1. NOTICE OF A PUBLIC MEETING
AN AGENDA OF A SPECIAL JOINT MEETING OF THE
CITY COUNCIL AND
DOWNTOWN DEVELOPMENT COMMISSION OF THE
THE CITY OF SAN ANGELO, TEXAS
9:00 A.M. - Tuesday, December 18, 2012
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
II. SPECIAL AGENDA:
1. 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:
a. Discussion and possible action regarding the qualifications of and proposed scope of services by
Catalyst Urban Development;
b. Consideration of authorizing the City Manager to execute the Letter of Intent with Catalyst Urban
Development
c. Consideration of authorizing the City Manager or designee to begin negotiations with Catalyst Urban
Development
(Presentation by Planning Manager AJ Fawver and Paris M. Rutherford IV of Catalyst Urban
Development, LLC)
2. Adjournment
Given by order of the City Council and posted in accordance with Title 5, Texas Government Code, Chapter
551, Tuesday, December 12, 2012, at 5:00 P.M.
/x/________________________
Alicia Ramirez, City Clerk
City Council Agenda Page 1 of 1 December 18, 2012
Downtown Development Commission

2. CATALYST DEVELOPMENT
December 2, 2012
AJ Fawver, AICP
Planning Manager
City of San Angelo
52 W. College Avenue
San Angelo, Texas 76903
Re: Downtown Redevelopment – Letter of Intent
Dear Ms. Fawver:
Catalyst Urban Development is ready to assist the City of San Angelo in its efforts to induce coordinated
redevelopment in its Downtown. Based on our response to the Downtown Development Commission’s
(DDC) Request for Proposals, we have prepared the following Letter of Intent (LOI) outlining the steps we
believe are necessary to arrive at such projects. We look forward to discussing this LOI at the December
18th joint work session with the City Council and DDC.
SCOPE OF SERVICES
Phase 1: Implementation Action Plan
Task 1.1: Investment/Horizontal Land Analysis
Catalyst will undertake an analysis of the downtown zone to determine opportunity sites for new
development. Based on Tom Green County Appraisal District data, this will include the analysis of current
assessed values, vacant land, public lands, areas of declining tax base, etc. This analysis will take the form
of GIS mapping to determine specific land/block/parcel groupings showing redevelopment promise. These
findings will be further refined through our on-site review and determinations.
Task 1.2: Market-Based Programming
Catalyst will prepare an opportunities study that identifies market trends in demographics, demand, land
use, capital market preferences, funding sources and uses, and practical implementation concerns. This
analysis will generate a specific redevelopment program concept for a range of specific project types. It is
assumed that such efforts will be done in coordination with key stakeholders in one public meeting.
Task 1.3: Policy Context
The Catalyst Team will consolidate the recommendations from the City’s current downtown plan (as part of
its comprehensive plan update), current TIF and other incentive program potential, existing downtown
zoning and development restrictions, and other policy goals gleaned from discussion with City Staff and
stakeholders in prior meeting. This context will be compared to the results of Tasks 1.1 and 1.2 to begin to
refine down to a specific target project list based on desired land use and location.
Task 1.4: Ownership Evaluation
Catalyst will meet with specific property owners for land/block/parcel groupings identified in the previous
tasks to determine their goals, pricing, etc for use in the project prioritization process below. It is
anticipated these meetings will occur during a one day worksession, in separate individual meetings.
Task 1.5: Project and Location Prioritization
Catalyst will identify the results of all tasks prepared to date to build a prioritized project list for discussion
with the City. Prioritization is often associated with a project’s probability of implementation, its ability to
generate critical mass, strength of its location, and its ability to entice the market. Catalyst will present its
Catalyst Urban Development, LLC I 25 Highland Park Village, Suite 100-280 I Dallas, Texas 75205
Tel 214-796-6063 I www.catalysturban.com

