HomeMy WebLinkAboutRivery_Park_TIRZ_Board_Agenda_11_25_2013_545Notice of Meeting for the
Rivery Park TIRZ Board
of the City of Georgetown
November 25, 2013 at 4:00 PM
at Georgetown Municipal Complex Williamson Room, located at 300-1 Industrial Avenue,
Georgetown, Texas
The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you
require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable
assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least four
(4) days prior to the scheduled meeting date, at (512) 930-3652 or City Hall at 113 East 8th Street for
additional information; TTY users route through Relay Texas at 711.
Regular Session
(This Regular Session may, at any time, be recessed to convene an Executive Session for any purpose
authorized by the Open Meetings Act, Texas Government Code 551.)
A Consideration and possible action regarding the proposed “Second Amended Project Plan and
Reinvestment Zone Financing Plan” for the Rivery Park Tax Increment Reinvestment Zone – Micki
Rundell, Finance Manager, and Bridget Chapman, Special Counsel to the Board.
Consideration and possible action regarding the “Reimbursement, Debt Administration, and Project
Contract Relating to the Rivery Park Tax Increment Reinvestment Zone” between the City of
Georgetown, the Georgetown Economic Development Corporation, the Georgetown Transportation
Enhancement Corporation, and the Board. Micki Rundell, Finance Manager, and Bridget Chapman,
Special Counsel to the Board. _______________________________________________________
Executive Session
In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes,
Annotated, the items listed below will be discussed in closed session and are subject to action in the regular
session.
B Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code,
Vernon's Texas Codes, Annotated, the items listed below may be discussed in closed session
and are subject to action in the regular session.
A. Section 551.072. DELIBERATION REGARDING REAL PROPERTY Discussion and possible
action to deliberate the purchase, exchange, lease or value of real property which discussion in
open session would have detrimental effect on negotiations with third persons.
B. Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT
NEGOTIATIONS. Discussion or deliberation regarding commercial or financial information that
the Board has received from a business prospect that the Board seeks to have locate, stay, or
expand in or near the territory of the City of Georgetown and with which the Board is conducting
economic development negotiations; and/or discussion and deliberation regarding the offer of a
financial or other incentive to a business prospect that the Corporation seeks to have locate,
stay, or expand in or near the territory of the City of Georgetown.
C. Section 551.071. CONSULTATION WITH ATTORNEY Consultation with attorney regarding
legal issues related to agenda items and other matters in which the duty of the attorney to the
Georgetown Economic Development Corporation under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas.
Action out of Executive Session.
CERTIFICATE OF POSTING
I, Jessica Brettle, City Secretary for the City of Georgetown, Texas, do hereby certify that this Notice of
Meeting was posted at City Hall, 113 E. 8th Street, a place readily accessible to the general public at all times,
on the ______ day of __________________, 2013, at __________, and remained so posted for at least 72
continuous hours preceding the scheduled time of said meeting.
____________________________________
Jessica Brettle, City Secretary
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SECOND1 AMENDED
FINAL PROJECT PLAN
AND
REINVESTMENT ZONE FINANCING PLAN
FOR
RIVERY PARK TAX INCREMENT REINVESTMENT ZONE
___________________
(final City Council approval date)
1 A First Amended Project and Financing Plan was approved by the Rivery Park TIRZ Board of Directors on October 10,
2012, but was never presented to or approved by the Georgetown City Council.
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TABLE OF CONTENTS
I INTRODUCTION 3
II PROJECT PLAN
A Existing Uses and Conditions ( §311.011(b)(1)) 4
B Proposed Uses and Conditions (§ 311.011(b)(1)) 4
C Municipal Ordinances and Agreements (§ 311.011(b)(2)) 5
D Non-Project Costs (§ 311.011(b)(3)) 7
E Relocation (§ 311.011(b)(4)) 7
III FINANCING PLAN
A List of Estimated Project Costs (§ 311.011(c)(1)) 8, Tbl.3
B Kind, Number, and Location of Proposed Public Improvements to be Financed
by the TIRZ (§ 311.011(c)(2))
8
C Economic Feasibility Study (§ 311.011(c)(3)) 9
D Estimate of Bonded Indebtedness to be Incurred (§ 311.011(c)(4)) 9
E Time of Incurring Monetary Obligations (§ 311.011(c)(5)) 9
F Method of Financing/Sources of Revenue for Project Costs (§ 311.011(c)(6)) 10
G Current Appraised Value (§ 311.011(c)(7)) 10
H Estimated Captured Appraised Value (§ 311.011(c)(8)) 11
I Duration of the TIRZ (§ 311.011(c)(9)) 11
IV BOARD OF DIRECTORS OF THE TIRZ 11
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I. INTRODUCTION
The Rivery Park Tax Increment Reinvestment Zone (the “TIRZ”) is a tax increment
reinvestment zone designated by the City of Georgetown (the “City”) pursuant to the Tax
Increment Financing Act, as codified in Chapter 311 of the Texas Tax Code, as amended (the
“Act”).
The TIRZ was originally created by Ordinance No. 2007-91 (Dec. 11, 2007) as a 67.752
acre TIRZ composed of two tracts: The first tract consists of approximately 31.94 acres of
privately-owned land generally located at the northwest corner of IH-35 S. and Rivery Boulevard
(the “31.94 Acre Tract”); the second tract consists of approximately 35 acres of City-owned land
consisting of the City’s Rivery Park (“Rivery Park”).
In 2010, after the required notice and hearing, the City approved a petition requesting that
8.33 acres of land be removed from the 31.94 Acre Tract within the TIRZ. On November 12, 2013
owner of at least 50% of the appraised value of the 8.33 acres, Brae Group, Ltd, whose general
partner is Novak Brothers, LLC, by and through its member and authorized agent, Jeff Novak,
requested that the 8.33 acres be added back into the TIRZ. After finding that the petition was
legally sufficient under Section 311.007 of the Act, and after the required notice and hearing, the
City Council adopted Ordinance No. 2013-___ (_______) approving the petition and adding the
8.33 acres of land back into the TIRZ. Therefore, as of the date of this Amended Project Plan and
Reinvestment Zone Financing Plan (collectively, the “Amended Plan”), the total size of the TIRZ
is 67.752 acres and the current landowners in the Zone are the City (for Rivery Park), and NOVAK
BROTHERS TEXAS BROWNSTONES, LLC (for 0.333 acres out of the 31.94 Acre Tract) and
BRAE GROUP, LTD. (for the remainder of land in the 31.94 Acre Tract).
Exhibit A depicts the vicinity and boundaries of the TIRZ, as recently amended to include
the 8.33 acre tract.
The purpose of the TIRZ is to provide a financing vehicle necessary to facilitate a program
of public improvements to allow and encourage the development of a hotel having at least 221
rooms and having a AAA 3 Diamond Rating or a 2 Star Forbes Rating (based on the 2013 hotel
rating systems) in the Starwood Hotels & Resorts Worldwide, Inc. brand (the “Hotel”), a
conference center including a ballroom comprised of at least 16,000 square feet (the “Conference
Center”), and a multi-level above-ground public parking garage containing at least 336 spaces (the
“Public Parking Garage”). Another purpose of the TIRZ is to construct amenities in and make
other improvements necessary to increase accessibility to Rivery Park and enhance the park
experience for visitors. Other development within the TIRZ is anticipated to include single and
multifamily residential development and commercial/ retail space, as allowed by the PUD
Ordinance (defined below).
The tax increment generated within the TIRZ would be used to finance costs associated
with the construction, maintenance, and repair of the Public Parking Garage, improvements in
Rivery Park, public utilities within the TIRZ, public roadways (and related improvements) within
and outside of the TIRZ boundaries, and other costs that meet the definition of “project costs”
under the Act and this Amended Plan.
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II. PROJECT PLAN
A. Existing Land Uses and Conditions (§ 311.011(b)(l))
1. Rivery Park: Rivery Park is an existing City-owned public park that is partially
developed with trails, a pond, a disc golf course, and a small surface parking lot. Exhibit B is a
map illustrating the existing uses and conditions the Rivery Park, as required by Section
311.011(b)(l) of the Act.
2. 31.94 Acre Tract2:
· Zone A – Zone A is currently vacant and unimproved.
· Zone B1– Zone B1 is currently vacant and unimproved.
· Zone B2– Zone B2 is currently vacant and unimproved.
· Zone B3– Zone B3 is currently vacant and unimproved.
· Zone C – Zone C is partially developed. As of the date of this Amended Plan, a final plat
for Phases 1 and 2 - 4 of the Brownstones at the Summit has been approved and recorded
(See Document No. 2011047662 and Document No. 2013070833 in the Official Records of
Williamson County, Texas).
B. Proposed Land Uses and Conditions (§ 311.011(b)(l))
1. Rivery Park: The proposed future use of Rivery Park shall continue to be as a
public park, but with additional public amenities and improved public access and parking. The
improvements shown on TABLE 1, below, are proposed to be constructed in Rivery Park:
TABLE 1
RIVERY PARK IMPROVEMENTS
1 New Stormwater Detention Pond (approx. 0.6 acre pond, as more fully described in the
plans entitled, “The Summit at Rivery Park Phases 5 and 6 Construction Plans, Con
2012-033”, sometimes referred to as the “Pond”)
2 Wetland plantings in the Pond
3 Two (2 ) new aeration fountains in existing pond
4 Eight (8) new parking spaces in the existing Rivery Park surface parking lot with two ( 2)
additional accessible spaces, and micro-surfacing and striping of the entire Park parking
lot
5 Re-routed disc golf course hole #17 over the Pond with new hole signs and concrete tee
boxes for all 18 holes.
6 Trail and boardwalk with shade structure and seating, all ADA accessible
2 In this Amended Plan, the developable areas within the 31.94 Acre Tract have been assigned the same development
area designations as in the PUD Ordinance. See Exhibit D for Zone designations.
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7 Maintenance access road re-routed/re-constructed to be a minimum of ten feet (10’) wide
8 Splash Pad
A map showing the proposed future uses and conditions of Rivery Park is attached as Exhibit C.
2. 31.94 Acre Tract: Subject to the PUD Ordinance (defined below) and the other
ordinances and agreements applicable to the 31.94 Acre Tract, the proposed future uses of the
31.94 Acre Tract are as follows:
Zone A – Zone A is proposed to be designed and developed with multifamily residential
development (apartments) and associated parking.
Zone B1 – Zone B1 is proposed to be designed and developed with the Hotel, Conference
Center, and Public Parking Garage.
Zone B2– Zone B2 is proposed to be designed and developed with commercial and retail
uses and associated parking.
Zone B3 – Zone B3 is proposed to be designed and developed with commercial and retail
uses and associated parking.
Zone C – Zone C is proposed to be designed and developed with 114 residential
condominium units known as “The Brownstones at the Summit” and associated parking.
The proposed future uses and conditions of the 31.94 Acre Tract are described in the PUD
Ordinance and shown on the Site Layout on Exhibit D, attached hereto and incorporated herein by
reference for all purposes.
C. Municipal Ordinances and Agreements (§ 311.011(b)(2))
There are several ordinances and agreements affecting the property within the TIRZ. A
brief summary of these ordinances and agreements is provided below. Except as otherwise
expressly provided in the ordinances and agreements identified below, all development of the land
in the TIRZ will be done in accordance with all applicable development and construction
ordinances, regulations and requirements of the City of Georgetown:
1. TIRZ Ordinances. The City has passed three (3) ordinances relating to the TIRZ:
· Ordinance No. 2007-91 — approving the petition creating the TIRZ.
· Ordinance No. 2008-63 — reflecting the County’s participation in the TIRZ at 80% and
changing the composition of the Board of Directors to reflect the County’s
participation.
· Ordinance No. 2010-30 — approving petition to remove 8.33 acres from the TIRZ.
(See TIRZ Ordinances, attached as Exhibit E). The City has received a petition to add the 8.33
acres removed by Ordinance No. 2010-30 back into the TIRZ. The City has also received a
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request to extend the term of the TIRZ from December 31, 2031 until December 31, 2041.
