE PREMISES, OR AS TO THE USE THAT MAY BE MADE OF THE

PREMISES. IN NO EVENT SHALL LANDLORD BE LIABLE FOR ANY REASONABLY APPARENT DEFECT IN THE PREMISES OR FOR ANY LIMITATION ON THE USE OF THE PREMISES NOT WITHIN THE LANDLORD'S CONTROL.

1.2 Landlord Option. Landlord shall have the option during the initial term of this Lease and any extensions thereof, on sixty (60) day written notice to Tenant, to terminate the Lease with respect to that certain portion of the leased premises referred to as "Tract 2" as described in Exhibit "A", attached hereto and made a part hereof for all purposes.:

2. TERM.

Tenant shall, without further notice, peacefully surrender possession and use of Tract 2 to Landlord on or before the sixty first day after Landlord's written notice is given to Tenant. From and after the day that Landlord resumes the possession and use of Tract 2, the rent due hereunder shall be proportionately reduced based upon the ratio of the land area of Tract 2 described in Exhibit "A" to the land area of the Leased Premises, applying the then applicable Airport Schedule of Rates and Charges for the rental of land; i.e. the "Land Rate".

2.1 Fixed Beginning and Termination Date. This Lease is granted for a term of five (5) years beginning January 1_, 2013, and continuing through December 31, 2017.

2.2 Tenant Options to Extend Lease Term.. On the terms and conditions set forth herein, Tenant shall have three, successive options to renew the Lease, each option being for an additional term of five (5) years, the first option extending the term through December 31, 2022, the second option extending the term through December 31, 2027, and the third option extending the term through December 31, 2032, for a total of twenty (20) years, but in no event to extend the term beyond December 31, 2032,

Each extension of the Lease term shall be under the terms, conditions and covenants contained in this Lease, subject to: (a) adjustment of rent by application of the then applicable Airport Schedule of Rates and Charges for rent; and (b) amendment of the required insurance coverage limits applicable as determined by Landlord's Risk Manage.

The exercise of Tenant's Options under this part 2.2 shall be conditioned upon Tenant not then being in default of any term, condition or covenant in this Lease and further provided that Landlord is not prohibited from leasing said property pursuant to any agreement with or requirement from the United States Government such as those situations described in Section 6,2 of this Lease.

2.2.1 Tenant shall exercise each option to renew this Lease by notifying Landlord in writing and delivering such writing to Landlord at the address specified in Section 13.8, entitled "NOTICES", not more than one hundred eighty (180) days and not

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less that sixty ( 60) days prior to the expiration of the primary term. Landlord shall provide Tenant with the current, applicable Airport Schedule of Rates and Charges and the applicable required insurance coverage limits within twenty days of receipt of Tenant's notice of exercise of Tenant's option to extend the Lease term.

2.3 Holdover. Any holding over by Tenant of the Leased Premises after the expiration of this Lease term or any extension thereof shall operate and be construed only as a tenancy from month to month, terminable at the will of Landlord.

3. RENT.

3.1 Rent. Tenant shall pay rent to Landlord for the use of Leased Premises in advance, monthly, in the amount of Two Thousand One Hundred Twenty Two and 40/100 Dollars ($2, 122.40) per month, for a total annual rent of Twenty Five Thousand Four Hundred Sixty-Eight and 85/100 Dollars ($25,468.85) per year. The above rents shall be adjusted effective the first month following every fifth year anniversary of the Lease term by use of the below method (Rent Adjustment), multiplying the rent times the Dallas/Fort Worth Consumer Price Index ("CPI"), to be calculated thirty (30)-days prior to the end of each five (5) year period. The rent shall be adjusted every five (5) years until the expiration of the Lease, in like manner. In no event shall an adjustment of rent based upon the CPI Index as described, result in a reduction of the current rent at the time the rent adjustment is calculated.

31.1 Rent Adjustment - CPl. After the expiration of five ( 5) years, and at the expiration of each five (5) year period thereafter so long as the lease term shall continue, the Annual Rent will be adjusted to the then current, applicable Airport Schedule of Rates and Charges.

3.2 Time. The first of such monthly rental payments shall be due and payable on January 1, 2013, and subsequent payments shall be due and payable on the lOth day of each succeeding month thereafter during the term of this Lease. At the time rent is due monthly under this Lease, Tenant agrees that payment of all fuel flowage fees duly authorized by the City Council of the City of San Angelo incurred during the prior calendar month shall be due and payable, and shall be treated as Additional Rent due under this Lease. Tenant's failure to make timely payment of all fuel flowage fees due hereunder shall constitute a material breach of this Lease. Landlord shall be entitled to all remedies authorized under federal or state law to collect the past due fuel flowage fees, in addition to remedies authorized under this Lease for default, including non-payment of rent.

3.3 Place ofPayment. All payments due by Tenant to Landlord under this Lease shall be made at the Airport Director's office at San Angelo Regional Airport-Mathis Field, 8618 Terminal Circle, Suite 101, San Angelo, Texas 76904, or at such other place as Landlord may from time to time designate by written notice to Tenant.

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3.4 Delinquent Payments. Tenant shall pay to Landlord a late charge or interest for any rent or Additional Rent past due in accordance with established City ordinances, provided however, that this provision for late charges or interest shall not be construed as a waiver of the right of Landlord to terminate this Lease at its option as authorized herein.

4. GRANT OF LICENSE.

4.1 Landlord grants Tenant a non-exclusive license, concurrent with the hereindescribed Lease to engage, in common with others so licensed, in an aeronautical business which may consist of a flying service, including the sales, service and rental of aircraft and aircraft engines, parts, radios, equipment, fuel propellants, and lubricants; sales demonstrations of aircraft and aircraft accessories; conduct of aircraft charter and local flight service; flight instruction; flying school operations; and, any other activities reasonably incidental to a flying service upon the Airport property generally. Tenant shall confine his operation at the Airport to the Leased Premises described on Exhibits A, except for servicing of aircraft upon the ramp and loading apron adjacent to the Airport terminal building provided, however, that under exceptional circumstances, Tenant may service and store aircraft on any other part of the Airport designated by the Airport Manager, except on Premises leased exclusively to another operator. It is agreed that Tenant will not park any aircraft on the ramp when such parking obstructs airline operations. Any parking of aircraft on the ramp may be changed or stopped at any time when deemed necessary by the Airport Manager.

4.1.1 Insofar as the license granted herein is exercised for the purpose of selling aviation fuel, propellants and lubricants, the following conditions shall apply:

(a) Tenant shall have the right to offer the products of any dealer of his choice, provided that Tenant first furnish Landlord with a certified copy of the specifications of the product he proposes to offer, and provided that Landlord approves such product, which approval shall be in the sole discretion of Landlord, before it is offered for sale. Tenant shall furnish Landlord with a certified copy of any laboratory analysis of product as specified by Landlord upon request.

(b) The sale of such products to the general public shall be deemed a public service, and shall be offered to all customers without discrimination, and at prevailing current prices. Tenant shall at all times post on public display in Tenant's service area all current prices for products offered. A copy of each current price list shall be furnished to the Airport Manager as changes in product or pricing occur.


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(c) At the time monthly payment of rent is due, Tenant shall furnish Landlord with a copy of the supplier's delivery tickets for all aviation fuel delivered to Mathis Field for use or sale by Tenant from the previous month to date of payment of rent.

(d) At the time monthly payment of rent is due, Tenant shall furnish Landlord with a copy of all billing on fuel sales made to commercial carrier aircraft operating under contract with the City of San Angelo from the pevious month to date of payment of rent.

(e) Nothing contained herein shall be construed to grant or authorize the granting of an exclusive right within the meaning of the F.A.A.'s latest available edition AC 150/5190-6.

(f) Tenant shall furnish, install, and maintain during the term of this Lease and any extension thereof, at Tenant's expense, and in compliance with all applicable federal, state and local law, rules and regulations, fuel storage facilities adequate for proper, safe and environmentally compliant operation of Tenant's aeronautical business as described herein. Subject facilities will be located on Airport property in the area designated by the Airport Manager. No charges will be levied for the use of designated Airport land but all expenses for expanding the fences and construction of fixtures and facilities shall be born by the Tenant. All fueling facilities and procedures shall conform to pertinent Airport fire and safety regulations.

(g) At the time monthly payment of rent is due, Tenant shall pay, and continue to pay in a timely manner, all applicable fuel flowage fees and any other required Airport fees authorized by federal or state law or by the City Council of the City of San Angelo (Fuel Flowage Fees).

4.2 Tenant shall confine its operation at the Airport to its exclusive area and to those portions of the aircraft ramp area that are designated by the Airport Director. Tenant shall not solicit sales or services for aircraft that are parked or stored in any exclusive area of another fixed based operator located on the Airport.

5. UTILITIES, TAXES AND FEES.

5.1 Utilities. Tenant shall pay before past due or cause to be timely paid all charges for water, sewer, gas, electricity, telephone, cable, trash collection and any and all other utilities or services used or consumed on Leased Premises or incurred in relation to Tenant's aeronautical business, throughout the term of this Lease, including any connection fees.

5.2 Taxes and Assessments. It is further understood and agreed that Tenant shall pay

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and discharge all taxes, general and special assessments and other charges of every description which during the term of this Lease may be levied on or assessed against the Leased Premises, inventory, personality and improvements thereon, whether belonging to Landlord or Tenant, or to which either of them may become liable. Tenant shall pay all such taxes, charges and assessments to the public officer charged with the collection thereof not less than fifteen (15) days before the same shall become delinquent, and TENANT AGREES TO INDEMNIFY AND SAVE HARMLESS LANDLORD FROM ALL SUCH TAXES, CHARGES AND ASSESSMENTS.