3. City of San Angelo
December 2, 2012
analysis of all identified project sites to the City. This purpose will be to prioritize the projects and identify
an initial phasing.
Task 1.6: Implementation Timetable
Catalyst will create an implementation timetable to advance the prioritized projects. Timetables will include
short-term (i.e. 12 months), mid-term (2-4 years) and long-term (5-10 years) efforts.
Task 1.7: Project Packaging
Based on the results of the refined programming and prioritization, Catalyst will assemble supporting
market data, project programming, physical planning, artist rendering, pricing, financial analysis, identified
sources and uses of funds, incentive programs and related public/private partnership structures (if needed),
and other information for 3 prioritized projects. This information will be assembled in project packages for
use in marketing discussion in phase two upon City approval to do so.
Task 1.8: Identify Potential Project Investors and Developers
Catalyst will identify potential investment and developer prospects. In addition, and depending on the
projects identified, Catalyst, NE Development and Construction, and related entities will analyze these
projects as a potential vertical developer/investor itself; but this process does not guarantee Catalyst will
commit to executing such a development.
Task 1.9: City Approval
Catalyst will present the full results of all phase one tasks to the City for review and final approval to
advance to phase two.
Phase 2: Horizontal Development Positioning
Task 2.1: Developer/Investor Discussions
Once the results of the phase one tasks are approved by the City, Catalyst will reach out to the
developer/investor prospects identified in phase one to attempt to secure their interest. This process will
also determine the Catalyst team member’s desire to move forward as vertical developers.
Task 2.2: Horizontal Funding Strategy
Depending on the requirements of the prioritized projects, Catalyst will help identify and position available
special finance tools to gain property control and fund horizontal improvements as appropriate.
Task 2.3: Zoning
Consistent with prioritized projects, Catalyst will work with the City and property owners in a coordinated
effort to seek necessary zoning for these projects.
Task 2.4: Property Assembly
Should the City be required to acquire certain properties or facilitate acquisition by third-parties, Catalyst
will coordinate this process.
Task 2.5: Market Outreach
Based on the City’s approval gained in phase 1 and the completion of the work items listed above, Catalyst
will coordinate the market roll-out for these projects.
Task 2.6: Marketing Team
To facilitate this outreach, Catalyst will coordinate and help the City select a brokerage firm that will to
prepare marketing and public relations strategy for these projects. It is anticipated this team would include
Catalyst Urban Development, LLC I 25 Highland Park Village, Suite 100-280 I Dallas, Texas 75205
Tel 214-796-6063 I www.catalysturban.com

4. City of San Angelo
December 2, 2012
both national/regional and local entities (JLL, CBRE, Grubb & Ellis, Dierchske & Dierschke, Scott Allison
Realtors, etc).
Phase 3: Vertical Development Positioning
Once the Implementation Action Plan is approved by the City and the work associated with Phase 2 is
completed or well underway, the Catalyst team will undertake the following work efforts for specific
projects that a third-party developer or the Catalyst team desires to vertically execute. Should our team
become the developer/investor, the City may utilize a non-interested party to undertake some of the work
defined below.
• Financial Analysis -- Catalyst will prepare a refined financial analysis based on further developer
input for City’s more detailed understanding. This analysis will be performed with emphasis on
any economic gap requiring a public/private partnership.
• Public/Private Partnership -- As third party developers/investors become interested, and if such
(initial) focus projects require public/private partnerships to properly implement, Catalyst will work
with the city attorney in its drafting of public/private partnership agreements.
• Pricing of Public Improvements -- Catalyst would work with civil engineer and landscape
architects on the conceptual design of necessary public improvements associated with each focus
project that has gained market interest (if such improvements are the responsibility of the City in
the public/private partnership proposed), and would work with site contractors to obtain related
pricing to help define or verify the pricing proposed by each third-party developer/investor.
• Bond Strategy -- Should the sale of bonds be necessary to implement the identified projects,
Catalyst will assist the City in its definition of the improvements/projects associated with such a
sale. Catalyst will work with the City’s attorney and bond sales agent in its formal processing of
such efforts.
• Development Agreements -- If identified third-party developer/investor is interested in moving
forward, Catalyst will assist the City in its negotiation/finalization of related development
agreements. Catalyst will work with the City’s attorney in all related drafting of such agreements.
Phase 4: Construction Management / Project Oversight
Once vertical development project(s) are approved by the City, Catalyst will undertake actions aimed at
helping guide the implementation of horizontal improvements (public improvements, master infrastructure,
etc) necessary to the vertical development(s) as defined by the Public Private Partnership. This will include
such efforts as the following:
• Master Infrastructure Design -- Catalyst would facilitate the engagement of civil engineers and
landscape architects necessary to design and engineer construction drawings for the necessary
master infrastructural improvements (public and/or private) associated with specific advancing
developments.
• Refined Pricing Analysis – Based on this design process, Catalyst would refine the preliminary
pricing of such improvements (as performed in Phase 1), based on detailed construction drawings.
Catalyst Urban Development, LLC I 25 Highland Park Village, Suite 100-280 I Dallas, Texas 75205
Tel 214-796-6063 I www.catalysturban.com