Simultaneously with the approval of this Amended Plan, the City Council has, after notice and
hearing, granted the petition to add the 8.33 acres back into the TIRZ and setting the tax increment
base year for the 8.33 acres, and granted the request to extend the term of the TIRZ until 2041.
The City has also amended the TIRZ ordinance to conditionally allow the City and the TIRZ
Board to enter into economic development agreements under Chapter 380 of the Local
Government Code to incentivize development within the TIRZ without causing termination of the
TIRZ.
2. Tax Increment Financing Agreements between City and Williamson County.
The City and Williamson County have entered into a Tax Increment Financing Agreement, as
amended, providing as follows:
· Original Tax Increment Financing Agreement (Sept. 16, 2008) – setting the County’s
participation in the TIRZ at 80%, the City’s participation at 100%, and stating several other
conditions of the County’s participation in the TIRZ.
· First Amended Tax Increment Financing Agreement (May 15, 2012) – extending the
deadline for completion of the Conference Center from October 1, 2011 to September 30,
2015, and adding a condition that the County be allowed certain uses of the Conference
Center as an additional condition of the County’s participation in the TIRZ.
The City and the County have also negotiated a Second Amended Tax Increment Financing
Agreement reflecting the County’s approval of addition of the 8.33 acres back into the TIRZ and
approval of the extension of the term of the TIRZ until December 31, 2041, and revising some of
the other conditions to the County’s participation in the TIRZ. This Second Amended Agreement
is slated for final consideration by the respective governing bodies of the City and the County
contemporaneously with the approval of the amended TIRZ Ordinance adopting this Second
Amended Plan, and on its execution will become an attachment to this Amended Plan. (See Tax
Increment Financing Agreement and amendments, attached as Exhibit F.)
3. Zoning Ordinances. All of the property located within the TIRZ is within the
corporate limits of the City of Georgetown and within the boundaries of Williamson County,
Texas. Rivery Park is zoned as a public park. The 31.94 Acre Tract is currently zoned as a
Planned Unit Development or “PUD.” (See Ordinance No. 2007-91, as amended by Ordinance No.
2010-31, and as further amended by Ordinance No. 2013-_____). Any modifications to the City’s
Unified Development Code applicable to the development of the 31.94 Acre Tract are set forth in
the PUD Ordinance. All references in this document to the “PUD Ordinance” shall mean and
refer to the most recent PUD Ordinance pertaining to the 31.94 Acre Tract. (See PUD Ordinance,
attached as Exhibit G.)
4. Parkland Improvement Agreement. The City and Brae Group, Ltd. have entered
into that certain Parkland Improvement Agreement dated to be effective on June 26, 2013 pursuant
to which the City will allow construction of the Pond in Rivery Park, on the condition that the
other amenities and enhancements are also constructed in Rivery Park. (See Parkland Improvement
Agreement, attached as Exhibit H.)
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5. Georgetown Transportation Enhancement Commission (GTEC) Performance
Agreement. GTEC, the City, and Novak Brothers, LLC have negotiated that certain Performance
Agreement dated to be effective on City Council approval pursuant to which GTEC will finance
up to $750,000 for construction of the extension of certain public roadways and intersection
improvements within the boundaries of the TIRZ, as stated in said Agreement. (See GTEC
Performance Agreement, attached as Exhibit I.)
6. Georgetown Economic Development Corporation (GEDCO) Performance
Agreement. GEDCO, the City, Novak Brothers, LLC and Hines Georgetown Hotel LLC have
negotiated that certain Performance Agreement dated to be effective on City Council approval
pursuant to which GEDCO will finance streets and roads, rail spurs, water and sewer utilities,
electric utilities, or gas utilities, drainage, site improvements, and related improvements within and
outside of the TIRZ boundaries, as stated in said Agreement. (See GEDCO Performance
Agreement, attached as Exhibit J.)
7. Joint Use and Access Agreement. The City, Novak Brothers, LLC and Hines
Georgetown Hotel LLC have negotiated that certain Joint Use and Access Agreement dated to be
effective on City Council approval whereby the City has acquired ownership of the Public Parking
Garage and use of the Conference Center. (See Joint Use and Access Agreement, attached as
Exhibit K.)
8. Master Development Agreement. The City, Novak Brothers, LLC and Hines
Georgetown Hotel LLC have negotiated that certain Master Development Agreement dated to be
effective on City Countil approval. (See Master Development Agreement, attached as Exhibit L)
D. Non-Project Costs (§ 311.011(b)(3))
The Non-Project Costs include those development items that will be privately funded and
for which no tax increment reimbursement is expected. The Non-Project Cost items and their
estimated costs are shown on TABLE 2, below:
Improvement Cost
Conference Center $12,500,000.00
Hotel $48,261,069.00
Apartments $26,400,000.00
Brownstone Condominiums $21,600,000.00
Total $108,761,069.00
E. Relocation (§ 311.011(b)(4))
No residential relocation will be required as a part of the creation or development of the
TIRZ.III. FINANCING PLAN
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A. List of Estimated Project Costs3 Including Administrative Expenses (§ 311.011(c)(1)
and (2))
TABLE 3, which is attached hereto and incorporated herein by reference for all purposes
as if set forth in full, lists the estimated costs for the public works/improvements/programs to be
constructed or conducted in the TIRZ for which reimbursement from the tax increment revenue
fund is expected. The estimates shown on TABLE 3 for the Project Costs are in year 2013 dollars
and are subject to change. TIRZ revenues would be used to pay directly for the Project Costs or
will be used to pay debt service on obligations issued for the Project Costs, in accordance with, and
up to the amounts stated in separate contracts pertaining to same.
The design and construction of the public works/improvements in the TIRZ will require
professional services for the design and engineering of public improvements, including but not
limited to inspecting/testing of soils and construction materials and overseeing construction
operations (including, but not limited to, the City’s oversight of the Public Parking Garage
construction.) Professional surveying, architectural services, legal services, planning services,
financial services, and other professional services will also be required for the public
works/improvements in the TIRZ.
The ongoing administration of the TIRZ will require services including, but not limited to,
such services as accountants and bookkeepers, engineers, legal counsel, planners or other
administrative services deemed necessary by the TIRZ Board to implement this Amended Plan.
Other costs include organizational costs such as the costs of conducting environmental impact
studies or other studies, the cost of publicizing the TIRZ, and the cost of preparing and
implementing the Amended Plan.
B. Kind, Number, Location of Public Works/Public Improvements/Programs to be
Financed by the TIRZ (§ 311.011(c)(2))
Information regarding the kind, number, and location of all public works/public
improvements and public programs to be financed by the tax increment generated in the TIRZ is
included on TABLE 3. In general, these items include the following, along with all allowable
incidental costs related thereto:
· costs for design and construction, and on-going maintenance and costs of the Public
Parking Garage to be located in Zone B1,
· costs related to the City’s oversight of the design, engineering and construction of the
Public Parking Garage to be located in Zone B1;
· certain costs related to the Hotel to be located in Zone B1;
· on-site public infrastructure to be located in all Zones (e.g., paving, water utilities,
wastewater utilities, erosion and sediment control, trench safety, electric utilities, gas
utilities, traffic safety improvements, and landscaping);
· easements (or other ownership interest) for all required public roadways and/or
infrastructure inside and outside of the TIRZ boundaries;
3 The term “Project Costs” means those costs that meet the definition of the term “Project Cost” set forth in Section
311.002 (1)(A-K) of the Act.
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· various improvements and amenities to be added in Rivery Park as detailed in TABLE 1
and TABLE 3;
· off-site traffic improvements benefitting the TIRZ as generally described on TABLE 3 and
more particularly described in the TIA;
· public shuttle bus service to and from the Public Parking Garage (and perhaps other
locations within the TIRZ) during Conference Center events (if necessary) and during all
special events in the City for which public parking is in high demand (e.g., Red Poppy
Festival, Christmas Stroll, fairs, concerts, sporting events, and other special events held in
and/or sponsored by the City);
· Tourist information kiosk;
· Use by the City and Williamson County of the Conference Center for a total of six times
each year, at no cost for the facility rental rate to the City or the County;
· Operation and maintenance costs for all public works/improvements/programs;
· Another public parking garage similar to the one to be located in Zone B1 (if necessary to
meet parking requirements for Zones B2 and B3 or otherwise desirable to meet public
demand); and
· TIRZ operating, marketing, and administrative costs.
The locations of these proposed improvements are shown on Exhibits C and D.
C. Economic Feasibility Study (§ 311.011(c)(3))
A market and economic feasibility study for the TIRZ was previously conducted by The
Perryman Group. (See Ordinance No. 2007-91). Another study dated September 27, 2010 was
conducted by Colliers PKF Consulting USA, which is attached hereto as Exhibit M
D. Estimate of Bonded Indebtedness to be Incurred (§ 311.011(c)(4))
It is anticipated that the City will issue a total of approximately $8,140,000 in taxable
Limited Tax Notes (“LTNs”) to fund the costs associated with the Public Parking Garage and
other Project Costs that are eligible for such financing and consistent with the Master Development
Agreement.
It is also anticipated that GEDCO will contribute an amount not to exceed $4,500,000 in
financing, which is currently anticipated to consist of approximately $2,600,000 in sales tax
revenue bonds and approximately $1,900,000 in cash for the benefit of the TIRZ to fund those
costs eligible for such funding under Chapters 501 and 504 of the Texas Local Government Code,
consistent with the GEDCO Performance Agreement.
The estimated debt service schedule, as prepared by Specialized Public Finance, Inc.,
financial advisors to the City, is attached as Exhibit N.
E. Time of Incurring Monetary Obligations (§ 311.01l(c)(5))
The Hotel, Conference Center, Public Parking Garage, and Rivery Park Improvements are
anticipated to be completed by _______________________, 2015 as required by the various
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agreements pertaining to development of the Property. The repayment term on any taxable LTNs
issued for the Public Parking Garage is estimated at 7 years, but may be refinanced for a longer
term in accordance with the provisions of the statute authorizing the issuance of LTNs. Cash flow
projections, as prepared by the City, are illustrated in Exhibit O.
The projected build-out schedule for the Brownstones, multifamily apartments, and
retail/commercial development, and the anticipated timeframe during which reimbursement
payments from tax increment revenues from the TIRZ could be made based on revenue derived
from the improvements is also shown on Exhibit P.
F. Method of Financing/Sources of Revenue (§ 311.011(c)(6))
The City established a Tax Increment Fund (the "Fund") for the TIRZ in the ordinance
designating the TIRZ. In accordance with Section 311.013 of the Act, the TIRZ Ordinance, and the
TIF Agreement (as amended) between the City and the County, the City will contribute 100% of
the City’s ad valorem tax increment to the Fund, and the County will contribute 80% of the
County’s ad valorem tax increment to the Fund. The tax increments deposited into the Fund will be
used to pay for the approved Project Costs in accordance with the agreements approved by the
TIRZ Board of Directors and/or the City of Georgetown, along with maintaining, operating and
administering the TIRZ.
As stated in Sections II.D & II.E of this Amended Plan, it is anticipated that the City will
issue a total of approximately $8,140,000 in taxable Limited Tax Notes (“LTNs”) for the benefit
of the TIRZ and as consistent with the Master Development Agreement. It is also anticipated that
GEDCO will contribute an amount not to exceed $4,500,000 in financing, which is currently
anticipated to consist of approximately $2,600,000 in sales tax revenue bonds to cover eligible
costs under Chapter 501 and 504 of the Texas Local Government Code, and contribute
approximately $ 1,900,000 in cash for the benefit of the TIRZ and as consistent with the GEDCO
Performance Agreement.
It is also anticipated that GTEC will contribute $750,000 in cash for the benefit of the TIRZ
to fund those costs eligible for such funding under Chapters 501 and 505 of the Texas Local
Government Code, consistent with the GTEC Performance Agreement.