5.3 Incidental Fees. Tenant shall pay or cause to be paid all incidental charges, such as permit fees, incurred in connection with its operation and use of the Leased Premises.

6. LAWS, REGULATIONS AND LIMITATIONS.

6.1 Observance. Tenant shall observe and obey all applicable federal, state and local laws and regulations, including all Environmental Requirements, in the operation of Tenant's aeronautical business on Airport property and in the performance of its obligations under this Lease. Tenant also agrees to observe and obey all Airport rules and regulations promulgated and enforced by the City of San Angelo and by any other governmental authority having jurisdiction over the conduct of operations at the Airport.

6.2 Lease Limited. It is agreed that this Lease shall be limited, notwithstanding its terms, by the provision of any existing or future agreement between Landlord and the United States government, 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 expenditures of federal funds for the maintenance or development of the Airport.

6.3 Waste Water. If Tenant's use of the Premises results in the discharge or potential discharge of waste water, Tenant shall immediately apply to the Texas Commission on Environmental Quality (TCEQ) for a waste water discharge permit. Tenant shall also advise the Airport Director of the drains or other waste water facilities Tenant intends to use in disposing of waste waters. The Airport Director may designate sewers or other facilities for Tenant to use for disposal of waste water.

6.4 Hazardous Material/Contaminants. Tenant agrees that Tenant will not cause or permit release, discharge or spillage by Tenant, its licensees, officers, agents, employees, sublessees, business invitees or guests of any hazardous material or contaminants, either intentionally or accidentally, by act or omission, onto Premises or Airport property. If any such release, discharge, or spillage does occur, Tenant shall immediately notify the Airport Director and the TCEQ, promptly followed by written documentation of the notice and shall, at Tenant's expense, comply with all removal and cleanup directives or requirements issued.


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As between Landlord and Tenant, Tenant shall be solely liable for remedial costs and damages relating to any release, discharge or spillage of hazardous substances or contaminants as a result ofthe operation of Tenant's aeronautical business.

TENANT WARRANTS THAT IT HAS INSPECTED THE LEASED PREMISES TO ITS SATISFACTION AND THAT TENANT IS SATISFIED THAT THERE ARE NO HAZARDOUS WASTES OR CONTAMINANTS LOCATED THEREON. TENANT UNDERSTANDS THAT TENANT SHALL REMOVE ANY HAZARDOUS WASTE OR CONTAMINANT FROM PREMISES BEFORE TERMINATION OR ABANDONMENT OF THIS LEASE.

6.5 Easements. It is understood and agreed that this Lease is made subject and subordinate to the terms of any oil, gas and other mineral lease and right-of-way easements of any nature which may have been executed prior to this Lease or which may be executed hereafter by Landlord, in Landlord's sole discretion. If, however, any exploration or production occurs that materially interferes with the conduct of Tenant's business at the Leased Premises, Tenant may terminate this Lease by delivering written notice to Landlord as herein provided.

6.6 Non-discrimination. The Tenant for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree that: (1) no person on the grounds of race, creed, color, national origin or sex shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Airport facilities; (2) that in the construction or use of any improvements on, over or under such land and the furnishing of services thereon, no person shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination on the grounds of race, creed, color, national origin or sex.

In the event of breach of any of the preceding nondiscrimination covenant, Landlord shall have the right to declare Tenant to be in breach of this Lease agreement, to terminate this Lease, and to re-enter and repossess said Premises.

6.7 Compliance with ADA. Tenant agrees to comply fully with the provisions of the Americans with Disabilities Act.

6.8 Compliance with the Department of Homeland Security. Tenant agrees to comply fully with the guidelines set forth in 49 CFR Part-1542 Airport Security in all pertinent parts as directed either by representatives of the federal government or the Airport Director or his designee.

6.9 Relationships. Tenant, its agents, servants and employees agree to maintain a friendly and cooperative, though competitive, relationship with other companies engaged in similar or like business on Airport Premises. Except in connection with judicial proceedings, Tenant shall not engage in open public disputes, disagreements, or conflicts regarding activities at the Airport which would tend to


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deteriorate the quality of the service of Tenant or its competitors or which would be incompatible with the best interest of the public at the Airport.

7. CONDITION AND USE OF LEASED PREMISES.

7.1 NO WARRANTY. LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE LEASED PREMISES, OR ANY IMPROVEMENTS THEREON, INCLUDING WARRANTY OF HABITABILITY OR FITNESS FOR A PARTICULAR USE. EXCEPT AS TO THE PORTION OF THE LEASED PREMISES DESCRIBED ON EXHIBIT B, ATTACHED, LESSOR WARRANTS THAT AT THE EFFECTIVE DATE OF THIS LEASE AGREEMENT SAID PREMISES ARE NOT IN VIOLATION OF APPLICABLE ENVIRONMENTAL REGULATIONS.

7.2 Acceptance and Use. Landlord and Tenant agree that the Leased Premises will be used as an aeronautical facility. Any other use must have the prior written consent of the City, evidenced by a written amendment to this Lease. Tenant accepts Leased Premises as suitable for such purpose.

7.3 Standards. Landlord reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to maintain standards relative to maximum heights for buildings or other structures and set-back building lines in relation to the runways, taxiways, navigational airspace, parking aprons, or other facility conditions, which would limit or impair the usefulness of the Airport Master Plan or constitute a hazard to aircraft.

7.4 Improvements and Modifications.

7.4.1 Tenant shall not alter or improve Leased Premises in any respect without Landlord's prior written consent. Any such alteration or improvement to which Landlord consents must fully comply with all laws, rules, regulations, codes, standards, and policies (including, without limitation, local Hangar codes and ordinances) of any governmental authority with jurisdiction over the Airport (including, without limitation, the City of San Angelo, Texas), Landlord may not unreasonably withhold its consent with regard to any alteration or improvement that Tenant proposes.

7.4.2 A notice of proposed construction or alterations, as required by Federal Aviation Regulations, C.F.R. Title 14, Chapter 1, Subchapter E, Part 77, shall be submitted to Landlord and the Federal Aviation Administration for approval the earlier of sixty (60) days prior to commencement of constructing any Hangar or structure on the Leased Premises or as otherwise required pursuant to the federal regulation.

7.4.3 No construction shall be commenced within or upon the Leased Premises until such proposed construction is approved in writing by Landlord and,


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if applicable, the Federal Aviation Administration, and any attempted construction commenced prior to receipt by Tenant of such written approval(s) shall, at the option of Landlord, constitute a breach of this Lease by Tenant.

7.5 Ingress and Egress. Tenant and its employees, patrons, guests, invitees, contractors and subcontractors, shall have the right of ingress to and egress from the Leased Premises and the right, in common with others so authorized, to use common areas of the Airport, including runways, taxiways, aprons, navigational facilities, roadways, parking areas, subject to federal, state, City and Airport rules and regulations.

7.6 Storage and Parking. Outside storage including, but not limited to, equipment, parts, accessories, vehicles (whether operable, abandoned or inoperable), is expressly prohibited. Other uses, including temporary parking of motor vehicles, incident to Tenant's operation, unless specifically approved herein, shall be upon the Leased Premises only. Tenant shall not use or permit employees, patrons, invitees or guests to use Airport property in a manner contrary to the rules and regulations of the Airport.

7.7 Aircraft and Vehicle Identification. Tenant agrees to register all aircraft and vehicles to be used in its business on the Airport property, with the Airport Director.

7.8 Noise Abatement. Tenant shall actively participate in and comply with all noise abatement procedures, policies and programs as set forth by Landlord.


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8. REPAIRS AND MAINTENANCE.

8.1 Tenant's Duties.

8.1.1 Except for the specific maintenance obligations Landlord undertakes hereunder, Tenant shall be responsible for the repair and maintenance of the Hangar fixtures and equipment, including: hangar structure, paving, fixtures, plumbing, air-conditioning and heating units (HV AC), water heaters, non-load bearing walls, paint, flooring, windows, window glass, plate glass, doors, hangar aircraft doors, pest control and extermination, and all equipment and improvements (hereinafter collectively referred to as "Improvements") that are presently located or to be located or constructed on the Leased Premises. In the event Tenant shall fail to keep said Improvements maintained as herein required, as determined in the sole discretion of Landlord, then the Landlord, after notice to Tenant of the default and providing time to comply as herein provided, shall have the power and express authority to cause or require the labor and materials to be expended that are reasonably necessary to accomplish the required maintenance, and Tenant expressly agrees that the reasonable cost of any such labor and materials shall be deemed additional rent, becoming past due thirty (30) days from the date on which any such maintenance work is completed and notice of the amount due is given to Tenant,

8.1.2 Tenant further agrees to keep and maintain the Leased Premises in a neat, clean and respectable condition by prompt removal of all trash, litter, debris and junk, and shall keep said Premises cleared of all objectionable matter. In the event Tenant shall fail to keep and maintain the Leased Premises as herein required, as determined in the sole discretion of Landlord, then the Landlord, after notice to Tenant of the default and providing time to comply as herein provided, shall have the power and express authority to cause or require the labor and materials to be expended that are reasonably necessary to accomplish the required maintenance, and Tenant expressly agrees that the reasonable cost of any such labor and materials shall be deemed additional rent, becoming past due thirty (30) days from the date on which any such maintenance work is completed and notice of the amount due is given to Tenant,

8.2 Landlord's Duties.

8.2.1 Landlord shall

(a maintain in good condition the structural parts of the Hangar building, namely the roof, foundation and load bearing and exterior walls, but excluding the maintenance obligations of the Tenant set forth herein;

(b Landlord shall repaint the exterior of the building one time within


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one year of the commencement of the initial Lease term. Thereafter, Tenant shall be solely responsible for painting and maintenance of the exterior of the hangar during the initial term of this Lease and any extensions thereof; and,

(c) Landlord will repair the parking lot paving within one year of the commencement of the initial Lease term. Thereafter, Tenant shall be solely responsible for maintenance of the parking lot and paving during the initial term of this Lease and any extensions thereof;

(d) Landlord will cause a qualified structural engineer to inspect the north exterior wall of the hangar for structural integrity and make any necessary repairs within one year of the commencement of this Lease.