5. City of San Angelo
December 2, 2012
• Bidding and Contract Negotiation – Catalyst would coordinate the bidding of the master horizontal
improvements and assist the City in its evaluation, selection, and contract negotiation of a
contractor to complete the public improvements.
• Public Approvals and Permitting – Catalyst would coordinate the public approvals and permitting
of the public improvements.
• Utility Provider Negotiation and Contracts – Catalyst would coordinate and negotiate utility
provider improvements and agreements.
• Construction Management – Catalyst would assist the city in the oversight of the construction
contract with the general contractor for the master infrastructure, reporting such progress to the
City as it progresses.
Compensation
Catalyst proposes to execute the work outlined in this letter of intent through the specific compensation
format as outlined below. This compensation is exclusive to Catalyst; fees for outside groups and services
(additional planners, attorneys, designers, reproduction houses, travel, etc) would be reimbursable expenses
as approved separately by the City if deemed necessary.
• Phase One – Catalyst proposes to complete this work for a lump sum amount of $68,000, excluding
reimbursable expenses. We estimate there may be an additional $12,000 to $22,000 for outside groups
as approved by the City to include attorneys, civil engineers, etc. Whether these are necessary will be
determined in the initial tasks.
• Phase Two -- To complete Phase Two tasks, Catalyst would receive $10,000 per month until project-
related development agreement(s) are executed. It is anticipated that this will occur with a 6 month
time period. If the City chooses to acquire property, Catalyst would be entitled a fee of 3% the
purchase price as City’s consultant.
• Phase Three -- Should the Catalyst team desire to become a developer/investor, fees for Phase Three
efforts would be part of a negotiated public/private partnership or development agreement. If Catalyst
engages on City’s behalf with a third-party developer/investor to further induce implementation through
the tasks identified in phase three, Catalyst would provide a fee proposal for such work at the time such
work and developer/investor is further defined.
• Phase Four Fee -- Should the Catalyst team desire to become a developer/investor, fees for Phase Four
efforts would be part of a negotiated public/private partnership or development agreement. If Catalyst
engages on City’s behalf with a third-party developer/investor, or simply on the City’s behalf for a non-
project-related public improvement, Catalyst would be entitled to a fee of 1.5% the total value of
improvements for the work outlined in Task 4 for which Catalyst would provide oversight. This
amount would be part of the overall improvement budget and would be paid in equal monthly
installments during the life of the construction period for said improvements.
• Other On-Going Tasks -- While the work described in this letter should constitute the primary work
effort necessary to gain the market awareness necessary to urge implementation, there may be other
tasks that arise out of this process that are not included here. Compensation for such tasks will be
analyzed on a case-by-case basis for the City’s approval.
Catalyst Urban Development, LLC I 25 Highland Park Village, Suite 100-280 I Dallas, Texas 75205
Tel 214-796-6063 I www.catalysturban.com

6. City of San Angelo
December 2, 2012
Contracts
If the concepts and compensation outlined in this Letter of Intent are deemed acceptable and ready to be
placed within a more detailed master development services contract, please acknowledge such acceptance
by executing this Letter of Intent below. Such execution does not commit the City of San Angelo to enter
such a relationship; it simply acknowledges the concepts, scope and compensation presented. If acceptable,
the City and Catalyst would work to place these terms in a detailed master development services contract
outlining the related detailed business terms acceptable to both parties.
Catalyst is excited to offer this Letter of Intent to the City of San Angelo as we believe these efforts will
assist the City move closer to the realization of its redevelopment goals for Downtown. As such, we look
forward to your response.
Sincerely,
CATALYST URBAN DEVELOPMENT, LLC
Paris M. Rutherford IV
Principal
Cc: Rhys Heinsch -- Catalyst
Catalyst Urban Development, LLC I 25 Highland Park Village, Suite 100-280 I Dallas, Texas 75205
Tel 214-796-6063 I www.catalysturban.com