It is also anticipated that Novak Brothers, LLC will contribute private funds in an amount
not to exceed $3,500,000 to cover eligible costs under Chapter 501 and 504 of the Texas Local
Government Code for the benefit of the TIRZ and as consistent with the Master Development
Agreement.
After the foregoing debt and cash funding contributions are reimbursed to the City,
GEDCO, and GTEC out of monies in the Fund, Novak Brothers, LLC will be reimbursed for
eligible costs in an amount not to exceed $3,500,000. If the Fund balance is such that further
expenditures are possible, monies in the Fund may be used to reimburse the applicable entity for
the Offsite Traffic Improvements and Other Project Costs that were not previously funded by the
City, GEDCO, or GTEC, pursuant to written agreements pertaining to same.
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G. Current Appraised Value (§ 311.011(c)(7))
The base value, from which captured appraised value is calculated, is the total assessed
taxable value of all property within the TIRZ on January 1, 2007, as shown on the rolls of the
Williamson County Appraisal District, was as follows:
TABLE 4
APPRAISED VALUE IN BASE YEAR 2007
Property Owner Acreage Taxable Value
Rivery Park Limited
Partnership LLP
31.215 $4,974,292
*Included in above total, but broken out here 8.33* $907,137*
City of Georgetown 34.394 $1,022,427
The current appraised value of the land in the TIRZ is as follows:
TABLE 5
APPRAISED VALUE IN YEAR 2013
Property Owner Acreage Taxable Value
Brae Group, Ltd. 31.319 $8,067,026
Novak Brothers Texas
Brownstones, LLC
0.333 $859,812
James W & Julie Rogers 0.029 $172,174
City of Georgetown 34.394 $991,422
H. Captured Appraised Value (§ 311.011(c)(8))
It is anticipated that taxable property values will increase approximately 1% every year.
An estimate of the captured appraised value in each year of the projected life of the TIRZ is
included in Exhibit P, attached hereto.
I. Duration of the TIRZ (§ 311.011(c)(9))
The TIRZ will expire on December 31, 2041, unless sooner terminated as may be allowed
by law.
IV. Board of Directors of the TIRZ
The TIRZ was created by petition, so the City has created a TIRZ Board of Directors
composed of 9 members, each serving 2-year terms and appointed as follows: 5 members
appointed by the City Council; 2 members appointed by the Commissioners Court of Williamson
County; and 1 State Representative and 1 State Senator (or their designees) within whose districts
the TIRZ is located. As of the date of this Amended Plan, the members of the TIRZ Board of
Directors and the ending dates of their terms are:
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MEMBER NAME APPOINTED BY END OF TERM
George Garver City Council 3/1/2014
Jerry Hammerlun City Council 3/1/2015
Micki Rundell City Council 3/1/2014
Laurie Brewer City Council 3/1/2015
Jeff Novak City Council 3/1/2014
Ronald Swain City Council 3/1/2015
Valerie Covey Williamson County 3/1/2014
Marsha Farney Texas House District 20 3/1/2015
Charles Schwertner Texas Senate District 5 3/1/2014
The Board of Directors of the TIRZ will prepare (i) an Annual TIRZ Budget; (ii) an Annual
Report of TIRZ activities; and (iii) an Annual Financial Statement prepared in accordance with
Generally Accepted Accounting Principles for presentation to the City.
EXHIBIT 2 ORDINANCE AMENDING RIVERY PARK TAX INCREMENT REINVESTMENT ZONE Page 13 of 14
11/22/2013 Page 13
TABLE OF TABLES AND EXHIBITS
TABLES:
TABLE 3 PROJECT COSTS
EXHIBIT LIST:
Exhibit A Location Map Showing Boundaries of TIRZ (as amended)
Exhibit B Existing Conditions Map
Exhibit C Proposed Future Conditions Map – Rivery Park
Exhibit D Proposed Future Conditions Map – 31.94 Acre Tract (Site Layout)
Exhibit E TIRZ Ordinances
Exhibit F Tax Increment Financing Agreements
Exhibit G PUD Ordinance
Exhibit H Parkland Improvement Agreement
Exhibit I GTEC Performance Agreement
Exhibit J GEDCO Performance Agreement
Exhibit K Joint Use and Access Agreement
Exhibit L Master Development Agreement
Exhibit M Colliers PKF Consulting USA Study
Exhibit N Rivery TIRZ Debt Proforma
Exhibit O Cash Flow Projections and Build out Schedule
Exhibit P Estimated Appraised Values
EXHIBIT 2 ORDINANCE AMENDING RIVERY PARK TAX INCREMENT REINVESTMENT ZONE Page 14 of 14
11/22/2013 Page 14
EXHIBIT F
Tax Financing Agreements between City and Williamson County
(to be added)
EXHIBIT G
PUD Ordinance
(to be added)
EXHIBIT I
GTEC Performance Agreement
(to be added)
EXHIBIT J
GEDCO Performance Agreement
(to be added)
EXHIBIT K
Joint Use and Access Agreement
(to be added. May be replaced with Parking Lease Agreement)
EXHIBIT L
Master Development Agreement
(to be added)
TOTAL ESTIMATED PROJECT COSTS* - NOT TO EXCEED AMOUNT
$25,087,060.29
TOTAL NOT TO EXCEED $5,738,931.00
To include:
Land/Site
Land Acquisition Cost
Title Insurance/Impact Fees
Architectural/Engineering
Construction
Sitework
Parking Garage
Escalation/Design Contingency
Taxes/Insurance/Tap Fees
Real Estate Taxes
Utility Tap Fees/Service Charges
Financing
Legal Fees
Prjoect Administration
Contingency
TOTAL NOT TO EXCEED:$390,358.50
To include:
Silt Fence
15' Wide Vegetated Filter Strip
Park Parking Lot Expansion
Existing Park Road Demolition
Park Road Relocation
Sidewalk at Water Quality Pond
Existing Maintenance Road Relocation
Wet Pond
Wet Pond Water Line and Level Control
42" RCP Storm Sewer From Wet Pond
Wet Pond Discharge Pipe Headwall & Rip Rap
42" RCP Storm Sewer Line H
18" RCP Storn Sewer Line H-1 & Stubout
10' Curb Inlet
Curb & Gutter
Line H Headwall & Rip Rap
Curlex III Erosion Control Blanket
Shade Structure
Park Bench
Park Trash Receptacle
Disc Golf Course Signage
Electric Service to Proposed Wet Pond
Contingency
TOTAL NOT TO EXCEED $7,207,797.38
To include:
Wolf Ranch Parkway and a portion of woodlawn avenue $229,122.00 (less GTEC)
Paving and Drainage Improvments
Water Improvements
Wastewater Improvements
Temp. Erosion & Sediment Control
Trench and Excavation Safety
Site Electrical & Gas, Striping and Signage, Traffic Signal Improvements
Landscaping
Hintz Road and Hershsey Ave $1,476,254.49
Paving and Drainage Improvments
Water Improvements
Wastewater Improvements
Temp. Erosion & Sediment Control
Trench and Excavation Safety
RIVERY PARK IMPROVEMENTS
TABLE 3
ESTIMATES OF PROJECT COSTS (in 2013 dollars)
PUBLIC PARKING GARAGE
OTHER ONSITE PUBLIC INFRASTRUCTURE
TABLE 3 SECOND AMENDED PLAN Page 1 of 4
Site Electrical & Gas, Striping and Signage, Traffic Signal Improvements
Landscaping
Phase 6 (Residential Area) / Highknoll Lane $473,860.00
Paving and Drainage Improvments
Water Improvements
Wastewater Improvements
Temp. Erosion & Sediment Control
Trench and Excavation Safety
Site Electrical & Gas, Striping and Signage, Traffic Signal Improvements
Landscaping
Phases 7 - 12 (Residential Area) $2,848,840.75
Paving and Drainage Improvments
Water Improvements
Wastewater Improvements
Temp. Erosion & Sediment Control
Trench and Excavation Safety
Site Electrical & Gas, Striping and Signage, Traffic Signal Improvements
Landscaping
Contingency (10%)$502,807.72
Land under the Public areas $1,676,912.42
TOTAL NOT TO EXCEED:$2,052,247.00
To include:
Land/Site (fee simple interest)
Land Acquisition Cost
Title Insurance/Impact Fees
Architectural/Engineering
Construction
Sitework
Escalation/Design Contingency
Taxes/Insurance/Tap Fees
Real Estate Taxes
Utility Tap Fees/Service Charges
Financing
Legal Fees
Prjoect Administration
Contingency (10%)
HOTEL AND CONFERENCE CENTER PUBLIC INFRASTRUCTURE
TABLE 3 SECOND AMENDED PLAN Page 2 of 4
Not to exceed:$750,000.00
GTEC ROADWAYS
TABLE 3 SECOND AMENDED PLAN Page 3 of 4
OFF SITE TRAFFIC IMPROVEMENTS
Estimated Costs per TIA:$2,367,726.41
To include:
IH 35 SBFR @ Williams Drive - Left Turn Lane
IH 35 NBFR @ Williams Drive - Left Turn Lane
Rivery Blvd NB @ Wolf Ranch Parkway - Right Turn Lane
Rivery Blvd NB @ Theater Driveway - Right Turn Lane
IH 35 SBFR @ Rivery Blvd - Right Turn Lane
Rivery Blvd NB @ Williams Drive - Right Turn Lane
Rivery Blvd SB @ Driveway South of Wolf Ranch - Restriping
Rivery Blvd @ IH 35 Frontage Road - Shared Thru/Right Turn Lane
Williams Drive and IH 35 NBFR - NB Right Turn Lane
Williams Drive and IH 35 NGFR - EB Right Turn Lane
OTHER COSTS
Estimated over life of TIRZ:$6,580,000.00
Splash Pad $300,000.00
City Operating and Maintenace Cost for Rivery Park Improvements $400,000.00
City Costs for Oversight of Public Improvement Design/Construction $100,000.00
TIRZ Administrative Costs $250,000.00
Shuttle Service $500,000.00
Visitor Center Kisok $30,000.00
Second Public Parking Garage $5,000,000.00
TABLE 3 SECOND AMENDED PLAN Page 4 of 4
R466300BRAEGROUP LTD
R466301BRAEGROUP LTDR466302BRAEGROUP LTD
R511414NOVAK BROTHERS TEXASBROWNSTONES LLC
R511415ROGERS, JAMESW & JULIE A
R511416NOVAK BROTHERS TEXASBROWNSTONES LLC
R509086BRAEGROUP LTD
R511857BRAEGROUP LTD
R509085BRAEGROUP LTD
R428017BRAEGROUP LTD
R466296BRAEGROUP LTD
R466297BRAEGROUP LTD
R466298BRAEGROUP LTD
R511413NOVAK BROTHERS TEXASBROWNSTONES LLC
R511417NOVAK BROTHERS TEXASBROWNSTONES LLC
R511418NOVAK BROTHERS TEXASBROWNSTONES LLC
R364053CITY OFGEORGETOWN
R466299BRAEGROUP LTD
RIVERY PH 1 BLK BLT 1 REPLAT (LKB LT 1B REPLAT
COUNTRY CLUB ACRES RESUB
RIVERYPARK
GABRIEL HEIGHTS ADDN (LTS 3A &4A BLK A)
RIVERY PARK (BLKALT1-2&1-3REPLATREPLAT)
COUNTRY CLUB ACRES UNIT 2
RIVERYPARK 2
BROWNSTONEAT THESUMMIT PH 1
REPLAT
COUNTRY CLUBESTATES (BLK 4LTS 4-6 AMD)
RIVERYPH 1
RIVERVIEWMALL
COUNTRYCLUB ESTS
RIVERY PARK2 (BLKB AMD)
RIVERY
PAR
K
(L
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1 BLK
A REP
LA
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MCCOYSCHOOLSUB
SANGABRIEL VILLAGESEC 2 PH 1
COUNTRYCLUB ACRESUNIT 1
VILLAGEPARK CONDO(AMD)
ROST &ROST SUB(REPLAT)
CRESTVIEWADDN UNIT 1
RIVERY PH 1(BLK B LT1 REPLAT)
W
I
L
L
I
A
M
S
D
R
HINTZ RD
WOLF RANCH PK
W
Y
RIVERY
D
R
I
V
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W
A
Y
S IH
3
5
N
B
S IH
3
5
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CEDAR
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C O U N T R Y C L U B R D
EXIT
2
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B
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B
HIGHKNOLL LN
RIVERYBLVD
ADAMS ST
Legend
TIRZ Boundary, as amended in 2013
WCAD Parcels
Georgetown Parks This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries.