(f) Landlord will inspect the hangar roof for leaks at the west exterior wall and make any necessary repairs.

8.2.2 Landlord shall maintain the common areas of the Airport facilities.

8.2.3 Landlord shall maintain and operate the Airport in compliance with the safety and security regulations established by the Federal Aviation Administration and other appropriate regulatory authorities.

8.2.4 Landlord shall maintain and operate San Angelo Regional Airport-Mathis Field with adequate and efficient personnel, keep in good repair the airport appurtenances and facilities, and keep access ways and approaches reasonably free from obstruction, congestion and interference.

8.2.5 If any such maintenance or repairs are necessitated solely by the acts of Tenant or its employees, agents, contractors, sub-contractors, licensees, invitees or guests, Tenant shall reimburse Lessosr for the reasonable cost thereof, as additional rent, to be paid within thirty (30) days after notice of such cost is given to Tenant as herein provided.

8.3 Force Majeure/National Emergency. Neither party hereto shall be liable to the other for any failure, delay, or interruption in the performance of any of the terms, covenants or conditions of this Lease due to causes beyond the control of that party including, without limitation, strikes, boycotts, labor disputes, embargoes, shortage of material, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other circumstances for which such party is not responsible or which is not in its power to control. During a time of war or national emergency, City reserves the right to alter, amend or suspend this Lease upon demand of military, naval or other proper authorities of the United States government or the State of Texas.

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8.4 Damage or Destruction of Leased Premises.

8.4.1 If the Leased Premises are partially damaged by fire, explosion, the elements, public enemy, or other casualty, but the Hangar is not rendered untenantable, in whole or in part, the Landlord shall proceed to complete the Structural Repair of the Hangar and Tenant shall repair all other damage at its cost and expense with due diligence.

8.4.2 If the damage shall be so extensive as to render the Hangar on the Leased Premises untenantable, in whole or in part, but in Landlord's estimation Structural Repair can be completed in one hundred and twenty (120) days, Landlord shall proceed to complete the Structural Repair of the Hangar and Tenant shall repair all other damage at its cost and expense with due diligence, and the rent payable herein shall be abated in proportion to the diminished utility of the Leased Premises from the time the damage occurs until Landlord completes Structural Repair of the Hangar.

8.4.3 In the event that the Hangar on Leased Premises is completely destroyed by fire, explosion, the elements, public enemy or other casualty, or so damaged that it will remain untenantable, in whole or in part, for more than one hundred and twenty (120) days, in Landlord's estimation of the time necessary for Structural Repair of the Hangar (the Restoration Estimate), either party to this Lease may terminate this Lease by delivering written notice to the other within fourteen (14) days after the delivery of Landlord's Restoration Estimate. Landlord must furnish that Restoration Estimate to Tenant within thirty (30) days after the occurrence of the damage. If neither party gives the other notice of termination of the Lease as hereinabove provided, Landlord shall proceed to complete the Structural Repair of the Hangar and T errant shall repair all other damage at its cost and expense with due diligence; and the rent payable herein shall be abated in proportion to the diminished utility of the Leased Premises from the time the damage occurs until Landlord completes Structural Repair of the Hangar.

8.4.4 If Landlord fails to complete the Structural Repair of the Hangar on the Leased Premises that renders the Hangar untenantable by the one hundred eightieth (180th) day after the occurrence of the structural damage to the Hangar, Tenant may terminate this Lease by giving a written notice of termination to Landlord as herein provided.

8.5 Right of Entry. Landlord or its designee may enter Leased Premises at any time upon reasonable notice to Tenant, for any purpose necessary, incidental to, or connected with the exercise of it duties and obligations as the Airport Owner, including, but not limited to the following: fire protection, security purposes, repairs, additions, alterations, or inspections for compliance with applicable law,


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regulation, or lease compliance.

9. INSURANCE.

9.1 General Conditions. The following conditions shall apply to all insurance policies obtained by Tenant for the purpose of complying with this Lease.

9 .1.1 Satisfactory Companies. Coverage shall be maintained with insurers and under forms of policies satisfactory to City and with insurers licensed to do business in Texas.

9 .1.2 Named Insureds. All insurance policies required herein shall be drawn in the name of Tenant, with City, its council members, board and commission members, officials, agents, guests, invitees, consultants and employees named as additional insureds, except on Workers' Compensation coverage.

9.1.3 Waiver of Subrogation. Tenant shall require its insurance carrier(s), with respect to all insurance policies, to waive all rights of subrogation against City, its council members, board and commission members, officials, agents, guests, invitees, consultants and employees. Landlord shall waive all claims against Tenant for damages covered normally by Fire and Casualty damage insurance with standard extended coverage.

9 .1.4 Certificates of Insurance. At or before the time of execution of this Lease, Tenant shall furnish City's Risk Manager with certificates of insurance as evidence that all of the policies required herein are in full force and effect and provide the required coverage and limits of insurance. All certificates of insurance shall clearly state that all applicable requirements have been satisfied. The certificates shall provide that any company issuing an insurance policy shall provide to City not less than thirty (30) days advance notice in writing of cancellation, non-renewal or material change in the policy of insurance. In addition, Tenant and insurance company shall immediately provide written notice to City's Risk Manager upon receipt of notice of cancellation of any insurance policy, or of a decision to terminate or alter any insurance policy. Copies of required endorsements will be attached to the certificates to confirm the required endorsements are in effect. Certificates of insurance and notices of cancellations, terminations or alterations shall be furnished to City's Risk Manager at City Hall, 72 West College or P.O. Box 1751, San Angelo, Texas 76903.

9.1.5 Tenant's Liability. The procurement of such policy of insurance shall not be construed to be a limitation upon Tenant's liability or as a full performance on its part of the indemnification provisions of this Lease. Tenant's obligations are, notwithstanding any policy of insurance, for the full and total amount of any damage, injury or loss caused by or attributable to its activities conducted at or upon the Premises. Failure of


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Tenant to maintain adequate coverage shall not relieve Tenant of any contractual responsibility or obligation.

9.1.6 Sub lessees' Insurance. Tenant shall cause each Sub lessee of Tenant to purchase and maintain insurance of the types and in the amounts specified below. Tenant shall require Sub lessees to furnish copies of certificates of insurance to Landlord's Risk Management Department evidencing coverage for each Sub lessee.

9.2 Types and Amounts of Insurance Required. Tenant shall obtain and continuously maintain in effect at all times during the term hereof, at Tenant's sole expense, insurance coverages on a primary basis, non-contributory with any other insurance coverage, as follows with limits not less than those set forth below:

9.2.1 Commercial General Liability (CGL) or equivalent Aviation Liability. This policy shall be an occurrence-type policy and shall protect the Tenant and additional insureds against all claims arising from bodily injury, sickness, disease or death of any person (other than the Tenant's employees) and damage to property of the City or others arising out of the act or omission of the Tenant or its agents and employees. There shall be no endorsement or modification of the GCL limiting the scope of coverage for liability assumed under the Lease or liability arising from pollution, explosion, collapse, underground property damage, or damage to the premises or improvements. This policy shall also include protection against claims for the contractual liability assumed by Tenant under the parts of this Lease entitled "Indemnification" and "Environmental Indemnification", including completed operations, products liability, contractual coverage, broad form property coverage, explosion, collapse, underground, Premises/operations, and independent contractors (to remain in force for two years after final payment). Coverage shall not be less than:

$ 2,000,000.00 $ 1,000,000.00 $ 1,000,000.00 $ 1,000,000.00 $ 500,000.00

General Aggregate Products- Completed Operations Aggregate Personal & Advertising Injury Each Occurrence Fire Damage (any one fire)

9.2.2 Business Automobile Liability. This policy shall be written in comprehensive form and shall protect Tenant and the additional insureds against all claims for injuries to members of the public and damage to property of others arising from the use of motor vehicles and shall cover operation on and off the Premises of all motor vehicles licensed for highway use, whether they are owned, non-owned or hired. Coverage shall not be less than:

$ 1,000,000.00


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Combined Single Limit

9.2.3 Comprehensive Aircraft Liability. This policy shall be an occurrence-type policy, written in comprehensive form and shall protect Tenant and additional insureds against all claims arising from bodily injury, sickness, disease or death of any person (other than Tenant's employees) and damage to property of Landlord or others arising out of the act or omission of the Tenant or Tenant's agents and employees. This policy shall also include protection against claims normally insured by personal injury liability coverage and claims pertaining to: the contractual liability assumed by Tenant under the paragraph of this Lease entitled "Indemnificatiion", completed operations, products liability, contractual liability, leased premises/operations, and independent contractors and shall include broad form property coverage. Coverage shall remain in force for two years after termination of this Lease and shal be as follows:

$ 500,000.00 $2,000,000.00

Each Passenger Each Occurrence

9.2.4 Workers' Compensation and Employer's Liability. If Tenant hires any employees, Tenant shall maintain Workers' Compensation and Employer's Liability insurance, which shall protect the Tenant against all claims under applicable state workers' compensation laws and employer's liability. The insured shall also be protected against claims for injury, disease or death of employees which, for any reason, may not fall within the provisions of a workers' compensation law. Coverage shall not be less than:

Statutory Amount $ 500.000.00 $ 500,000.00

$ 500,000.00

Workers' Compensation Employer's Liability, Each Accident Employer's Liability, Disease - Policy Limit Employer's Liability, Disease - Each Employee

The foregoing requirement will not be applicable if, and so long as, Tenant qualifies as a self-insurer under the rules and regulations of the commission or agency administering the workers' compensation program in Texas and furnishes evidence of such qualification to Landlord in accordance with the notice provisions of this Lease.