0 350175Feet
1 inch = 350 feetE
Imagery Date: December 2012
Location Map Showing Boundaries of Rivery Park TIRZ, as amended
EXHIBIT A SECOND AMENDED PLAN Page 1 of 1
R466300BRAEGROUP LTD
R466301BRAEGROUP LTDR466302BRAEGROUP LTD
R511414NOVAK BROTHERS TEXASBROWNSTONES LLC
R511415ROGERS, JAMESW & JULIE A
R511416NOVAK BROTHERS TEXASBROWNSTONES LLC
R509086BRAEGROUP LTD
R511857BRAEGROUP LTD
R509085BRAEGROUP LTD
R428017BRAEGROUP LTD
R466296BRAEGROUP LTD
R466297BRAEGROUP LTD
R466298BRAEGROUP LTD
R511413NOVAK BROTHERS TEXASBROWNSTONES LLC
R511417NOVAK BROTHERS TEXASBROWNSTONES LLC
R511418NOVAK BROTHERS TEXASBROWNSTONES LLC
R364053CITY OFGEORGETOWN
R466299BRAEGROUP LTD
RIVERY PH 1 BLK BLT 1 REPLAT (LKB LT 1B REPLAT
COUNTRY CLUB ACRES RESUB
RIVERYPARK
G
A
B
RIE
L
H
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T
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A
D
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(L
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B
L
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RIVERY PARK (BLKALT1-2&1-3REPLATREPLAT)
COUNTRY CLUBACRES UNIT 2
RIVERYPARK 2
BROWNSTONEAT THESUMMIT PH 1
REPLAT
COUNTRY CLUBESTATES (BLK 4LTS 4-6 AMD)
RIVERYPH 1
RIVERVIEWMALL
COUNTRYCLUB ESTS
GABRIELHEIGHTS
RIVERY PARK2 (BLKB AMD)
RIV
ER
Y
PARK
(L
T
1 BL
K
A REPLAT)
MCCOYSCHOOLSUB
RCDPROPERTIESLLC SUB
SAN GABRIELVILLAGESEC 2 PH 1
COUNTRY CLUBACRES UNIT 1
VILLAGEPARK CONDO(AMD)
ROST &ROST SUB(REPLAT)
CRESTVIEWADDN UNIT 1
RIVERY PH 1(BLK B LT1 REPLAT)
S IH
3
5
S
B
HINTZ RD
W O L F R A N C H P K W Y
RIVERY
D
R
I
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W
A
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W
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C OU N T R Y C L U B R D
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EXIT
2
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S IH
3
5
F
W
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B
HIGHKNOLL L N
RIVE
R
Y
B
L
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ADAMS ST
Legend
Proposed TIRZ Boundary
WCAD Parcels
Georgetown Parks This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries.
0 350175Feet
1 inch = 350 feetE
Imagery Date: December 2012
Map of Existing Conditions in Rivery Park TIRZ
EXHIBIT B SECOND AMENDED PLAN Page 1 of 1
A
A
B
B
C
C
summit at rivery park baker | aicklen + associates scale: 1”=100’
northgeorgetown, tx
context
PROPOSED WET POND OVERLOOK - PLAN VIEW
RIVERY PARK
New Wet Pond: with Wetland
Plantings and 2 Aeration Fountains
Proposed Trail and Overlook with
Shade Structure and Seating
Proposed Maintenance Access
Re-routing
PROPOSED FUTURE CONDITIONS - RIVERY PARK
EXHIBIT C SECOND AMENDED PLAN Page 1 of 2
summit at rivery park baker | aicklen + associatesgeorgetown, tx PROPOSED WET POND OVERLOOK - VIEW FROM OVERLOOK
RIVERY PARK
PROPOSED FUTURE CONDITIONS - RIVERY PARK
EXHIBIT C SECOND AMENDED PLAN Page 2 of 2
DATE: 11.13.2013 SUMMIT AT RIVERY PARK - EXHIBIT B BAKER-AICKLEN & ASSOCIATES
507 West Liberty Ave.
Round Rock, TX 78664
COMMERCIAL
HOTEL
CONVENTION CENTER
MULTIFAMILY
BROWNSTONESCC
B3B3
B2B2
B1B1
AA
11
33
33
44
ZONE BOUNDARIESZONE BOUNDARIES
AMENITY AREASAMENITY AREAS
A, B1, B2, B3 and CA, B1, B2, B3 and C
1, 3 and 41, 3 and 4
VEHICULAR CIRCULATION | ACCESS
PROPOSED FUTURE CONDITINS MAP - 31.94 ACRE TRACT
EXHIBIT D SECOND AMENDED PLAN Page 1 of 1
Exhibit E
Ordinance 2007-91
Ordinance 2008-63
Ordinance 2010-30
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 1 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 2 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 3 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 4 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 5 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 6 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 7 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 8 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 9 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 10 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 11 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 12 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 13 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 14 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 15 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 16 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 17 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 18 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 19 of 20
Parkland Improvement Agreement
EXHIBIT H SECOND AMENDED PLAN Page 20 of 20
EXHIBIT M - COLLIERS PKF CONSULTING USA STUDY 1 of 66
This exhibit is voluminous. A record copy of the entire report is on file in the office of the City Secretary of the City of Georgetown.
City of Georgetown, Texas
Rivery TIRZ & GEDCO ‐ Debt Service Proforma
Case: Series 2014 LTN Net Proceeds (October 2014)6,140,500$
Series 2015 LTN Net Proceeds (October 2015)2,000,000$
Series 2016 STRB Net Proceeds (May 2016)2,600,000$
Required Cash Contribution (GEDCO)1,759,500$
12 500 000$12,500,000$
Fiscal Proposed Proposed Total Proposed
Year 6,505,000$ Estimated 2,085,000$ Projected 2,945,000$
Ended Taxable Series Capitalized Taxable Series TIRZ Debt Taxable Series
30‐Sep 2014 LTN's (1) Interest 2015 LTN's (2) Service (D/S) 2016 STRB's
2015 198,583 (198,583)$ ‐$ ‐$ ‐$
2016 227,675 ‐ 68,197 295,872 ‐
2017 527,675 ‐ 153,188 680,863 237,747
2018 527,175 ‐ 150,375 677,550 236,100
2019 531,325 ‐ 152,563 683,888 237,500
2020 503,767 ‐ 149,563 653,330 238,600
2021 503,767 ‐ 161,093 664,860 239,400
2022 503,767 ‐ 161,093 664,860 239,900
2023 503,767 ‐ 161,093 664,860 240,100
2024 503 767 ‐161 093 664 860 240 0002024503,767 ‐ 161,093 664,860 240,000
2025 503,767 ‐ 161,093 664,860 239,600
2026 503,767 ‐ 161,093 664,860 238,900
2027 503,767 ‐ 161,093 664,860 237,900
2028 503,767 ‐ 161,093 664,860 236,600
2029 503,767 ‐ 161,093 664,860 240,000
2030 503,767 ‐ 161,093 664,860 237,800
2031 503,767 ‐ 161,093 664,860 240,300
2032 503,767 ‐ 161,093 664,860 237,200
2033 503,767 ‐ 161,093 664,860 238,800
2034 503,767 ‐ 161,093 664,860 239,800
2035 503,767 ‐ 161,093 664,860 235,200
2036 503,767 ‐ 161,093 664,860 240,300
2037 503,767 ‐ 161,093 664,860 239,500
2038 503,767 ‐ 161,093 664,860 238,100
2039 503 767 ‐161 093 664 860 236 1002039503,767 ‐ 161,093 664,860 236,100
2040 503,767 ‐ 161,093 664,860 238,500
2041 ‐ ‐ ‐ ‐ ‐
(1) Assumes $5,570,000 refinanced not later than 2020. Preliminary, subject to market rates at time of refinancing.
(2) Assumes $1,775,000 refinanced not later than 2021. Preliminary, subject to market rates at time of refinancing.
RIVERY TIRZ DEBT PROFORMA
EXHIBIT N SECOND AMENDED PLAN Page 1 of 1
Rivery Project
Updated:11/4/2013
Year AV Total TIRZ Rev City Debt PMT Net Rev TIRZ DSC TIRZ Beginning TIRZ Bal Ending TIRZ Bal
2015 $79,350,844.98 $25,652.38 $0.00 $25,652.38 ‐$158,326.00 $183,978.38
2016 $93,563,741.43 $639,298.02 ($295,872.00)$343,426.02 2.16 $183,978.38 $527,404.39
2017 $99,975,118.78 $1,154,741.28 ($918,610.00)$236,131.28 1.26 $527,404.39 $763,535.67
2018 $104,771,577.12 $1,207,459.04 ($913,650.00)$293,809.04 1.32 $763,535.67 $1,057,344.71
2019 $109,637,285.48 $1,247,245.84 ($921,388.00)$325,857.84 1.35 $1,057,344.71 $1,383,202.55
2020 $114,573,259.39 $1,287,689.25 ($891,930.00)$395,759.25 1.44 $1,383,202.55 $1,778,961.80
2021 $115,980,529.40 $1,328,799.58 ($743,167.00)$585,632.58 1.79 $1,778,961.80 $589,594.38
2022 $117,406,141.31 $1,341,367.56 ($743,667.00)$597,700.56 1.80 $589,594.38 $1,187,294.94
2023 $118,850,346.39 $1,354,112.75 ($743,867.00)$610,245.75 1.82 $1,187,294.94 $1,797,540.69
2024 $120,313,399.50 $1,367,037.73 ($743,767.00)$623,270.73 1.84 $1,797,540.69 $661,311.42
2025 $121,795,559.09 $1,380,145.14 ($743,367.00)$636,778.14 1.86 $661,311.42 $1,298,089.56
2026 $123,297,087.27 $1,393,437.66 ($742,667.00)$650,770.66 1.88 $1,298,089.56 $1,948,860.22
2027 $124,818,249.87 $1,406,917.99 ($741,667.00)$665,250.99 1.90 $1,948,860.22 $2,614,111.21
2028 $126,359,316.49 $1,420,588.90 ($740,367.00)$680,221.90 1.92 $2,614,111.21 $3,294,333.11
2029 $127,920,560.57 $1,434,453.18 ($743,767.00)$690,686.18 1.93 $3,294,333.11 $3,985,019.29
2030 $129,502,259.41 $1,448,513.67 ($741,567.00)$706,946.67 1.95 $3,985,019.29 $4,691,965.96
2031 $131,104,694.24 $1,462,773.24 ($744,067.00)$718,706.24 1.97 $4,691,965.96 $5,410,672.20
2032 $132,728,150.32 $1,477,234.83 ($740,967.00)$736,267.83 1.99 $5,410,672.20 $6,146,940.03
2033 $134,372,916.92 $1,491,901.40 ($742,567.00)$749,334.40 2.01 $6,146,940.03 $6,896,274.43
2034 $136,039,287.45 $1,506,775.97 ($743,567.00)$763,208.97 2.03 $6,896,274.43 $7,659,483.40
2035 $137,727,559.47 $1,521,861.59 ($738,967.00)$782,894.59 2.06 $7,659,483.40 $8,442,377.99
2036 $139,438,034.77 $1,537,161.37 ($744,067.00)$793,094.37 2.07 $8,442,377.99 $9,235,472.36
2037 $141,171,019.46 $1,552,678.46 ($743,267.00)$809,411.46 2.09 $9,235,472.36 $10,044,883.82
2038 $142,926,823.95 $1,568,416.06 ($741,867.00)$826,549.06 2.11 $10,044,883.82 $10,871,432.88
2039 $144,705,763.13 $1,584,377.42 ($739,867.00)$844,510.42 2.14 $10,871,432.88 $11,715,943.30
2040 $146,508,156.32 $1,600,565.83 ($742,267.00)$858,298.83 2.16 $11,715,943.30 $12,574,242.13
2041 $148,334,327.42 $1,616,984.65 $0.00 $1,616,984.65 ‐$12,574,242.13 $14,191,226.78
Subtotal $36,358,190.78 ($18,790,790.00)$17,567,400.78
*$5,570,000 refinanced in 2020
*$1,775,000 Oct. 15 LTN bond paid off in 2021 Positive Net TIRZ Rev
*$1,759,500 GEDCO Cash repaid in 2024 DSC below 1.5
DSC above 1.5
CASH FLOW PROJECTIONS AND BUILD OUT SCHEDULE
EXHIBIT O SECOND AMENDED PLAN Page 1 of 1
Cost
Conf Cent $12,500,000.00
Hotel/Garage $54,000,000.00
Apartments $26,400,000.00
Brownstones at 6 years $21,600,000.00
Total $114,500,000.00 100%80%
0.4525 0.4577
Growth %‐30%0.75%1.50%1.00%1.00%1.00%0.001 0
Year Hotel Value Apartments Value BrownStones Value Resturant Value Pre‐TIRZ Val Conf Cent Val Land Val TIRZ Total Taxable TIRZ Val City Tax Rate County Tax Rate
(excludes road/bridge
rate of 0.04)
TIRZ Tax Rev
2015 $54,000,000.00 $0.00 $4,692,533.00 $0.00 $6,066,825.00 $12,500,000.00 $9,250,844.98 $79,350,844.98 0.4395 0.4577 $25,652.38
2016 $37,800,000.00 $26,400,000.00 $8,362,921.00 $1,500,000.00 $6,066,825.00 $11,250,000.00 $9,343,353.43 $93,563,741.43 0.4405 0.4577 $639,298.02
2017 $38,367,000.00 $26,598,000.00 $12,088,364.81 $3,215,000.00 $6,066,825.00 $11,362,500.00 $9,436,786.97 $99,975,118.78 0.4415 0.4577 $754,741.28
2018 $38,942,505.00 $26,797,485.00 $15,869,690.28 $3,247,150.00 $6,066,825.00 $11,476,125.00 $9,531,154.84 $104,771,577.12 0.4425 0.4577 $807,459.04
2019 $39,526,642.58 $26,998,466.14 $19,707,735.64 $3,279,621.50 $6,066,825.00 $11,590,886.25 $9,626,466.38 $109,637,285.48 0.4435 0.4577 $847,245.84
2020 $40,119,542.21 $27,200,954.63 $23,603,351.67 $3,312,417.72 $6,066,825.00 $11,706,795.11 $9,722,731.05 $114,573,259.39 0.4445 0.4577 $887,689.25
2021 $40,721,335.35 $27,404,961.79 $23,957,401.95 $3,345,541.89 $6,066,825.00 $11,823,863.06 $9,819,958.36 $115,980,529.40 0.4455 0.4577 $928,799.58
2022 $41,332,155.38 $27,610,499.01 $24,316,762.98 $3,378,997.31 $6,066,825.00 $11,942,101.69 $9,918,157.94 $117,406,141.31 0.4465 0.4577 $941,367.56
2023 $41,952,137.71 $27,817,577.75 $24,681,514.42 $3,412,787.28 $6,066,825.00 $12,061,522.71 $10,017,339.52 $118,850,346.39 0.4475 0.4577 $954,112.75
2024 $42,581,419.77 $28,026,209.58 $25,051,737.14 $3,446,915.16 $6,066,825.00 $12,182,137.94 $10,117,512.92 $120,313,399.50 0.4485 0.4577 $967,037.73
2025 $43,220,141.07 $28,236,406.15 $25,427,513.19 $3,481,384.31 $6,066,825.00 $12,303,959.32 $10,218,688.05 $121,795,559.09 0.4495 0.4577 $980,145.14
2026 $43,868,443.19 $28,448,179.20 $25,808,925.89 $3,516,198.15 $6,066,825.00 $12,426,998.91 $10,320,874.93 $123,297,087.27 0.4505 0.4577 $993,437.66
2027 $44,526,469.83 $28,661,540.54 $26,196,059.78 $3,551,360.13 $6,066,825.00 $12,551,268.90 $10,424,083.68 $124,818,249.87 0.4515 0.4577 $1,006,917.99
2028 $45,194,366.88 $28,876,502.10 $26,589,000.68 $3,586,873.73 $6,066,825.00 $12,676,781.59 $10,528,324.51 $126,359,316.49 0.4525 0.4577 $1,020,588.90
2029 $45,872,282.38 $29,093,075.86 $26,987,835.69 $3,622,742.47 $6,066,825.00 $12,803,549.40 $10,633,607.76 $127,920,560.57 0.4535 0.4577 $1,034,453.18
2030 $46,560,366.62 $29,311,273.93 $27,392,653.22 $3,658,969.90 $6,066,825.00 $12,931,584.90 $10,739,943.84 $129,502,259.41 0.4545 0.4577 $1,048,513.67
2031 $47,258,772.12 $29,531,108.49 $27,803,543.02 $3,695,559.60 $6,066,825.00 $13,060,900.75 $10,847,343.27 $131,104,694.24 0.4555 0.4577 $1,062,773.24
2032 $47,967,653.70 $29,752,591.80 $28,220,596.17 $3,732,515.19 $6,066,825.00 $13,191,509.76 $10,955,816.71 $132,728,150.32 0.4565 0.4577 $1,077,234.83
2033 $48,687,168.51 $29,975,736.24 $28,643,905.11 $3,769,840.34 $6,066,825.00 $13,323,424.85 $11,065,374.87 $134,372,916.92 0.4575 0.4577 $1,091,901.40
2034 $49,417,476.03 $30,200,554.26 $29,073,563.68 $3,807,538.75 $6,066,825.00 $13,456,659.10 $11,176,028.62 $136,039,287.45 0.4585 0.4577 $1,106,775.97
2035 $50,158,738.17 $30,427,058.42 $29,509,667.14 $3,845,614.13 $6,066,825.00 $13,591,225.69 $11,287,788.91 $137,727,559.47 0.4595 0.4577 $1,121,861.59
2036 $50,911,119.25 $30,655,261.36 $29,952,312.15 $3,884,070.28 $6,066,825.00 $13,727,137.95 $11,400,666.80 $139,438,034.77 0.4605 0.4577 $1,137,161.37
2037 $51,674,786.04 $30,885,175.82 $30,401,596.83 $3,922,910.98 $6,066,825.00 $13,864,409.33 $11,514,673.47 $141,171,019.46 0.4615 0.4577 $1,152,678.46
2038 $52,449,907.83 $31,116,814.64 $30,857,620.78 $3,962,140.09 $6,066,825.00 $14,003,053.42 $11,629,820.20 $142,926,823.95 0.4625 0.4577 $1,168,416.06
2039 $53,236,656.44 $31,350,190.75 $31,320,485.09 $4,001,761.49 $6,066,825.00 $14,143,083.96 $11,746,118.40 $144,705,763.13 0.4635 0.4577 $1,184,377.42
2040 $54,035,206.29 $31,585,317.18 $31,790,292.37 $4,041,779.10 $6,066,825.00 $14,284,514.80 $11,863,579.59 $146,508,156.32 0.4645 0.4577 $1,200,565.83
2041 $54,845,734.39 $31,822,207.05 $32,267,146.75 $4,082,196.90 $6,066,825.00 $14,427,359.94 $11,982,215.38 $148,334,327.42 0.4655 0.4577 $1,216,984.65
Building all
Construction Costs
ESTIMATED APPRAISED VALUES
EXHIBIT P SECOND AMENDED PLAN Page 1 of 1
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SECOND1 AMENDED
FINAL PROJECT PLAN
AND
REINVESTMENT ZONE FINANCING PLAN
FOR
RIVERY PARK TAX INCREMENT REINVESTMENT ZONE
___________________
(final City Council approval date)
1 A First Amended Project and Financing Plan was approved by the Rivery Park TIRZ Board of Directors on October 10,
2012, but was never presented to or approved by the Georgetown City Council.
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TABLE OF CONTENTS
I INTRODUCTION 3
II PROJECT PLAN
A Existing Uses and Conditions ( §311.011(b)(1)) 4
B Proposed Uses and Conditions (§ 311.011(b)(1)) 4
C Municipal Ordinances and Agreements (§ 311.011(b)(2)) 5
D Non-Project Costs (§ 311.011(b)(3)) 7
E Relocation (§ 311.011(b)(4)) 7
III FINANCING PLAN
A List of Estimated Project Costs (§ 311.011(c)(1)) 8, Tbl.3
B Kind, Number, and Location of Proposed Public Improvements to be Financed
by the TIRZ (§ 311.011(c)(2))
8
C Economic Feasibility Study (§ 311.011(c)(3)) 9
D Estimate of Bonded Indebtedness to be Incurred (§ 311.011(c)(4)) 9
E Time of Incurring Monetary Obligations (§ 311.011(c)(5)) 9
F Method of Financing/Sources of Revenue for Project Costs (§ 311.011(c)(6)) 10
G Current Appraised Value (§ 311.011(c)(7)) 10
H Estimated Captured Appraised Value (§ 311.011(c)(8)) 11
I Duration of the TIRZ (§ 311.011(c)(9)) 11
IV BOARD OF DIRECTORS OF THE TIRZ 11
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I. INTRODUCTION
The Rivery Park Tax Increment Reinvestment Zone (the “TIRZ”) is a tax increment
reinvestment zone designated by the City of Georgetown (the “City”) pursuant to the Tax
Increment Financing Act, as codified in Chapter 311 of the Texas Tax Code, as amended (the
“Act”).
The TIRZ was originally created by Ordinance No. 2007-91 (Dec. 11, 2007) as a 67.752
acre TIRZ composed of two tracts: The first tract consists of approximately 31.94 acres of
privately-owned land generally located at the northwest corner of IH-35 S. and Rivery Boulevard
(the “31.94 Acre Tract”); the second tract consists of approximately 35 acres of City-owned land
consisting of the City’s Rivery Park (“Rivery Park”).
In 2010, after the required notice and hearing, the City approved a petition requesting that
8.33 acres of land be removed from the 31.94 Acre Tract within the TIRZ. On November 12, 2013
owner of at least 50% of the appraised value of the 8.33 acres, Brae Group, Ltd, whose general
partner is Novak Brothers, LLC, by and through its member and authorized agent, Jeff Novak,
requested that the 8.33 acres be added back into the TIRZ. After finding that the petition was
legally sufficient under Section 311.007 of the Act, and after the required notice and hearing, the
City Council adopted Ordinance No. 2013-___ (_______) approving the petition and adding the
8.33 acres of land back into the TIRZ. Therefore, as of the date of this Amended Project Plan and
Reinvestment Zone Financing Plan (collectively, the “Amended Plan”), the total size of the TIRZ
is 67.752 acres and the current landowners in the Zone are the City (for Rivery Park), and NOVAK
BROTHERS TEXAS BROWNSTONES, LLC (for 0.333 acres out of the 31.94 Acre Tract) and
BRAE GROUP, LTD. (for the remainder of land in the 31.94 Acre Tract).
Exhibit A depicts the vicinity and boundaries of the TIRZ, as recently amended to include
the 8.33 acre tract.