If Tenant uses contract labor, Tenant shall require its contractor to maintain the above referenced coverage and furnish copies of certificates of insurance as required herein.

9.2.4 Environmental Liability. This insurance shall be maintained in force for the full period of this Contract and cover losses caused by pollution conditions including, but not limited to, any spill, underground pollution or any other environmental impairment. It shall apply to bodily injury;


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(including death) property damage, including loss of use of damaged property or of property that has not been physically injured; cleanup costs; including, but not limited to, any costs required under CERCLA; and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims. If coverage is written on a claims made basis, Contractor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning from the time the Contract has expired. Coverage shall not be less than:

$1,000,000.00 per loss $2,000,000.00 Annual aggregate

10. INDEMNIFICATION.

10.1 GENERAL INDEMNIFICATION. TENANT AGREES TO INDEMNIFY, DEFEND, REIMBURSE AND HOLD CITY, ITS COUNCIL MEMBERS, BOARD AND COMMISSION MEMBERS, OFFICIALS, AGENTS, GUESTS, INVITEES, CONSULTANTS AND EMPLOYEES FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PROCEEDINGS, SUITS, JUDGMENTS, COSTS, PENAL TIES, FINES, DAMAGES, LOSSES, ATTORNEYS' FEES AND EXPENSES ASSERTED BY ANY PERSON OR PERSONS, INCLUDING AGENTS OR EMPLOYEES OF TENANT OR CITY, BY REASON OF DEATH OR INJURY TO PERSONS, OR LOSS OR DAMAGE TO PROPERTY, RESULTING FROM OR ARISING OUT OF, THE VIOLATION OF ANY LAW OR REGULATION OR IN ANY MANNER ATTRIBUTABLE TO ANY ACT OF COMMISSION, OMISSION, NEGLIGENCE OR FAULT OF TENANT, ITS AGENTS OR EMPLOYEES, OR THE JOINT NEGLIGENCE OF TENANT AND ANY OTHER ENTITY, AS A CONSEQUENCE OF ITS EXECUTION OR PERFORMANCE OF THIS LEASE OR SUSTAINED IN OR UPON THE PREMISES, OR AS A RESULT OF ANYTHING CLAIMED TO BE DONE OR ADMITTED TO BE DONE BY TENANT HEREUNDER. THIS INDEMNIFICATION SHALL SURVIVE THE TERM OF THIS LEASE AS LONG AS ANY LIABILITY COULD BE ASSERTED. NOTHING HEREIN SHALL REQUIRE TENANT TO INDEMNIFY, DEFEND OR HOLD HARMLESS ANY INDEMNIFIED PARTY FOR THE INDEMNIFIED PARTY'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.2 ENVIRONMENTAL.

1 0.2.1 Definitions.

(a) Hazardous Material. Hazardous Material means any substance:

(i) the presence of which requires investigation, notice or remediation under any federal, state or local statute,


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regulation, ordinance, order, action, policy or common law; or

(ii) which is or becomes defined as a "hazardous material," "hazardous waste," "hazardous substance," "regulated substance," "pollutant" or "contaminant" under any federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. (S)9601 et seq.), Toxic Substances Control Act (15 U.S.C. (S)2601 et seq.), and/or the Resource Conservation and Recovery Act (42 U.S.C. (S)6901 et seq.); or

(iii) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, board, agency or instrumentality of the United States, or of the State in which the Premises are located or any political subdivision thereof; or

(iv) the presence of which on the Premises causes or threatens to cause a nuisance upon the Premises or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Premises; or

(v) which contains gasoline, diesel fuel or other petroleum hydrocarbons; or

(vi) which contains polychlorinated biphenyls (PCBs), asbestos or urea fmmaldehyde foam insulation; or

(viii) radon gas.

(b) Environmental Requirements. Environmental Requirements means all applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items, of all governmental agencies, departments, commissions, boards, bureaus, or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of human health or the environment, including, without limitation:

(i) All requirements, including but not limited to those pertaining to reporting, licensing, permitting, investigation, and


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remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials, chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials or wastes whether solid, liquid, or gaseous in nature, into the air, surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of chemical substances, pollutants, contaminants, or hazardous or toxic substances, materials, or wastes, whether solid, liquid, or gaseous in nature; and

(ii) All requirements pertaining to the protection of the health and safety of employees or the public.

(c) Environmental Damages. Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys' fees and disbursements and consultants' and witnesses' fees, any of which are incurred at any time as a result of the existence of Hazardous Material upon, about, beneath the Premises or migrating or threatening to migrate to or from the Premises, or the existence of a violation of Environmental Requirements pertaining to the Premises, including without limitation:

(i) Damages for personal injury, or injury to property or natural resources occurring upon or off of the Premises, foreseeable or unforeseeable, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest and penalties including but not limited to claims brought by or on behalf of employees of Tenant;

(ii) Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs incurred in connection with the investigation or remediation of such Hazardous Materials or violation of Environmental Requirements including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any federal, state or local governmental agency or political subdivision or court, or reasonably necessary to make full economic use of the Premises and any other property in a manner consistent with its current use or otherwise expended in connection with such conditions, and including without limitation any attorneys' fees, costs and expenses


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incurred in enforcing this agreement or collecting any sums due hereunder;

(iii) Liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the items referenced herein; and

(iv) Diminution in the value of the Premises and adjoining property, and damages for the loss of business and restriction on the use of or adverse impact on the marketing of rentable or usable space or of any amenity of the Premises and adjoining property.

1 0.2.2 Tenant's Obligation to Remediate. Notwithstanding the obligation of Tenant to indemnify Landlord pursuant to this agreement, Tenant shall, upon demand of Landlord, and at its sole cost and expense, promptly take all reasonable and necessary actions to remediate the Premises which are reasonably necessary to mitigate Environmental Damages or to allow full economic use of the Premises, or are required by Environmental Requirements, which remediation is necessitated by the ( 1) introduction of a Hazardous Material upon, about or beneath the Premises, except as otherwise permitted in the use provisions hereof, or (2) a violation of Environmental Requirements, either of which is caused by the actions of Tenant, its employees, agents, contractors, subcontractors, guests, invitees or licensees. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or restoration work, whether on or off of the Premises. Tenant shall take all actions necessary to restore the Premises in accordance with applicable environmental regulations to the condition existing prior to the introduction of Hazardous Material upon, about or beneath the Premises, notwithstanding any lesser standard of remediation allowable under applicable law or governmental policies. All such work shall be performed by one or more contractors, selected by Tenant and approved in advance and in writing by Landlord. Tenant shall proceed continuously and diligently with such investigatory and remedial actions, provided that in all cases such actions shall be in accordance with all applicable requirements of governmental entities. Any such actions shall be performed in a good, safe and workmanlike manner and shall minimize any impact on the business conducted at the Premises. Tenant shall pay all costs in connection with such investigatory and remedial activities, including but not limited to all power and utility costs, and any and all taxes or fees that may be applicable to such activities. Tenant shall promptly provide to Landlord copies of testing results and reports that are generated in connection with the above activities, and copies of any correspondence with any governmental entity related to such activities. Promptly upon completion of such investigation and remediation, Tenant shall permanently seal or cap all monitoring wells and test holes to industrial standards in compliance with applicable federal, state and local laws and regulations, remove all associated equipment, and restore the Premises to the maximum extent


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possible, which shall include, without limitation, the repair of any surface damage, including paving, caused by such investigation or remediation hereunder. Provided, however, that Tenant shall not be obligated to remediate environmental damages which result from seepage of Hazardous Materials onto the Premises from adjacent property unless the presence on the adjacent property was caused by Tenant or its employees, agents, contractors, subcontractors, guests, invitees or licensees.

10.2.3 Notification. If Tenant shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or liability of Tenant for Environmental Damages in connection with the Premises or past or present activities of any person thereon, or that any representation set forth in this agreement is not or is no longer accurate, including but not limited to notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceeding, complaint, notice, order, writ, or injunction, relating thereto, then Tenant shall deliver to Landlord, within ten days of the receipt of such notice or communication by Landlord, a written description of such violation, liability, correcting information, or actual or threatened event or condition, together with copies of any such notice or communication. Receipt of such notice shall not be deemed to create any obligation on the part of Landlord to defend or otherwise respond to any such notification or communication.