The purpose of the TIRZ is to provide a financing vehicle necessary to facilitate a program
of public improvements to allow and encourage the development of a hotel having at least 221
rooms and having a AAA 3 Diamond Rating or a 2 Star Forbes Rating (based on the 2013 hotel
rating systems) in the Starwood Hotels & Resorts Worldwide, Inc. brand (the “Hotel”), a
conference center including a ballroom comprised of at least 16,000 square feet (the “Conference
Center”), and a multi-level above-ground public parking garage containing at least 336- space (the
“Public Parking Garage”). Another purpose of the TIRZ is to construct amenities in and make
other improvements necessary to increase accessibility to Rivery Park and enhance the park
experience for visitors. Other development within the TIRZ is anticipated to include single and
multifamily residential development and commercial/ retail space, as allowed by the PUD
Ordinance (defined below).
The tax increment generated within the TIRZ would be used to finance costs associated
with the construction, maintenance, and repair of the Public Parking Garage, improvements in
Rivery Park, public utilities within the TIRZ, public roadways (and related improvements) within
and outside of the TIRZ boundaries, and other costs that meet the definition of “project costs”
under the Act and this Amended Plan.
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II. PROJECT PLAN
A. Existing Land Uses and Conditions (§ 311.011(b)(l))
1. Rivery Park: Rivery Park is an existing City-owned public park that is partially
developed with trails, a pond, a disc golf course, and a small surface parking lot. Exhibit B is a
map illustrating the existing uses and conditions the Rivery Park, as required by Section
311.011(b)(l) of the Act.
2. 31.94 Acre Tract2:
· Zone A – Zone A is currently vacant and unimproved.
· Zone B1– Zone B1 is currently vacant and unimproved.
· Zone B2– Zone B2 is currently vacant and unimproved.
· Zone B3– Zone B3 is currently vacant and unimproved.
· Zone C – Zone C is partially developed. As of the date of this Amended Plan, a final plat
for Phases 1 and 2 - 4 of the Brownstones at the Summit has been approved and recorded
(See Document No. 2011047662 and Document No. 2013070833 in the Official Records of
Williamson County, Texas).
B. Proposed Land Uses and Conditions (§ 311.011(b)(l))
1. Rivery Park: The proposed future use of Rivery Park shall continue to be as a
public park, but with additional public amenities and improved public access and parking. The
improvements shown on TABLE 1, below, are proposed to be constructed in Rivery Park:
TABLE 1
RIVERY PARK IMPROVEMENTS
1 New Stormwater Detention Pond (approx. 0.6 acre pond, as more fully described in the
plans entitled, “The Summit at Rivery Park Phases 5 and 6 Construction Plans, Con
2012-033”, sometimes referred to as the “Pond”)
2 Wetland plantings in the Pond
3 Two (2 ) new aeration fountains in existing pond
4 Eight (8) new parking spaces in the existing Rivery Park surface parking lot with two ( 2)
additional accessible spaces, and micro-surfacing and striping of the entire Park parking
lot
2 In this Amended Plan, the developable areas within the 31.94 Acre Tract have been assigned the same development
area designations as in the PUD Ordinance. See Exhibit D for Zone designations.
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5 Re-routed disc golf course hole #17 over the Pond with new hole signs and concrete tee
boxes for all 18 holes.
6 Trail and boardwalk with shade structure and seating, all ADA accessible
7 Maintenance access road re-routed/re-constructed to be a minimum of ten feet (10’) wide
8 Splash Pad
A map showing the proposed future uses and conditions of Rivery Park is attached as Exhibit C.
2. 31.94 Acre Tract: Subject to the PUD Ordinance (defined below) and the other
ordinances and agreements applicable to the 31.94 Acre Tract, the proposed future uses of the
31.94 Acre Tract are as follows:
Zone A – Zone A is proposed to be designed and developed with multifamily residential
development (apartments) and associated parking.
Zone B1 – Zone B1 is proposed to be designed and developed with the Hotel, Conference
Center, and Public Parking Garage.
Zone B2– Zone B2 is proposed to be designed and developed with commercial and retail
uses and associated parking.
Zone B3 – Zone B3 is proposed to be designed and developed with commercial and retail
uses and associated parking.
Zone C – Zone C is proposed to be designed and developed with 114 residential
condominium units known as “The Brownstones at the Summit” and associated parking.
The proposed future uses and conditions of the 31.94 Acre Tract are described in the PUD
Ordinance and shown on the Site Layout on Exhibit D, attached hereto and incorporated herein by
reference for all purposes.
C. Municipal Ordinances and Agreements (§ 311.011(b)(2))
There are several ordinances and agreements affecting the property within the TIRZ. A
brief summary of these ordinances and agreements is provided below. Except as otherwise
expressly provided in the ordinances and agreements identified below, all development of the land
in the TIRZ will be done in accordance with all applicable development and construction
ordinances, regulations and requirements of the City of Georgetown:
1. TIRZ Ordinances. The City has passed three (3) ordinances relating to the TIRZ:
· Ordinance No. 2007-91 — approving the petition creating the TIRZ.
· Ordinance No. 2008-63 — reflecting the County’s participation in the TIRZ at 80% and
changing the composition of the Board of Directors to reflect the County’s
participation.
· Ordinance No. 2010-30 — approving petition to remove 8.33 acres from the TIRZ.
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(See TIRZ Ordinances, attached as Exhibit E). The City has received a petition to add the 8.33
acres removed by Ordinance No. 2010-30 back into the TIRZ. The City has also received a
request to extend the term of the TIRZ from December 31, 2031 until December 31, 2041.
Simultaneously with the approval of this Amended Plan, the City Council has, after notice and
hearing, granted the petition to add the 8.33 acres back into the TIRZ and setting the tax increment
base year for the 8.33 acres, and granted the request to extend the term of the TIRZ until 2041.
The City has also amended the TIRZ ordinance to conditionally allow the City and the TIRZ
Board to enter into economic development agreements under Chapter 380 of the Local
Government Code to incentivize development within the TIRZ without causing termination of the
TIRZ.
2. Tax Increment Financing Agreements between City and Williamson County.
The City and Williamson County have entered into a Tax Increment Financing Agreement, as
amended, providing as follows:
· Original Tax Increment Financing Agreement (Sept. 16, 2008) – setting the County’s
participation in the TIRZ at 80%, the City’s participation at 100%, and stating several other
conditions of the County’s participation in the TIRZ.
· First Amended Tax Increment Financing Agreement (May 15, 2012) – extending the
deadline for completion of the Conference Center from October 1, 2011 to September 30,
2015, and adding a condition that the County be allowed certain uses of the Conference
Center as an additional condition of the County’s participation in the TIRZ.
The City and the County have also negotiated a Second Amended Tax Increment Financing
Agreement reflecting the County’s approval of addition of the 8.33 acres back into the TIRZ and
approval of the extension of the term of the TIRZ until December 31, 2041, and revising some of
the other conditions to the County’s participation in the TIRZ. This Second Amended Agreement
is slated for final consideration by the respective governing bodies of the City and the County
contemporaneously with the approval of the amended TIRZ Ordinance adopting this Second
Amended Plan, and on its execution will become an attachment to this Amended Plan. (See Tax
Increment Financing Agreement and amendments, attached as Exhibit F.)
3. Zoning Ordinances. All of the property located within the TIRZ is within the
corporate limits of the City of Georgetown and within the boundaries of Williamson County,
Texas. Rivery Park is zoned as a public park. The 31.94 Acre Tract is currently zoned as a
Planned Unit Development or “PUD.” (See Ordinance No. 2007-91, as amended by Ordinance No.
2010-31, and as further amended by Ordinance No. 2013-_____). Any modifications to the City’s
Unified Development Code applicable to the development of the 31.94 Acre Tract are set forth in
the PUD Ordinance. All references in this document to the “PUD Ordinance” shall mean and
refer to the most recent PUD Ordinance pertaining to the 31.94 Acre Tract. (See PUD Ordinance,
attached as Exhibit G.)
4. Parkland Improvement Agreement. The City and Brae Group, Ltd. have entered
into that certain Parkland Improvement Agreement dated to be effective on June 26, 2013 pursuant
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to which the City will allow construction of the Pond in Rivery Park, on the condition that the
other amenities and enhancements are also constructed in Rivery Park. (See Parkland Improvement
Agreement, attached as Exhibit H.)
5. Georgetown Transportation Enhancement Commission (GTEC) Performance
Agreement. GTEC, the City, and Novak Brothers, LLC have negotiated that certain Performance
Agreement dated to be effective on City Council approval pursuant to which GTEC will finance
up to $750,000 for construction of the extension of certain public roadways and intersection
improvements within the boundaries of the TIRZ, as stated in said Agreement. (See GTEC
Performance Agreement, attached as Exhibit I.)
6. Georgetown Economic Development Corporation (GEDCO) Performance
Agreement. GEDCO, the City, Novak Brothers, LLC and Hines Georgetown Hotel LLC have
negotiated that certain Performance Agreement dated to be effective on City Council approval
pursuant to which GEDCO will finance streets and roads, rail spurs, water and sewer utilities,
electric utilities, or gas utilities, drainage, site improvements, and related improvements within and
outside of the TIRZ boundaries, as stated in said Agreement. (See GEDCO Performance
Agreement, attached as Exhibit J.)
7. Joint Use and Access Agreement. The City, Novak Brothers, LLC and Hines
Georgetown Hotel LLC have negotiated that certain Joint Use and Access Agreement dated to be
effective on City Council approval whereby the City has acquired ownership of the Public Parking
Garage and use of the Conference Center. (See Joint Use and Access Agreement, attached as
Exhibit K.)
8. Master Development Agreement. The City, Novak Brothers, LLC and Hines
Georgetown Hotel LLC have negotiated that certain Master Development Agreement dated to be
effective on City Countil approval. (See Master Development Agreement, attached as Exhibit L)
D. Non-Project Costs (§ 311.011(b)(3))
The Non-Project Costs include those development items that will be privately funded and
for which no tax increment reimbursement is expected. The Non-Project Cost items and their
estimated costs are shown on TABLE 2, below:
Improvement Cost
Conference Center $12,500,000.00
Hotel $48,261,069.00
Apartments $26,400,000.00
Brownstone Condominiums $21,600,000.00
Total $108,761,069.00
E. Relocation (§ 311.011(b)(4))
No residential relocation will be required as a part of the creation or development of the
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TIRZ.III. FINANCING PLAN
A. List of Estimated Project Costs3 Including Administrative Expenses (§ 311.011(c)(1)
and (2))
TABLE 3, which is attached hereto and incorporated herein by reference for all purposes
as if set forth in full, lists the estimated costs for the public works/improvements/programs to be
constructed or conducted in the TIRZ for which reimbursement from the tax increment revenue
fund is expected. The estimates shown on TABLE 3 for the Project Costs are in year 2013 dollars
and are subject to change. TIRZ revenues would be used to pay directly for the Project Costs or
will be used to pay debt service on obligations issued for the Project Costs, in accordance with, and
up to the amounts stated in separate contracts pertaining to same.
The design and construction of the public works/improvements in the TIRZ will require
professional services for the design and engineering of public improvements, including but not
limited to inspecting/testing of soils and construction materials and overseeing construction
operations (including, but not limited to, the City’s oversight of the Public Parking Garage
construction.) Professional surveying, architectural services, legal services, planning services,
financial services, and other professional services will also be required for the public
works/improvements in the TIRZ.
The ongoing administration of the TIRZ will require services including, but not limited to,
such services as accountants and bookkeepers, engineers, legal counsel, planners or other
administrative services deemed necessary by the TIRZ Board to implement this Amended Plan.
Other costs include organizational costs such as the costs of conducting environmental impact
studies or other studies, the cost of publicizing the TIRZ, and the cost of preparing and
implementing the Amended Plan.
B. Kind, Number, Location of Public Works/Public Improvements/Programs to be
Financed by the TIRZ (§ 311.011(c)(2))
Information regarding the kind, number, and location of all public works/public
improvements and public programs to be financed by the tax increment generated in the TIRZ is
included on TABLE 3. In general, these items include the following, along with all allowable
incidental costs related thereto:
· costs for design and construction, and on-going maintenance and costs of the Public
Parking Garage to be located in Zone B1,
· costs related to the City’s oversight of the design, engineering and construction of the
Public Parking Garage to be located in Zone B1;
· certain costs related to the Hotel to be located in Zone B1;
· on-site public infrastructure to be located in all Zones (e.g., paving, water utilities,
wastewater utilities, erosion and sediment control, trench safety, electric utilities, gas
utilities, traffic safety improvements, and landscaping);
3 The term “Project Costs” means those costs that meet the definition of the term “Project Cost” set forth in Section
311.002 (1)(A-K) of the Act.
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· easements (or other ownership interest) for all required public roadways and/or
infrastructure inside and outside of the TIRZ boundaries;
· various improvements and amenities to be added in Rivery Park as detailed in TABLE 1
and TABLE 3;
· off-site traffic improvements benefitting the TIRZ as generally described on TABLE 3 and
more particularly described in the TIA;
· public shuttle bus service to and from the Public Parking Garage (and perhaps other
locations within the TIRZ) during Conference Center events (if necessary) and during all
special events in the City for which public parking is in high demand (e.g., Red Poppy
Festival, Christmas Stroll, fairs, concerts, sporting events, and other special events held in
and/or sponsored by the City);
· Tourist information kiosk;
· Use by the City and Williamson County of the Conference Center for a total of six times
each year, at no cost for the facility rental rate to the City or the County;
· Operation and maintenance costs for all public works/improvements/programs;
· Another public parking garage similar to the one to be located in Zone B1 (if necessary to
meet parking requirements for Zones B2 and B3 or otherwise desirable to meet public
demand); and
· TIRZ operating, marketing, and administrative costs.
The locations of these proposed improvements are shown on Exhibits C and D.
C. Economic Feasibility Study (§ 311.011(c)(3))
A market and economic feasibility study for the TIRZ was previously conducted by The
Perryman Group. (See Ordinance No. 2007-91). Another study dated September 27, 2010 was
conducted by Colliers PKF Consulting USA, which is attached hereto as Exhibit M
D. Estimate of Bonded Indebtedness to be Incurred (§ 311.011(c)(4))
It is anticipated that the City will issue a total of approximately $8,140,000 in taxable
Limited Tax Notes (“LTNs”) to fund the costs associated with the Public Parking Garage and
other Project Costs that are eligible for such financing and consistent with the Master Development
Agreement.
It is also anticipated that GEDCO will contribute an amount not to exceed $4,500,000 in
financing, which is currently anticipated to consist of approximately $2,600,000 in sales tax
revenue bonds and approximately $1,900,000 in cash for the benefit of the TIRZ to fund those
costs eligible for such funding under Chapters 501 and 504 of the Texas Local Government Code,
consistent with the GEDCO Performance Agreement.
The estimated debt service schedule, as prepared by Specialized Public Finance, Inc.,
financial advisors to the City, is attached as Exhibit N.
E. Time of Incurring Monetary Obligations (§ 311.01l(c)(5))
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The Hotel, Conference Center, Public Parking Garage, and Rivery Park Improvements are
anticipated to be completed by _______________________, 2015 as required by the various
agreements pertaining to development of the Property. The repayment term on any taxable LTNs
issued for the Public Parking Garage is estimated at 7 years, but may be refinanced for a longer
term in accordance with the provisions of the statute authorizing the issuance of LTNs. Cash flow
projections, as prepared by the City, are illustrated in Exhibit O.
The projected build-out schedule for the Brownstones, multifamily apartments, and
retail/commercial development, and the anticipated timeframe during which reimbursement
payments from tax increment revenues from the TIRZ could be made based on revenue derived
from the improvements is also shown on Exhibit P.
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F. Method of Financing/Sources of Revenue (§ 311.011(c)(6))
The City established a Tax Increment Fund (the "Fund") for the TIRZ in the ordinance
designating the TIRZ. In accordance with Section 311.013 of the Act, the TIRZ Ordinance, and the
TIF Agreement (as amended) between the City and the County, the City will contribute 100% of
the City’s ad valorem tax increment to the Fund, and the County will contribute 80% of the
County’s ad valorem tax increment to the Fund. The tax increments deposited into the Fund will be
used to pay for the approved Project Costs in accordance with the agreements approved by the
TIRZ Board of Directors and/or the City of Georgetown, along with maintaining, operating and
administering the TIRZ.
As stated in Sections II.D & II.E of this Amended Plan, it is anticipated that the City will
issue a total of approximately $8,140,000 in taxable Limited Tax Notes (“LTNs”) for the benefit
of the TIRZ and as consistent with the Master Development Agreement. It is also anticipated that
GEDCO will contribute an amount not to exceed $4,500,000 in financing, which is currently
anticipated to consist of approximately $2,600,000 in sales tax revenue bonds to cover eligible
costs under Chapter 501 and 504 of the Texas Local Government Code, and contribute
approximately $ 1,900,000 in cash for the benefit of the TIRZ and as consistent with the GEDCO
Performance Agreement.
It is also anticipated that GTEC will contribute $750,000 in cash for the benefit of the TIRZ
to fund those costs eligible for such funding under Chapters 501 and 505 of the Texas Local
Government Code, consistent with the GTEC Performance Agreement.
It is also anticipated that Novak Brothers, LLC will contribute private funds in an amount
not to exceed $3,500,000 to cover eligible costs under Chapter 501 and 504 of the Texas Local
Government Code for the benefit of the TIRZ and as consistent with the Master Development
Agreement.
After the foregoing debt and cash funding contributions are reimbursed to the City,
GEDCO, and GTEC out of monies in the Fund, Novak Brothers, LLC will be reimbursed for
eligible costs in an amount not to exceed $3,500,000. If the Fund balance is such that further
expenditures are possible, monies in the Fund may be used to reimburse the applicable entity for
the Offsite Traffic Improvements and Other Project Costs that were not previously funded by the
City, GEDCO, or GTEC, pursuant to written agreements pertaining to same.
G. Current Appraised Value (§ 311.011(c)(7))
The base value, from which captured appraised value is calculated, is the total assessed
taxable value of all property within the TIRZ on January 1, 2007, as shown on the rolls of the
Williamson County Appraisal District, was as follows:
TABLE 4
APPRAISED VALUE IN BASE YEAR 2007
Property Owner Acreage Taxable Value
Rivery Park Limited 31.215 $4,974,292
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Partnership LLP
*Included in above total, but broken out here 8.33* $907,137*
City of Georgetown 34.394 $1,022,427
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The current appraised value of the land in the TIRZ is as follows:
TABLE 5
APPRAISED VALUE IN YEAR 2013
Property Owner Acreage Taxable Value
Brae Group, Ltd. 31.319 $8,067,026
Novak Brothers Texas
Brownstones, LLC
0.333 $859,812
James W & Julie Rogers 0.029 $172,174
City of Georgetown 34.394 $991,422
H. Captured Appraised Value (§ 311.011(c)(8))
It is anticipated that taxable property values will increase approximately 1% every year.
An estimate of the captured appraised value in each year of the projected life of the TIRZ is
included in Exhibit P, attached hereto.
I. Duration of the TIRZ (§ 311.011(c)(9))
The TIRZ will expire on December 31, 2041, unless sooner terminated as may be allowed
by law.
IV. Board of Directors of the TIRZ
The TIRZ was created by petition, so the City has created a TIRZ Board of Directors
composed of 9 members, each serving 2-year terms and appointed as follows: 5 members
appointed by the City Council; 2 members appointed by the Commissioners Court of Williamson
County; and 1 State Representative and 1 State Senator (or their designees) within whose districts
the TIRZ is located. As of the date of this Amended Plan, the members of the TIRZ Board of
Directors and the ending dates of their terms are:
MEMBER NAME APPOINTED BY END OF TERM
George Garver City Council 3/1/2014
Jerry Hammerlun City Council 3/1/2015
Micki Rundell City Council 3/1/2014
Laurie Brewer City Council 3/1/2015
Jeff Novak City Council 3/1/2014
Ronald Swain City Council 3/1/2015
Valerie Covey Williamson County 3/1/2014
Marsha Farney Texas House District 20 3/1/2015
Charles Schwertner Texas Senate District 5 3/1/2014
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The Board of Directors of the TIRZ will prepare (i) an Annual TIRZ Budget; (ii) an Annual
Report of TIRZ activities; and (iii) an Annual Financial Statement prepared in accordance with
Generally Accepted Accounting Principles for presentation to the City.
EXHIBIT 2 ORDINANCE AMENDING RIVERY PARK TAX INCREMENT REINVESTMENT ZONE Page 15 of 15
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TABLE OF TABLES AND EXHIBITS
TABLES:
TABLE 3 PROJECT COSTS
EXHIBIT LIST:
Exhibit A Location Map Showing Boundaries of TIRZ (as amended)
Exhibit B Existing Conditions Map
Exhibit C Proposed Future Conditions Map – Rivery Park
Exhibit D Proposed Future Conditions Map – 31.94 Acre Tract (Site Layout)
Exhibit E TIRZ Ordinances
Exhibit F Tax Increment Financing Agreements
Exhibit G PUD Ordinance
Exhibit H Parkland Improvement Agreement
Exhibit I GTEC Performance Agreement
Exhibit J GEDCO Performance Agreement
Exhibit K Joint Use and Access Agreement
Exhibit L Master Development Agreement
Exhibit M Colliers PKF Consulting USA Study
Exhibit N Rivery TIRZ Debt Proforma
Exhibit O Cash Flow Projections and Build out Schedule
Exhibit P Estimated Appraised Values
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EXHIBIT F
Tax Financing Agreements between City and Williamson County
(to be added)
EXHIBIT G
PUD Ordinance
(to be added)
EXHIBIT I
GTEC Performance Agreement
(to be added)
EXHIBIT J
GEDCO Performance Agreement
(to be added)
EXHIBIT K
Joint Use and Access Agreement
(to be added. May be replaced with Parking Lease Agreement)
EXHIBIT L
Master Development Agreement
(to be added)
1 11.19.2013
REIMBURSEMENT, DEBT ADMINISTRATION, AND PROJECT CONTRACT
RELATING TO THE
THE RIVERY PARK TAX INCREMENT REINVESTMENT ZONE
(aka REINVESTMENT ZONE NUMBER __, CITY OF GEORGETOWN, TEXAS)
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
THIS CONTRACT ("Contract") is made by and between the City of Georgetown, a Texas
home rule municipality ("City"), the Georgetown Economic Development Corporation, a Texas non-
profit corporation formed and operating under Chapter 504 of the Texas Local Government Code
(“GEDCO”); the Georgetown Transportation Enhancement Corporation, a Texas non-profit
corporation formed and operating under Chapter 505 of the Texas Local Government Code
(“GTEC”); and the Board of Directors of the Rivery Park Tax Increment Reinvestment Zone (aka
Reinvestment Zone Number ___, City of Georgetown, Texas) ("Zone Board"), for the purpose of
contracting for the reimbursement by the Zone Board of cash grants made and payment of debt
obligations incurred by the City, GEDCO, and GTEC for the benefit of the Rivery Park Tax
Increment Reinvestment Zone (“Zone”).
WITNESSETH
WHEREAS, the Zone is a reinvestment zone created by the City Council of the City of
Georgetown, Texas pursuant to the Tax Increment Financing Act, Chapter 311 of the Texas Tax
Code (the “Act”) by Ordinance No. 2007-91 (Dec. 11, 2007), as amended, to pay project costs in
accordance with the Act and the approved Project Plan and Financing Plan for the Zone, as the same
may be amended from time to time including, without limitation, the payment of maintenance and
operating expenses and associated debt service for debt obligations issued for approved projects
(collectively, "Zone Projects").
WHEREAS, in order to reduce costs and increase borrowing capacity for the Zone Board,
the City may make cash grants or issue debt obligations for the benefit of Zone Projects (“City
Obligations”); GEDCO may grant cash and/or issue debt obligations for the benefit of Zone Projects
(collectively, the “GEDCO Obligations”); and GTEC may make cash grants and/or issue debt
obligations for the benefit of Zone Projects (collectively, the “GTEC Obligations”), and the parties
need to specify their obligations and duties pertaining to uses of the Zone’s Tax Increment Fund for
reimbursement of such grants and obligations.