10.2.4 Negative Covenants.

(a) No Hazardous Material on Premises. Except in strict compliance with all Environmental Requirements, and except as otherwise permitted in the use provisions hereof, Tenant shall not cause, permit or suffer any Hazardous Material to be brought upon, treated, kept, stored, disposed of, discharged, reLeased, produced, manufactured, generated, refined or used upon, about or beneath the Premises by Tenant, its agents, employees, contractors, subcontractors, guests, licensees or invitees, or any other person. Tenant shall deliver to Landlord copies of all documents which Tenant provides to any governmental body in connection with compliance with Environmental Requirements with respect to the Premises, such delivery to be contemporaneous with provision of the documents to the governmental agency.

(b) No Violations ofEnvironmental Requirements. Tenant shall not cause, permit or suffer the existence or the commission by Tenant, its agents, employees, contractors, subcontractors or guests, licensees or invitees, or by any other person a violation of any Environmental Requirements upon, about or beneath the Premises or any portion thereof.

(c) No Environmental or Other Liens. Tenant shall not create or suffer or permit to exist with respect to the Premises, any lien, security interest or other charge or encumbrance of any kind, including without limitation,

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any lien imposed pursuant to section 107(f) of the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. section 9607(1) or any similar state statute to the extent that such lien arises out of the actions of Tenant, its agents, employees, contractors, subcontractors or guests, licensees or invitees.

10.2.5 Landlord's Right to Inspect and to Audit Tenant's Records. Landlord shall have the right in its sole and absolute discretion, but not the duty, to enter and conduct an inspection of the Premises and to inspect and audit Tenant's records concerning Hazardous Materials at any reasonable time to determine whether Tenant is complying with the terms of the Lease, including but not limited to the compliance of the Premises and the activities thereon with Environmental Requirements and the existence of Environmental Damages as a result of the condition of the Premises or surrounding properties and activities thereon. If Landlord has reasonable cause to believe Tenant is in default with respect to any of the provisions of this Lease related to Hazardous Materials, Environmental Requirements or Environmental Damages, then Landlord shall have the right, but not the duty, to retain at the sole expense of Tenant an independent professional consultant to enter the Premises to conduct such an inspection and to inspect and audit any public records or reports prepared by or for Tenant concerning such compliance. Tenant hereby grants to Landlord the right to enter the Premises and to perform such tests on the Premises as are reasonably necessary in the opinion of Landlord to assist in such audits and investigations. Landlord shall use reasonable efforts to minimize interference with the business of Tenant by such tests inspections and audits, but Landlord shall not be liable for any interference caused thereby.

10.2.6 Landlord's Right to Remediate. Should Tenant fail to perform or observe any of its obligations or agreements pertaining to Hazardous Materials or Environmental Requirements, then Landlord shall have the right, but not the duty, without limitation upon any of the rights of Landlord pursuant to this agreement, to enter the Premises personally or through its agents, consultants or contractors and perform the same. TENANT AGREES TO INDEMNIFY LANDLORD FOR THE COSTS THEREOF AND LIABILITIES THEREFROM AS SET FORTH IN THIS LEASE.

10.2.7 Landlord's Obligation to Remediate. Landlord agrees to remediate all Environmental Damages (1) caused by Landlord, its agents, employees, contractors, subcontractors, guests, licensees or invitees, or (2) not so caused but arising prior to Commencement Date hereof and not caused by Tenant, its agents, employees, contractors, subcontractors, guests, licensees or invitees.

10.2.8 Landlord's Obligation to Indemnify, Defend and Hold Harmless Concerning Environmental Matters. Landlord, its successors, assigns and guarantors, agree to defend, reimburse and hold harmless, if or to the extent permitted by law, the following persons from and against any and all Environmental Damages arising from activities of Landlord or its employees,


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agents, contractors, subcontractors or guests, licensees, invitees; or which occurred prior to the Commencement Date (and were not caused by Tenant, its agents, employees, contractors, subcontractors, guests, licensees or invitees) which (1) result in the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises, or (2) result in the violation of any Environmental Requirements pertaining to the Premises and the activities thereon:

(a) Tenant; and,

(b) the directors, officers, shareholders, employees, partners, agents, contractors, subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees, heirs, devisees, successors, assigns and invitees of Tenant. This obligation shall include, but not be limited to, the burden and expense of the indemnified parties in defending all claims, suits and administrative proceedings, including attorneys' fees and expert witness and consulting fees, even if such claims, suits or proceedings are groundless, false or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons, and all such expenses incurred in enforcing the obligation to indemnify. Landlord, at its sole expense, may employ additional counsel of its choice to associate with counsel representing Tenant.

10.2.9 Survival ofEnvironmental Obligations. The obligations ofLandlord and Tenant as set forth in this Part 10 and all of its subparagraphs shall survive termination of this Lease.

10.2.10 ENVIRONMENTAL INDEMNIFICATION. TENANT AGREES TO INDEMNIFY, DEFEND, REIMBURSE AND HOLD CITY AND ITS COUNCIL MEMBERS, BOARD AND COMMISSION MEMBERS, OFFICIALS, AGENTS, GUESTS, INVITEES, CONSULTANTS AND EMPLOYEES FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PROCEEDINGS, SUITS, JUDGMENTS, COSTS, PENALTIES, FINES, DAMAGES, LOSSES, ATTORNEYS' FEES AND EXPENSES ASSERTED BY LOCAL, STATE OR FEDERAL ENVIRONMENTAL AGENCIES OR PRIVATE INDIVIDUALS OR ENTITIES IN CONNECTION WITH ENVIRONMENTAL DAMAGES OCCURRING ON OR OFF THE LEASED PREMISES OR AIRPORT PROPERTY, INCLUDING THE EXPENSE OF THE REMEDIATION THEREOF,RESULTING FROM OR ARISING OUT OF ACTS OR OMMISSIONS OF TENANT OR LESSEE'S AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, GUESTS, LICENSEES OR INVITEES. TENANT SPECIFICALLY AGREES TO INDEMNIFY, DEFEND, REIMBURSE AND HOLD HARMLESS CITY AGAINST ALL CLAIMS, DAMAGES AND LIABILITIES OF WHATEVER NATURE ASSERTED UNDER CERCLA. TENANT SHALL BE


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RESPONSIBLE AND LIABLE FOR ANY SPILL, UNDERGROUND POLLUTION OR ANY OTHER ENVIRONMENTAL IMPAIRMENT INCIDENT CAUSED BY ACTS OR OMISSIONS OF TENANT OR ANY PERSON ACTING ON BEHALF OF TENANT REGARDLESS OF WHEN SUCH INCIDENT IS DISCOVERED. TO THE EXTENT THAT TENANT IS NOT RESPONSIBLE FOR THE REMEDIATION OR OTHER DAMAGES UNDER THIS LEASE, LANDLORD AGREES, IF AND TO THE EXTENT PERMITTED UNDER TEXAS LAW, TO INDEMNIFY, DEFEND, REIMBURSE AND HOLD TENANT, ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, GUESTS, INVITEES, CONSULTANTS AND EMPLOYEES FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PROCEEDINGS, SUITS, JUDGMENTS, COSTS, PENAL TIES, FINES, DAMAGES, LOSSES, ATTORNEYS' FEES AND EXPENSES ASSERTED BY LOCAL, STATE OR FEDERAL ENVIRONMENTAL AGENCIES OR PRIVATE INDIVIDUALS OR ENTITIES IN CONNECTION WITH OR RESULTING FROM OR ARISING OUT OF THE HANDLING, COLLECTION, TRANSPORTATION, STORAGE, DISPOSAL, TREATMENT, RECOVERY, AND/OR REUSE OF WASTE COLLECTED, TRANSPORTED OR PLACED WITHIN A LANDFILL OR ANY CLEANUP ASSOCIATED WITH ENVIRONMENTAL CONTAMINATION, WHETHER SUCH CLEANUP IS OF AIR, SOIL, STRUCTURE, GROUND WATER OR SURFACE WATER CONTAMINATION OTHER THAN BY THE ACTS OR OMISSIONS OF TENANT OR ANY PERSON ACTING ON BEHALF OF TENANT. LANDLORD SPECIFICALLY AGREES, IF AND TO THE EXTENT PERMITTED UNDER TEXAS LAW, TO INDEMNIFY, DEFEND AND HOLD HARMLESS TENANT AGAINST ALL CLAIMS, DAMAGES AND LIABILITIES OF WHATEVER NATURE ASSERTED UNDER CERCLA OTHER THAN FOR THE ACTS OR OMISSIONS OF TENANT OR LESSEE'S AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, GUESTS, LICENSEES OR INVITEES, OR ANY OTHER PERSON ACTING ON BEHALF OF TENANT. LANDLORD SHALL BE RESPONSIBLE AND LIABLE FOR ANY SPILL, UNDERGROUND POLLUTION OR ANY OTHER ENVIRONMENTAL IMPAIRMENT INCIDENT CAUSED BY ACTS OR OMISSIONS OF LANDLORD REGARDLESS OF WHEN SUCH INCIDENT IS DISCOVERED. IT IS THE INTENT OF THE PARTIES THAT THIS SECTION SHALL IN NO WAY LIMIT OTHER COVERAGE HEREIN AS IT MAY RELATE TO ANY ENVIRONMENTAL CLAIM, DAMAGE, LOSS OR LIABILITY OF ANY KIND.


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10.3 PROSPECTIVE APPLICATION. ANY AND ALL INDEMNITY PROVIDED FOR IN THIS LEASE SHALL SURVIVE THE EXPIRATION OF THIS LEASE AND THE DISCHARGE OF ALL OTHER OBLIGATIONS OWED BY THE PARTIES TO EACH OTHER HEREUNDER AND SHALL APPLY PROSPECTIVELY NOT ONLY DURING THE TERM OF THIS LEASE BUT THEREAFTER SO LONG AS ANY LIABILITY (INCLUDING BUT NOT LIMITED TO LIABILITY FOR CLOSURE AND POST CLOSURE COSTS) COULD BE ASSERTED IN REGARD TO ANY ACTS OR OMISSIONS OF TENANT IN PERFORMING UNDER THIS LEASE.

10.4 APPLICATION TO SURROUNDING PROPERTY. THE INDEMNIFICATION PROVISIONS OF THIS LEASE EXTEND TO CLAIMS AND ASSESSMENTS RELATING TO RUNOFF, LEACHATE, OR OTHER INFILTRATION THAT MAY OCCUR OR HAS OCCURRED AT OR NEAR THE SITE OF LANDFILLS, TRANSFER STATIONS, OR OTHER SOLID WASTE FACILITIES AND SURROUNDING AREAS AND FOR WHICH LIABILITY IS ASSERTED TO HAVE EXISTED FROM OPERATION OF THE LEASED PREMISES BY TENANT.

11. TERMINATION OF LEASE.

11.1 Termination. A finding of violation of any applicable law or regulation by a trial court or state or federal regulatory agency having jurisdiction is a material breach of this Lease for which Landlord may terminate the Lease or elect such other remedy as Landlord may be entitled to hereunder, at law or in equity ..

11.2 Abandonment/Default. In the event Tenant shall (1) abandon the Leased Premises or (2) default in performance of any of the covenants and conditions required herein to be kept and performed by Tenant and such default continues for a period of thirty (30) days after notice thereof, Landlord shall have the right to re-ener and take possession of the Leased Premises and all personal property therein and to remove Tenant and Tenant's agents and employees therefrom, and either: (1) terminate this Lease and sue Tenant for damages for breach of the obligations of Tenant to Landlord under this Lease; or, (2) without terminating this lease, re-let, assign or sublet the Leased Premises and personal property, as the agent and for the account of the Tenant with a new tenant for such period as Landlord may deem best and collect any rent due upon any such re-letting. In this event, the rents received on any such re-letting shall be applied first to the expenses of re-letting and collecting, including, without limitation, all repossession costs, reasonable attorneys' fees, and real estate brokers' commissions, alteration costs and expenses of preparing such Premises for reletting, and thereafter toward payment of the rental and of any other amounts payable by Tenant to Landlord. If the sum realized shall not be sufficient to pay the rent and other charges due from Tenant, then within five (5) days after demand, Tenant will pay to Landlord any deficiency as it accrues. Landlord may sue therefore as each deficiency shall arise if Tenant shall fail to pay such deficiency within the time limited. In the event Landlord elects to re-enter or take


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possession of the Premises, Tenant shall quit and peaceably surrender the Premises to Landlord, and Landlord may enter upon and re-enter the Premises and possess and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess and remove Tenant and may have, hold and enjoy the Premises and the right to receive all rental income of and from the same .. Likewise, if Landlord shall default in performance of any of the covenants and conditions required herein to be kept and performed by Landlord, and such default continues for a period of thirty (30) days after notice thereof, Tenant shall have the right to terminate this Lease. Notice shall be sufficient if given in accordance with the notice provision in this Lease

11.3 Bankruptcy or Insolvency. In the event Tenant: (1) files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent, or takes the benefit of any relevant legislation that may be in force for bankrupt or insolvent debtors or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation, or proceedings are taken by Tenant under any relevant Bankruptcy Act in force in any jurisdiction available to Tenant, or Tenant seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises, or makes any general assignment for the benefit of creditors, or (2) a petition is filed against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation, and shall remain undismissed for an aggregate of one hundred twenty (120) days, or if any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises is appointed without the consent or acquiescence of Tenant and such appointment remains un-vacated for an aggregate of twenty (20) days; then either such event shall constitute a default by Tenant and Landlord shall have the right to terminate this Lease.

11.4 Re-entry By Landlord. In the event Landlord elects to re-enter or take possession of the Leased Premises, Tenant shall quit and peaceably surrender the Premises to Landlord, and Landlord may enter upon and re-enter the Premises and possess and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess and remove Tenant and may have, hold and enjoy the Premises and the right to receive all rental income of and from the same. Upon termination of this dLease, Landlord may re-enter and take immediate possession of the Leased Premises and remove Tenant's effects, property and improvements, with or without process of law, without being deemed guilty of trespassing. Any property, effects or improvements left by Tenant and not removed or retrieved within thirty (30) days of termination of this Lease, shall be deemed abandoned by Tenant and subject to disposal at the discretion of Landlord. Tenant shall reimburse Landlord for any storage fees incurred by Landlord in temporarily holding property of Tenant. Landlord shall not be liable for damages by reason of re-entry.


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11.5 Possession. Tenant agrees at the termination of this Lease to deliver possession peacefully to the Landlord or its agents or employees; and if it fails to give peaceful possession, Landlord may take forceful possession of the leased property and eject all parties therefrom without being guilty of trespass; and all resulting damages are hereby waived.

11.6 Attorneys' Fees and Expenses. In the event of the breach of any ofthe covenants, conditions or obligations contained herein by the Tenant, or if it becomes necessary for the Landlord to employ attorneys to enforce its rights accruing as a result of such default, Tenant agrees to pay Landlord reasonable attorneys' fees and all costs of court and expenses incurred as a result.

11.7 Other Remedies. Any termination of this Lease arising from Tenant's default shall not relieve Tenant from the payment of any sum or sums that are due and payable to Landlord under this Lease, or any claim for damages then or thereafter accruing against Tenant under this Lease. Any such termination shall not prevent Landlord from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law or from recovering damages from Tenant for any default under this Lease. All rights, options, and remedies of Landlord contained in this Lease or otherwise shall be construed and held to be cumulative, and no one of them shall be exclusive of the other; and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. No waiver by Landlord of a breach of any of the covenants, conditions, or restrictions of this Lease shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other covenant, condition or restriction contained in this Lease.

11.8 Removal of Improvements. All equipment, machinery, and trade fixtures installed on the Leased Premises by Tenant shall remain the property of Tenant and shall be removed within thirty (30) days after the termination of this Lease, provided Tenant is not then in default in the performance of any of its obligations or covenants herein contained, and provided further that any damage to the realty or structure upon which such items are situated or installed from their removal is fully repaired by Tenant at time of removal. No equipment, machinery, or trade fixtures installed on the Leased Premises by Tenant shall be removed by Tenant until all rentals due Landlord by Lesse shall have been paid in full. Not withstanding the foregoing, all property remaining on the Leased Premises after the expiration of sixty ( 60) days following the termination of this Lease, however terminated, shall be deemed abandoned by Tenant and shall become the property of Landlord.

12. WARRANTY OF TITLE AND QUIET ENJOYMENT.

12.1 Landlord covenants that Landlord has the right to lease the Premises in the manner described herein and that Tenant shall peaceably and quietly have, hold, occupy, and enjoy the Premises during the term of the lease subject to the terms


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and conditions hereof.

13. MISCELLANEOUS.

13.1 Relationship of Landlord and Tenant. The relationship between Landlord and Tenant at all times shall remain solely that of landlord and tenant and shall not be deemed a partnership or joint venture.

13.2 Parties Bound. This agreement shall be binding upon and inure to the benefit of the parties of this Lease and their respective successors and assigns.

13.3 Headings. The paragraph headings contained herein are for convenience and reference and are not intended to define, extend or limit the scope of any provision of this Lease.

13.4 .No Assignment. Except as otherwise provided herein, Tenant shall not transfer, assign, sublet, license, encumber or pledge the Leased Premises or this Lease, in whole or in part, without the prior written consent of Landlord.

13.5 Texas Law to Apply. The parties hereby agree that Texas law will control the interpretation or enforcement of this Lease. This Lease has been executed in Texas, and all obligations hereunder are performable in Tom Green County, Texas.

13.6 Invalid or Illegal Provisions. If any one or more provisions of this Lease are for any reason held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability will not affect any other provision of the Lease, which will be construed as if it had not included the invalid, illegal or unenforceable provision.

13.7 No Waiver of Breach. No assent, or waiver expressed or implied, or failure to enforce, as to any breach of any one or more of the covenants or agreements herein shall be deemed or taken to be a waiver of any succeeding or additional breach.

13.8 Notices. Any formal notice required or permitted under this Lease shall be deemed sufficiently given if it is in writing and personally delivered, or sent by overnight express delivery service or deposited in the United States mail, postage prepaid and sent by registered or certified mail (return receipt requested) to the party to whom said notice is to be given. Notices delivered in person, or by overnight express delivery service, shall be deemed to be served effective as of the date the notice is delivered. Notices sent by registered or certified mail (return receipt requested) shall be deemed to be served three (3) days after the date said notice is postmarked to the addressee, postage prepaid.

Until changed by written notice given by one party to the other, the addresses of the parties shall be as follows:


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LANDLORD: CITY OF SAN ANGELO

TENANT

San Angelo Regional Airport-Mathis Field Attn: Airport Director 8618 Terminal Circle, Ste. 101 San Angelo, Texas 76904

SKYLINE AVIATION, INC. Attention : Blake Gossett 8926 Hangar Rd. San Angelo, Texas 76904

13.9 Venue. Parties agree that venue shall be in Torn Green County, Texas.

13 .1 0 Inurernents. The covenants and agreements herein contained shall bind and inure to the benefit of Landlord and Tenant and their respective successors. This Lease shall be signed by the parties in duplicate, each of which shall be a complete and effective original lease.

13.11 Survival of Claims. The provisions of the Agreement relating to indemnification from one party hereto to the other party shall survive any termination or expiration of this Lease. Additionally, any provisions of this Lease which require performance subsequent to the termination or expiration of this Lease shall also survive such termination or expiration.

13.12 Remedies. Any termination of this Lease shall not relieve either party from the payment of any sum or sums that are due and payable under this Lease or any claim for damages then or thereafter accruing under this Lease. Any such termination shall not prevent either party from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for under the terms hereof, or by law, or from recovering damages under this Lease. All rights, options, and remedies of either party contained in this Lease or otherwise shall be construed and held to be cumulative, and no one of them shall be exclusive of the other; and either party shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. No waiver of breach of any of the covenants, conditions, or restrictions of this Lease shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other covenant, condition or restriction contained in this Lease.

13.13 Entire Agreement/ Amendments. This Lease constitutes the entire agreement between the parties; and Landlord is not bound by any agreement, condition or stipulation, understanding or representation made by any of Landlord's agents not contained herein. No amendment to this Lease shall be effective unless such is in writing and signed by both parties


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Vi:iJ V~/ UV J V f.!. I

EXECUTED in duplicate originals on the dates specified below.

LESSOR:£fT.:'(. OF SAN ANGELO

By: Daniel v menz.uela, City Manager

ATTEST: Date: _____________ _

Alicia Ramirez, City Clerk SKYLINE AVIATION, INC.

By:

ATTEST: Date:

By:

Name: _________________ __

Title:

STATE OF TEXAS § COUNTY OF TOM GREEN §

This instrument was acknowledged before me on the __ day of , 2012, by Daniel Valensuela, as City Manager of the City of San Angelo, a Texas home-rule municipal corporation on behalf of said corporation.

Notary Public, State of Texas THE STATE OF TEXAS § COUNTYOF~S0

;tt:J~ -rfi,

This instrument was acknowledged before me on the /G.-( day of'DrCt"J1ht'!,2012, by

Blake Gossett as President of Skyline Aviation, Inc., a Texas for profit corporation, and __ _ --'-----------' 4ts · , on behalf ofsaid corporation. ·

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Page 2'? of 3 0

~~~~""'--= Notar ublic, State ofTexas

APPROVED AS TO CONTENT: APPROVED AS TO FORM:

APPROVED FOR INSURANCE AND INDEMNIFICATION:


Page 30 of 3 0

.s E

1:!

cone.

Tract 1 tA 1. T76 Ac \•. PPfox. 50 sa·· ·

r----. • · 9 Sq,Ft.)

~~be, . ->f-. ___ .

Set 3/fS' spike on west edge 6J b[!ried cc.r\crete drain f'tom which point for NW cor "708.05 Ac" brs. N 13'35'00"W 1481.88' Let = 31'21'08..8" North Long = 1'00';3,0'16.2'' West

metnl hangar

me\o! hanger

Skyline Aviation 8926 Hangor Rd.

(oppt<><. 15,378 Sq.Ft. excluding owrrhonqs)

u <: 0 u

f>oint. for ·earner ori W.e$1 e<;lge / .of osph!Jit fr.am which .a 5f.B." iron rod wjth. 0op marked 'RPLS 4261" set for witness. brs. N B.2~37'4<t W 0.25 qnr;! point for NW ;:or "708.05 Ad' brs. N 26'3.8'58"W 1698..95

0 = point unless otherwise noted 106 - * - = chain link fence

(} 60

SCALE: i" = 60'

NOTES Courses, distances and coordinates shown ore of the Texas Coordinate System of l927~Centrol Zonec

CO\ltSe r.eference is the west lin.e of 2.827 !)ere l'rott .•

WASHINGTON COUNTY SCHOOL LAND 120 ASST. 3943

i

PLAT SHOWING SKYUNE AVIATION LEASE TRACT

AT SAN ANGELO REGIONAL AIRPORT

TOM GREEN CGUNTY, TEXAS The h~ose tract shown her«on .wos :surveyed bosl!d upQn ihstroctions Prepared from sutveys. made on the ·ground March 17,

this the 1st day a(rz:r, :612. 20,09, by City of StJn Anyelo p.ersonnel. The existenc.e or locotion oi current leases or other mo.tters Of ~etord wer-e not researched for the ,purpose of this su.rv<iy,

Buildings .and other improvements s!rowil hereon eire shown for pictorial purposes t;nly and . do not tepre:sent oil irT)ptovements that exist.

Also .see accompanying descriptions.

·Thoma . Houston Registered Profession Land Surveyor· No, 4261

oFFICf;· OF This pltit is invalid WILSON LAND S1JJW$.YING, JNC. without orlginol signature

ond e_mb.o.SSed seoaL 1514 W. BEAURECARO AVE. ?. 0. BOX 3326 PH. 325.-653-3916.

'SAN ANGElO, TEXAS 7690'2 COPYRl!iHTEO MATHUSK\\OWG.

WM. C. WILSON, JR. R.P.L.S., L.S.L.S. (1932-2005)

WILSON LAND SURVEYING, INC. LICENSED STATE & REGISTERED PROFESSIONAL LAND SURVEYORS

PHONE 325/653-3916 * FAX 325/655-1895 P.O. BOX 3326-ZIP 76902

1514 W. BEAUREGARD AVE. SAN ANGELO, TEXAS 76901

THOMAS J. HOUSTON R.P.L.S., L.S.L.S., B.S.S

San Angelo Regional Airport Skyline Aviation Lease (Remainder tract and Tract 2)

Being 1.657 acres (approximately 72,163 square feet) of land out of Washington County School Land Survey 106, Abstract 3943, Tom Green County, Texas and being part of that "708.05 Ac." tract described in deed from Washington County, Texas to the City of San Angelo dated April 16, 1990 and recorded in Volume 194 at Page 400 of the Official Public Records of Real Property of Tom Green County, Texas. Said 1.657 acres also being the north and east part of a 2. 827 Ac. lease tract and being comprised of that 1. 327 Ac. Remainder tract and that 0.330 Ac. Tract 2 shown on plat "MATHUSKY.DWG" dated November 1, 2012. Said 1.657 acres being described by metes and bounds as follows:

Beginning at a point on west edge of asphalt for the SE corner of said 2.827 Ac. tract and the SE corner of this tract from which a point for the NW corner said "708.05 Ac." tract bears N.26°38'58 11 W. 1698.95 feet and a 5/8" iron rod with cap marked "RPLS 4261" set for witness bears N.82°37'42"W. 0.23 foot.

Thence with a south line of said 2.827 Ac. tract, N.82°37'42"W. 149.42 feet to a point for a SW corner of this tract and the SE corner of a 1.170 Ac. Tract 1 also shown on said plat.

Thence with an east line of said 1.170 Ac. tract, N.7°35'06"E., at 96.26 feet pass the NW corner of said Tract 2, in all 114.45 feet to a SW corner of hangar for the most easterly NE corner of said Tract 1.

Thence with a north line of said Tract 1, N.82°41'06"W. 111.58 feet to a point for corner.

Thence with an east line of said Tract 1, N.7°49'10"E. 153.95 feet to a point for the most northerly NE corner of said Tract 1.

Thence with a north line of said Tract 1, N.83°13'34"W. 161.76 feet to a W' iron pipe found in the west line of said 2. 827 Ac. tract for the NW corner of said Tract 1 and the most westerly SW corner of this tract.

Thence with said west line of 2.827 Ac. tract, N.7°14'45nE. 30.12 feet to a point for the NW corner of said 2.827 Ac. tract and the NW corner of this tract.

Page 1 of 2

..-------- ' -~~~~-~~~~~~------

Thence with a north line of said 2.827 Ac. tract 1 S.81°28'08"E., at a 15.8 feet a chain link corner post and continuing along or near a fence a total distance of 196.44 feet to a point for an ell cor from which a chain link corner post bears S.81°28'08"E. 0.6 foot and~~~ found iron pipe bears S.7°24'47"W. 26.12 feet.

Thence with a west line of said 2.827 ac. tract/ N.7°24'47"E. 18.88 feet to a point for a north corner of said 2.827 Ac. tract from which a chain link corner post bears S.46°07'51"E. 0.71 foot.

Thence with a north line of said 2.827 Ac. tract/ S.82°35'13"E. 225.00 feet to a point in asphalt for the NE corner of said 2.827 Ac. tract and the NE corner of this tract.

Thence with the east line of said 2.827 Ac. tract, S.7°24'47 11 W. 311.46 feet to the place of beginning and containing 1.657 acres of land.

NOTE: Courses and distances recited herein are of the Texas Coordinate System of 1927 - Central Zone.

Prepared from a survey made on the ground March 17 1 2009, this

the 11th day of Dece_m_b_e_r_:v-=0-'0%_1_~-=··-'7"----7', r--""''-"-'C-"L--"---

Thomas Houston Registered Professio Land Surveyor No. 426

Also see previously prepared plat (MATHUSKY.DWG)

Page 2 of 2



From: Angelica Peña, Civic Events Manager


Contact: Angelica Peña, Civic Events, 653-9577


Discussion and consideration for the City Manager or his designee to execute a lease agreement with Underwater Football, LLC, d/b/a The San Angelo Bandits for the 2013-2015 indoor football seasons.

Summary: Staff has worked with the San Angelo Bandits on a new lease agreement. The proposed lease would allow the San Angelo Bandits to utilize the Foster Communications Coliseum as their arena for the 2013-2015 indoor football seasons. The key points of the lease cover base rent, associated fees, permitted uses, scheduling, division of proceeds, operations, and insurance requirements. The lease will be for a three year term that may be extended for two successive one year renewal options, for a total of five years.

History: Underwater Football, LLC d/b/a The San Angelo Bandits is a professional indoor football team that was founded in 2012. They are one of nine Texas teams that compete within the Lone Star Football League, a regional professional indoor football league. The City of San Angelo did have a previous indoor football lease agreement with the San Angelo Stampede Express from 2004-2010.

Financial Impact: Rental fee of $1,750 per game can potentially yield $12,250 in annual revenue which could increase if the San Angelo Bandits advance to the season playoffs. Net profit per game will fluctuate depending on the number of attendees, concessions sold, and other variables however we will not operate at a deficit.

Related Vision Item (if applicable):

N/A


Staff recommends approval.

Attachments: Lease Agreement and Resolution

Presentation: Yes

Publication: None


Carl White, Parks & Recreation, December 26, 2012

Approved by Legal: Yes

City of San Angelo

A RESOLUTION OF THE CITY OF SAN ANGELO AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A LEASE OF THE FOSTER COMMUNICATIONS COLISEUM TO UNDERWATER FOOTBALL, LLC, d/b/a THE SAN ANGELO BANDITS, FOR SCHEDULED INDOOR FOOTBALL GAMES FOR THE 2013, 2014 AND 2015 INDOOR FOOTBALL LEAGUE SEASONS

WHEREAS, Underwater Football, LLC, d/b/a/ The San Angelo Bandits is a professional, indoor football team participating in the Lone Star Football League, a regional professional indoor football league, for the 2013, 2014 and 2015 Indoor Football Seasons; and, WHEREAS, the Civic Events Division of the City of San Angelo has worked to secure a home indoor football team participating in a regional indoor football league for the City of San Angelo; and, WHEREAS, a San Angelo home indoor football team participating in the Lone Star Football League would provide sports entertainment opportunities for the citizens of San Angelo and the San Angelo community; and, WHEREAS, Underwater Football, LLC, d/b/a The San Angelo Bandits, desire to become the City of San Angelo’s home team in the Lone Star Football League, and the City Council for the City of San Angelo supports initiation of the San Angelo Bandits as our home team in the Lone Star Football League; NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN ANGELO, TEXAS THAT: The City Manager or his designee is hereby authorized to execute the Lease Agreement by and between the City of San Angelo and Underwater Football, LLC, d/b/a/ The San Angelo Bandits, for lease of the Coliseum for scheduled indoor football games and practices for the 2013, 2014 and 2015 Indoor Football League Seasons. PASSED and APPROVED THIS DAY OF , 2013. CITY OF SAN ANGELO, TEXAS ATTEST: Alvin New, Mayor Alicia Ramirez, City Clerk APPROVED AS TO CONTENT APPROVED AS TO FORM Carl White, Parks & Recreation Director Lysia H. Bowling, City Attorney

1/3/2013

1

City CouncilJanuary 8, 2013

Lease Agreement Terms

• Effective date of March 1, 2013

• 3 year lease covering 2013, 2014, & 2015 seasons

• Option for 2 successive one year extensions

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2

Rent and other associated fees

• Base rent of $1,750 per game

• Rent of $50 per practice session

• Utility charge of $50/hr for AC/heating systems

• Facility use fee of $0.75 per ticket sold

• $0.50 is retained by the City

• $0.25 is retained by the actual seller of the ticket

• Ticketing system fee of 2% of gross football ticket sales made through the City’s ticketing system

• Credit card fee of 3% of gross credit card ticket sales

Base Rent Includes:

• Use of the building to include common areas as well as dressing rooms

• Furnish normal water requirements necessary for use

• Non-exclusive use of the parking lot

• One manager on duty on game day

• 2 restroom attendants to provide janitorial services

• Ensure the facility is clean on game days

• Storage space for the railings, dasher boards and turf year round

• Set up and tear down of turf (when needed)

1/3/2013

3

Bandits Responsibilities

• Provide a final approved schedule of dates for all football games during the regular season

• All “home games” must be played in the Coliseum

• Pay base rent and fees no later than 7 days after game day.

• Provide a minimum of 2 Texas-certified peace officers for a minimum of 4 hours each (more if deemed necessary by Civic Events manager)

• Provide sufficient qualified personnel to maintain order for the persons and property on the premise

• Must maintain minimum insurance requirements

Concessions

• Bandits will have a separate agreement with the City’s contracted concessionaire, San Angelo Host

• In the event that ticket sales exceed 2,000, the City will credit the Bandits as follows:

• 5% of the sum of food and non-alcoholic beverages

• 7.5% of the sum of alcoholic beverages

• Credit goes against the base rent

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Programs & Novelties

• Bandits will be allowed exclusive rights to sell programs and program advertisements at games and retain all proceeds

• Bandits shall pay novelty proceeds to the City as follows:

• 20% of the gross proceeds from the sale of soft goods

• 10% of the gross proceeds from the sale of CD’s & DVD’s

Questions?

A RESOLUTION OF THE CITY OF SAN ANGELO AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A LEASE OF THE FOSTER COMMUNICATIONS COLISEUM TO UNDERWATER FOOTBALL, LLC, d/b/a THE SAN ANGELO BANDITS, FOR SCHEDULED INDOOR FOOTBALL GAMES FOR THE 2013, 2014 AND 2015 INDOOR FOOTBALL LEAGUE SEASONS

WHEREAS, Underwater Football, LLC, d/b/a/ The San Angelo Bandits is a professional, indoor football team participating in the Lone Star Football League, a regional professional indoor football league, for the 2013, 2014 and 2015 Indoor Football Seasons; and, WHEREAS, the Civic Events Division of the City of San Angelo has worked to secure a home indoor football team participating in a regional indoor football league for the City of San Angelo; and, WHEREAS, a San Angelo home indoor football team participating in the Lone Star Football League would provide sports entertainment opportunities for the citizens of San Angelo and the San Angelo community; and, WHEREAS, Underwater Football, LLC, d/b/a The San Angelo Bandits, desire to become the City of San Angelo’s home team in the Lone Star Football League, and the City Council for the City of San Angelo supports initiation of the San Angelo Bandits as our home team in the Lone Star Football League; NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN ANGELO, TEXAS THAT: The City Manager or his designee is hereby authorized to execute the Lease Agreement by and between the City of San Angelo and Underwater Football, LLC, d/b/a/ The San Angelo Bandits, for lease of the Coliseum for scheduled indoor football games and practices for the 2013, 2014 and 2015 Indoor Football League Seasons. PASSED and APPROVED THIS DAY OF , 2013. CITY OF SAN ANGELO, TEXAS ATTEST: Alvin New, Mayor Alicia Ramirez, City Clerk APPROVED AS TO CONTENT APPROVED AS TO FORM Carl White, Parks & Recreation Director Lysia H. Bowling, City Attorney

City of San Angelo



From: Michael Dane, Assistant City Manager/CFO

Subject: Agenda Item for 1/8/12 Council Meeting

Contact: Michael Dane, 657-4241


Discussion of water consumption amounts by residential customers

Summary: Staff has pulled water consumption data for residential customers. The usage data is from the month of November.

History: The City’s Water Conservation Credit program was discussed at the December 4, 2012, City Council meeting. At the end of the discussion, Councilman Silvas requested that we follow up with a discussion of residential customer usage amounts.

Financial Impact: n/a

Related Vision Item

(if applicable):

n/a


n/a n/a

Attachments: n/a

Presentation: Powerpoint

Publication: n/a


Michael Dane, December 20, 2012

Approved by Legal: n/a

1/3/2013

1

City Council MeetingJanuary 8, 2012

Customer Consumption

• November 2012

• Residential Customers

• Customer Consumption

• Customer Count

1/3/2013

2

Nov 2012 Customer Count

Thou gals Customer Count Percent

From - To Count

00 - 20 27,649 98.09

21 - 40 437 1.55

41 - 60 74 0.26

61 - 80 21 0.08

81 - 100 6 0.02

Total 28,187 100.00

Nov 2012 Customer Count

00-20

21-40

41-60

61-80

81-100

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Nov 2012 Consumption by Range

Thou gals Consumption Percent

From - To Thou gals Usage

00 - 20 136,141 88.70

21 - 40 11,857 7.73

41 - 60 3,570 2.32

61 - 80 1,178 0.77

81 - 100 730 0.48

Total 153,476 100.00

Nov 2012 Consumption by Range

00-20

21-40

41-60

61-80

81-100

1/3/2013

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City Council MeetingJanuary 8, 2012

January 8, 2013 Agenda Packet

Documents

Transcript of January 8, 2013 Agenda Packet