NOW, THEREFORE, for and in consideration of the promises and the mutual covenants
and agreements herein contained, as well as other good and valuable consideration, the parties agree
as follows:
2 11.19.2013
AGREEMENT
ARTICLE 1
A. The City, GEDCO and GTEC shall each prepare and administer their own contracts
and agreements related to Zone Projects consistent with the final approved Project Plan and
Financing Plan for the Zone, as may be amended from time to time, and promptly provide copies of
said contracts and agreements to the Zone Board.
B. The City will prepare all debt related instruments for any debt obligations issued by
the City, GEDCO, or GTEC related to Zone Projects.
C. The TIRZ Board agrees that cash grants and/or proceeds from bond funds made or
issued by the City, GEDCO and GTEC related to Zone Projects may be directly used by the City,
GEDCO, or GTEC (as the case may be) to fund Zone Projects.
C. Annually, or more frequently if requested by the Zone Board, the City’s Chief
Financial Officer shall prepare a written report detailing the cash grants made and debt obligations
issued by the City, GEDCO and GTEC for Zone Projects, including the reimbursement schedule (for
cash grants) and the debt service schedule (for debt obligations incurred).
D. Annually, or more frequently if requested by the City’s Chief Financial Officer, the
Zone Board shall remit payments to the City, GEDCO and/or GTEC from the Zone’s Tax Increment
Fund to reimburse them for the City Obligations, GEDCO Obligations, or GTEC Obligations (as the
case may be) for all costs (including principal, interest, cash grants, incidental costs, and fees)
incurred by them related to Zone Projects. The Zone Board agrees that such payments to the City,
GEDCO, and GTEC shall be superior to and take precedence over all other expenditures from the
Tax Increment Fund, except for payment of Zone administrative costs.
E. The Zone Board shall not issue debt obligations for Zone Projects or for any other
purpose.
F. Unless otherwise authorized in writing by the City Council and the GEDCO and
GTEC Boards of Directors, the Zone Board agrees that it shall not make any payments from the
Zone’s Tax Increment Fund for any purposes other than to pay for Zone administrative costs and to
reimburse the City, GEDCO, and GTEC for cash expenditures made or debt obligations incurred by
them for Zone Projects, unless and until the City, GEDCO, and GTEC are reimbursed in full
(including principal, interest, cash grants, incidental costs, and fees) from the Tax Increment Fund
for such cash payments made or debt obligations issued by them for Zone Projects.
G. The administration of the construction contracts and the Zone Projects shall be as
provided in Article 2, below.
3 11.19.2013
ARTICLE 2
A. The City, GEDCO, or GTEC, acting on behalf of and as agent for Zone Board under
this Contract, will enter into such contracts as are necessary to provide for acquiring and constructing
the Zone Projects, and said contracts shall be executed as required by the respective laws applicable
to the City, GEDCO, and GTEC, respectively. All contracts and draws on the Tax Increment Fund
shall be approved by the City’s Chief Financial Officer and the City’s financial advisor in the form of
written memorandum signed by the City’s Chief Financial Officer and financial advisor. Draws on
the Tax Increment Fund shall be made in accordance with said memorandum.
B. If authorized by Ordinance No. 2007-91, as amended, and by this Agreement, if the
Zone Board provides, makes available, and renders, to and for the benefit of the City and its
inhabitants the Zone Projects financed by the Zone Board, it is agreed that the City always shall have
the exclusive use of the Zone Projects. After completion of the acquisition and construction of each
identifiable portion of the Zone Projects, and when an identifiable portion of the Zone Projects are
ready to be placed in service, the City shall inspect the same and if it is found by the City to have
been acquired and constructed as required by this Contract, the Zone Projects shall be deemed
accepted by the City. Upon such acceptance, all of Zone Board's right, title, and interest of every
nature whatsoever in and to such portion of the Zone Projects automatically shall vest irrevocably in
the City without the necessity of the execution of any conveyance by the Zone Board, and such
transaction shall result in the automatic sale and delivery of such portion of the Zone Projects by the
Zone Board to the City, and the vesting of title to such portion of the Zone Projects in the City in
consideration for the agreement of the City to perform its obligations required under this Contract.
After such acceptance and the resulting sale, delivery, and vesting of title in the City, the Zone Board
shall have no right, title, or interest in, or responsibility with respect to, a portion of the Zone
Projects and the Zone Board shall have no right to extend, improve or otherwise expend funds in the
Tax Increment Fund for such portion of the Zone Projects.
C. The City, GEDCO, GTEC and Zone Board agree to proceed promptly with the
acquisition, by purchase and construction, of the Zone Projects. The City, GEDCO, GTEC and Zone
Board hereby covenant that they will make a diligent effort to complete such acquisition and
construction as soon as practicable. The City, GEDCO, GTEC and Zone Board do not anticipate any
delays in completing the acquisition of the Zone Projects, but the City, GEDCO, GTEC and Zone
Board shall not be liable to each other for any damages caused by any delays in completion of the
Zone Projects.
D. The City authorizes use of any and all real property, streets, alleys, public ways and
places, and general utility or sewer easements of the City for acquisition and construction of the Zone
Projects.
E. If, by reason of Force Majeure, any party hereto shall be rendered unable wholly or in
part to carry out its obligations under this Contract, then such party shall give notice and full
particulars of such Force Majeure in writing to the other parties within a reasonable time after
occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far
4 11.19.2013
as it is affected by such Force Majeure, shall be suspended during the continuance of the inability
then claimed, except as hereinafter provided, but for no longer period, and any such party shall
endeavor to remove or overcome such inability with all reasonable dispatch. The term “Force
Majeure” as employed herein, shall mean acts of God, strikes, lockouts, or other industrial
disturbances, acts of public enemy, orders of any kind of the Government of the United States or the
State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning,
earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and
people, civil disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or
other causes not reasonably within the control of the party claiming such inability. It is understood
and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the
party having the difficulty, and that the above requirement that any Force Majeure shall be remedied
with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the
demands of the opposing party or parties when such settlement is unfavorable to it in the judgment of
the party having the difficulty. It is specifically excepted and provided, however, that in no event
shall any Force Majeure relieve the City of its obligation to transfer the ad valorem tax increment to
the Tax Increment Fund as required under the Act and Ordinance No. 2007-91 (Dec. 11, 2007), as
amended.
F. This Contract and the Zone Projects shall be subject to all valid rules, regulations, and
laws applicable thereto passed or promulgated by the United States of America, the State of Texas,
or any governmental body or agency having lawful jurisdiction or any authorized representative or
agency of any of them.
ARTICLE 3
OWNERSHIP OF DOCUMENTS
All bond documents will remain the property of the issuer and be available for review upon
request. Release of information shall be in conformance with the Texas Public Information Act.
ARTICLE 4
INDEMNIFICATION
The Zone Board agrees, to the extent permitted by law, to save harmless the City, GEDCO
and GTEC and their respective officers, directors, agents and employees (the “Indemnified
Parties”) from all claims and liability due to activities of any of the Indemnified Parties performed
under this Contract and which are caused by or result from error, omission, or negligent act of the
Zone Board or of any person employed by the Zone Board. The Zone Board shall also save harmless
the Indemnified Parties from any and all expenses, including, but not limited to, attorney fees which
may be incurred by the Indemnified Parties in litigation or otherwise resisting said claim or liabilities
which may be imposed on the Indemnified Parties as a result of such activities by the Zone Board, its
agents, or employees. This hold harmless agreement shall not include claims based upon or arising
out of the willful misconduct of the Indemnified Parties. Further, this hold harmless agreement shall
not require payment of a claim by the City or its officers or employees as a condition precedent to the
City's recovery under this provision.
5 11.19.2013
ARTICLE 5
SEVERABILITY
In the event any one or more of the provisions contained in this Contract shall for any reason,
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Contract shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained herein.
ARTICLE 6
NOTICES
All notices to either party by the other required under this Contract shall be personally
delivered or mailed to such party at the following respective addresses:
For City: City Manager
City of Georgetown
P.O. Box 409
Georgetown, Texas 78626
For GEDCO: Board President
Georgetown Economic Development Corporation
P.O. Box 409
Georgetown, Texas 78626
For GTEC: Board President
Georgetown Transportation Enhancement Corporation
P.O. Box 409
Georgetown, Texas 78626
For Zone Board: Board President
Rivery Park Tax Increment Reinvestment Zone
P.O. Box 409
Georgetown, Texas 78626
ARTICLE 7
CONTRACT PERIOD
This Contract shall be in effect until all outstanding cash grants made and debt issued by the
the City, GEDCO and GTEC for the benefit of Zone Projects has been reimbursed to them by the
Zone Board.
6 11.19.2013
ARTICLE 8
SIGNATORY WARRANTY
The undersigned signatory or signatories for the parties hereby represent and warrant that the
signatory is an officer of the entity for which he or she has executed this Contract and that he or she
has full and complete authority to enter into this Contract on behalf of such entity. The above-stated
representations and warranties are made for the purpose of inducing the other party to enter into this
Contract.
ARTICLE 9
ENTIRE AGREEMENT
This Contract constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Contract, and supersedes and replaces any prior agreements between the
parties on the same subjects. No alteration of or amendment to this Contract shall be effective unless
given in writing and signed by the party or parties sought to be charged or bound by the alteration or
amendment.
IN WITNESS HEREOF, the parties have executed these presents in multiple counterparts
to be effective as of the ___________day of ________________, 2013.
RIVERY PARK TAX INCREMENT
REINVESTMENT ZONE
By:
Printed Name:
Title: Board President
ATTEST:
By:
Printed Name:
Title: Board Secretary
APPROVED AS TO FORM:
____________________________________
Bridget Chapman
City Attorney and Special Counsel to Rivery Park Tax Increment Reinvestment Zone Board
7 11.19.2013
CITY OF GEORGETOWN
By: ________________________________
Printed Name: George G. Garver
Title: Mayor
ATTEST:
By: ________________________________
Printed Name: Jessica Brettle
Title: City Secretary
APPROVED AS TO FORM:
____________________________________
Bridget Chapman
City Attorney
8 11.19.2013
GEORGETOWN ECONOMIC
DEVELOPMENT CORPORATION
By:
Printed Name:
Title: Board President
ATTEST:
By:
Printed Name:
Title: Board Secretary
APPROVED AS TO FORM:
____________________________________
Bridget Chapman
City Attorney and Special Counsel to Georgetown Economic Development Corporation Board
9 11.19.2013
GEORGETOWN TRANSPORTATION
ENHANCEMENT CORPORATION
By:
Printed Name:
Title: Board President
ATTEST:
By:
Printed Name:
Title: Board Secretary
APPROVED AS TO FORM:
____________________________________
Bridget Chapman
City Attorney and Special Counsel to Georgetown Transportation Enhancement Corporation
Board
City of Georgetown, Texas
SUBJECT:
Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's
Texas Codes, Annotated, the items listed below may be discussed in closed session and are subject to
action in the regular session.
A. Section 551.072. DELIBERATION REGARDING REAL PROPERTY Discussion and possible action
to deliberate the purchase, exchange, lease or value of real property which discussion in open session
would have detrimental effect on negotiations with third persons.
B. Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT
NEGOTIATIONS. Discussion or deliberation regarding commercial or financial information that the
Board has received from a business prospect that the Board seeks to have locate, stay, or expand in or near
the territory of the City of Georgetown and with which the Board is conducting economic development
negotiations; and/or discussion and deliberation regarding the offer of a financial or other incentive to a
business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory of the
City of Georgetown.
C. Section 551.071. CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal
issues related to agenda items and other matters in which the duty of the attorney to the Georgetown
Economic Development Corporation under the Texas Disciplinary Rules of Professional Conduct of the
State Bar of Texas.
Action out of Executive Session.
ITEM SUMMARY:
FINANCIAL IMPACT:
SUBMITTED BY: