The URL can be used to link to this page

Home My WebLink AboutSouth_Georgetown_TIRZ_Board_Agenda_5_9_2017_2176Notice of Meeting for the South Georgetown TIRZ Board of the City of Georgetown May 9, 2017 at 3:00 PM at City Council Chambers, locatred at 101 East 7th Street, Georgetown, TX The City o f G eo rgeto wn is committed to comp lianc e with the Americans with Dis abilities Ac t (ADA). If yo u req uire as s is tanc e in participating at a p ublic meeting d ue to a disability, as d efined und er the ADA, reas onab le as s is tance, ad ap tatio ns , or acc o mmo d ations will b e provid ed up o n req uest. P leas e c o ntact the City Sec retary's Office, at leas t three (3) days prior to the sc hed uled meeting d ate, at (512) 930-3652 o r City Hall at 113 Eas t 8th Street fo r add itional info rmation; TTY us ers ro ute through Relay Texas at 711. Legislativ e Regular Agenda A Review minutes fro m the August 30, 2016 S o uth Geo rgeto wn Tax Inc rement Zone (TIRZ) Bo ard of Directo rs Meeting – Danella Elliott, Exec utive As s is tant B Financial R ep o rt and update on values, p ro jec ts and revenues for the South Georgetown TIRZ – Laurie Brewer, As s is tant City Manager and Wes ley Wright, Sys tems Engineering Direc tor C Co nsideration and possible actio n to approve an agreement with Cap ito l Market Researc h at a c o s t no t to exceed $25,000 for a study to determine financ ial assump tions , land use as s ump tions , and p erfo rm a market analys is – Laurie Brewer, As s is tant C ity Manager CERTIFICATE OF POSTING I, Shelley No wling, C ity S ecretary fo r the C ity of Geo rgeto wn, Texas , d o hereby c ertify that this Notice of Meeting was p o s ted at City Hall, 113 E. 8th Street, a p lace read ily acc es s ible to the general p ublic at all times , on the ______ d ay o f __________________, 2017, at __________, and remained so p o s ted fo r at leas t 72 c o ntinuo us ho urs p receding the sc heduled time o f s aid meeting. ____________________________________ S helley No wling, City Sec retary Page 1 of 34 City of Georgetown, Texas South Georgetown TIRZ Board May 9, 2017 SUBJECT: Review minutes from the Augus t 30, 2016 South Georgetown Tax Increment Zo ne (T IRZ) Board o f Direc tors Meeting – Danella Ellio tt, Executive As s is tant ITEM SUMMARY: Review minutes from the Augus t 30, 2016 meeting. FINANCIAL IMPACT: N/A SUBMITTED BY: Danella Ellio tt, Exec utive As s is tant ATTACHMENTS: Description Type Draft 8.30.16 Minutes Backup Material Page 2 of 34 Minutes of the SOUTH GEORGETOWN TAX INCREMENT REINVESTMENT ZONE (TIRZ) BOARD City of Georgetown, Texas August 30, 2016 The SOUTH GEORGETOWN TAX INCREMENT REINVESTMENT ZONE (TIRZ) Board of Directors met on FRIDAY, August 30, 2016 at 2:00 P.M. in the HISTORIC LIGHT AND WATERWORKS BULDING, LOCATED AT 406 WEST 8TH STREET GEORGETOWN, TX Board Members Present City Staff Present Dale Ross, Mayor, Chair Jim Briggs, General Manager of Utilities Anna Eby, Councilmember District 1 David Morgan, City Manager Laurie Brewer, Assistant City Manager Glenn Dishong, City Utility Director Bill Stump, GUS Advisory Board Chairman Sofia Nelson, Planning Director Leigh Wallace, Finance Director Kara McSwiggin, Sr. Accountant Wayne Reed, Assistant City Manager Nathan Parras, Budget Analyst Board Members Absent Bill Conner Others Present None Legislative Regular Agenda A Review minutes from the January 29, 2016 South Georgetown Tax Increment Zone (TIRZ) Board of Directors Meeting -- Danella Elliott, Executive Assistant Motion to approve the minutes by Anna Eby, second by Bill Stump. Approved 6-0 B Overview of the 2016-17 Financial Report – Leigh Wallace, Finance Director Leigh Wallace provided the Financial Report and went over the estimated revenues and expenses. She noted that the base year zone value was $21.3M and the estimated 2017 revenue is $130,000. $53,000 will be transferred to GTEC as part of the GTEC Agreement. Laurie said the main project, approved by Council, is the Mays Street extension, which will soon be under construction. Discussion followed. The Board thanked Leigh for the overview. Public Wishing to Address Council On a subject that is posted on this agenda: Please fill out a speaker registration form. Clearly print your name and the letter of the item on which you wish to speak and present it to the Chair or Board Liaison, preferably prior to the start of the meeting. You will be called forward to speak when the Board considers that item. On a subject not posted on the agenda: Persons may add an item to a future Board agenda by contacting the Liaison prior to the creation of the agenda for the following meeting, with the subject matter of the topic they would like to address and their name. The Board Liaison, Danella Elliott, can be reached at 512-930-3676 or danella.elliott@georgetown.org. Page 3 of 34 Certificate of Posting I, Shelley Nowling, 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 ____________, 2017, at _________, and remained so posted for at least 72 hours preceding the scheduled time of said meeting. _____________________________________ Shelley Nowling, City Secretary Motion to adjourn at 2:15 p.m. by Anna Eby; second by Glenn Dishong. Approved 6-0 __________________________________ ____________ Mayor Dale Ross Date Board Chair __________________________________ ____________ Danella Elliott Date Board Liaison Page 4 of 34 City of Georgetown, Texas South Georgetown TIRZ Board May 9, 2017 SUBJECT: Financ ial Report and up d ate o n values , p rojec ts and revenues fo r the South Geo rgeto wn TIRZ – Laurie Brewer, As s is tant C ity Manager and Wes ley Wright, S ystems Engineering Direc to r ITEM SUMMARY: Financ ial Report and up d ate o n values , p rojec ts and revenues fo r the South Geo rgeto wn TIRZ/ FINANCIAL IMPACT: N/A SUBMITTED BY: Laurie Brewer, As s is tant City Manager and Wes ley Wright, Sys tems Engineering Direc tor ATTACHMENTS: Description Type Budget 2018 Pres entation Pres entation Page 5 of 34 5/5/2017 1 South Georgetown TIRZ update May 2017 Agenda • Background/Review of TIRZ • Financial Update – Update of Infrastructure Projects and Costs to Date • Agreements • Projected budget • Updated of Proposed Development • Market and Financial Update Request Page 6 of 34 5/5/2017 2 City of Georgetown South Georgetown TIRZ • Tax Increment Reinvestment Zone • Authorized by Texas Constitution and Chapter 311 of Tax Code • Geographical area where property tax revenues are dedicated from incremental increase in assessed values towards improvements in the zone • Property would not develop otherwise • Created in 2014 • Expires in 2044 or after debt and other obligations of zone have been met City of Georgetown Page 7 of 34 5/5/2017 3 Original assumptions • Zone – 37 properties – 594 acres – Base year of zone value - $21.3M • Projects paid from zone can not exceed $50M – Expected private capital investment of $500M – Value of $745M projected at the end of life of TIRZ – Estimated $35M of improvements needed City of Georgetown Projects Project Costs/ Projected Estimated % of Improvement Debt Issuance Source Date Est. Debt Svc Total Lift Station 1,500,000$ City (WW) 2014 123,975$ 4% Force Main 900,000$ City (WW) 2014 74,385$ 3% Gravity Sewer 5,300,000$ City (WW) 2016 438,045$ 15% Elevated Storage Tank 1,800,000$ City (Water) 2016 148,770$ 5% Electric Utility Extensions 5,600,000$ City (Electric) 2014 462,840$ 16% Subtotal ‐ Utility Improvements 15,100,000$ 1,248,015$ 43% Oakmont/Mays 6,200,000$ GTEC 2015 512,430$ 18% Blue Springs Road 1,900,000$ GTEC 2019 157,035$ 5% Rabbit Hill Road 4,300,000$ GTEC 2017 355,395$ 12% westinghouse Road Repair & Main 7,500,000$ GTEC 2017 619,875$ 21% Subtotal ‐ Road Improvements 19,900,000$ 1,644,735$ 57% Total ‐ TIRZ Estimated Project Costs 35,000,000$ 2,892,750$ 100% City of Georgetown Page 8 of 34 5/5/2017 4 Projects • Utility funds and GTEC to pay the up front costs of the project, with the TIRZ reimbursing over time through the increment City of Georgetown Project Status • Lift Station and Force Main $2.4M – Currently under construction – Paid through WW Fund; to be reimbursed City of Georgetown Page 9 of 34 5/5/2017 5 Project Status • Sewer Interceptor $1.6M – Budgeted significantly higher ($5.3M) – Paid by WRDG partners – to be reimbursed – Must meet minimum connections to be reimbursed City of Georgetown Project Status • Rabbit Hill Elevated Storage $2.2M – In plan at $1.8M – 1 million gallon tank, pump station, piping – Substantially completed in March – 99% complete City of Georgetown Page 10 of 34 5/5/2017 6 Project Status –Mays/Oakmont/Rabbit Hill Road • Oakmont/Mays/Rabbit Hill Road $10.7M – Rabbit Hill in plan for ½ cost – Status update from Engineering City of Georgetown Project Status –Mays/Oakmont/Rabbit Hill Road City of Georgetown Page 11 of 34 5/5/2017 7 Project Status • Electric extension $5.6M – Status update from Engineering • Blue Springs Road extension $1.9M – Budgeted at ½ the cost in TIRZ –Future project (get estimate on timing) • Westinghouse Road repairs/maintenance $7.5M –Future project to rebuild four lanes (minor arterial) – Could cost up to $15M for major arterial rebuild City of Georgetown Project Summary • Due to GTEC $10.5M – Annual Debt Service = $850K – Dedicated 30% of TIRZ revenue for repayment • Currently around $53K • Due to Water Services $6.2M – $4.6M ($276K in annual debt service) - $1.6M to developer • Due to Electric – (in progress) City of Georgetown Page 12 of 34 5/5/2017 8 Revenue Estimates – Original Projections • Original projections City of Georgetown Year Comm/Retail (50MM) Retail (98MM) Office/Comm (166MM) APTS(55MM) Residential (174MM) Residential (174MM) Mixed use (30MM)TOTAL VALUE Taxable Above Increment CITY PROPERTY TAX REVENUE 2014 $0 $0 $0 $0 $0 $0 $0 $12,474,613 $0 $0 2015 $0 $20,000,000 $33,200,000 $0 $34,800,000 $34,800,000 $0 $135,274,613 $122,800,000 $539,706 2016 $0 $46,000,000 $66,400,000 $0 $69,600,000 $69,600,000 $0 $264,074,613 $251,600,000 $1,105,782 2017 $0 $72,000,000 $99,600,000 $0 $104,400,000 $104,400,000 $0 $392,874,613 $380,400,000 $1,671,858 2018 $0 $98,000,000 $132,800,000 $55,000,000 $139,200,000 $139,200,000 $5,000,000 $581,674,613 $569,200,000 $2,501,634 2019 $12,500,000 $98,980,000 $166,000,000 $41,250,000 $174,000,000 $174,000,000 $10,000,000 $689,204,613 $676,730,000 $2,974,228 2020 $25,000,000 $99,969,800 $167,660,000 $41,662,500 $175,740,000 $175,740,000 $15,000,000 $713,246,913 $700,772,300 $3,079,894 2021 $37,500,000 $100,969,498 $169,336,600 $42,079,125 $177,497,400 $177,497,400 $20,000,000 $737,354,636 $724,880,023 $3,185,848 2022 $50,000,000 $101,979,193 $171,029,966 $42,499,916 $179,272,374 $179,272,374 $25,000,000 $761,528,436 $749,053,823 $3,292,092 2023 $50,500,000 $102,998,985 $172,740,266 $42,924,915 $181,065,098 $181,065,098 $30,000,000 $773,768,974 $761,294,361 $3,345,889 2024 $51,005,000 $104,028,975 $174,467,668 $43,354,165 $182,875,749 $182,875,749 $30,300,000 $781,381,918 $768,907,305 $3,379,348 Financial Analysis – Original Projections City of Georgetown Year Cummulative Beginning Fund Bal. CITY TIRZ REVENUE ONLY TOTAL CITY DEBT SERVICE ONLY CITY ONLY Cummulative Ending Fund Bal CITY Debt Service Coverage PROJECTED CITY SALES TAX REVENUE 2014 $0 $0 $0 $0 ‐$0 2015 $0 $539,706 579,775 ($40,069)0.93 $15,378 2016 ($40,069)$1,105,782 1,037,271 $28,442 1.07 $30,756 2017 $28,442 $1,671,858 1,557,793 $142,507 1.07 $46,134 2018 $142,507 $2,501,634 1,557,793 $1,086,349 1.61 $61,513 2019 $1,086,349 $2,974,228 1,557,793 $2,502,785 1.91 $76,891 2020 $2,502,785 $3,079,894 1,557,793 $4,024,886 1.98 $92,269 2021 $4,024,886 $3,185,848 1,557,793 $5,652,942 2.05 $107,647 2022 $5,652,942 $3,292,092 1,557,793 $7,387,241 2.11 $123,025 2023 $7,387,241 $3,345,889 1,557,793 $9,175,337 2.15 $125,486 2024 $9,175,337 $3,379,348 1,557,793 $10,996,892 2.17 $127,995 Page 13 of 34 5/5/2017 9 Preliminary FY18 Projections • $178K early FY2018 revenue projection • Using approved rolls and 60% of value under review • 30% to GTEC - $53,400 • Working on utility project costs/debt service City of Georgetown Preliminary FY18 Budget projections City of Georgetown 15/16 16/17 17/18 ACTUALS 16/17 PROJECTED PRELIMINARY AT YE BUDGET ACTUAL BUDGET Beginning Fund Balance 0 71,688 71,688 126,070 REVENUES: Ad valorem 71,688 130,649 130,649 178,000 Interest 24 100 Total Revenues 71,712 130,649 130,649 178,100 EXPENDITURES: Transfer Out, GTEC 51,267 51,267 53,400 Transfer Out, Utility Funds Administration 25,000 Capital Improvements - - Total Expenditures 0 51,267 76,267 53,400 Ending Fund Balance 71,712 151,070 126,070 250,770 Maintenance Contingency 25,000 25,000 25,000 25,000 Available Fund Balance 46,712 126,070 101,070 225,770 Page 14 of 34 5/5/2017 10 Summary • Projects are in various stages of completion • Development timing later than initial forecasts – Revenue impacts will delay repaying to GTEC and utility funds • Various developments being planned – Requests for changes in use – need to determine impact on the TIRZ long term ability to reimburse – Market analysis will predict future build out City of Georgetown Future analysis and update • Economic Feasibility study was prepared based upon build out and estimated costs • Current Request – Conduct market analysis • Market area trends that will have influence on potential site • Absorption rates – Update the build out and financing analysis – Determine the impact of changing zoning/land uses City of Georgetown Page 15 of 34 City of Georgetown, Texas South Georgetown TIRZ Board May 9, 2017 SUBJECT: Cons id eration and p o s s ib le ac tion to approve an agreement with Capito l Market R es earch at a cost no t to exc eed $25,000 fo r a s tud y to d etermine financ ial as s umptio ns, land us e ass umptio ns , and perform a market analys is – Laurie Brewer, Assistant City Manager ITEM SUMMARY: The p urpose of this s tudy is threefo ld : (1) to prepare a market analys is , which will res ult in an absorptio n fo rec as t fo r the c o mmercial and res id ential us es p ro p o s ed for the sub ject 594.92 ac res , (2) to p ro vide as s is tanc e in c o nfirming the mix o f us es that have b een p ro pos ed fo r the T IRZ and (3) to p ro vide a rep o rt that can be us ed by the City o f Georgetown to es tablis h the potential revenues that will be available to fund existing and future infras tructure imp ro vements in the TIR Z. We will assume that market d emand will result in land s ales and d evelopment, and that appropriate s ubdivis io n and zoning ap p ro vals will be implemented by the City to c o inc ide with the d emo nstrated demand . The study will d etermine the absorp tion potential fo r multi-family res idential, residential c o ndominiums , o ffice and retail s p ace at the s ubjec t lo catio n. FINANCIAL IMPACT: N/A SUBMITTED BY: Laurie Brewer, As s is tant City Manager ATTACHMENTS: Description Type Draft Cons ultation Agreement Backup Material Propos al Backup Material Page 16 of 34 Consulting Agreement 1 of 5 Contract No. xxxx-xx-xx CONSULTATION AGREEMENT WITH THE CITY OF GEORGETOWN This Consultation Agreement (the “Agreement”) is entered into and made effective on the ______ day of ___________, _________ by and between _____________ (“Consultant”) and the City of Georgetown, Texas (“City”). 1. Scope of Services. Consultant agrees to provide such services as further described in Exhibit A, which is attached and incorporated herein. Any request by the Consultant for an increase in the Scope of Services and an increase in the amount listed in paragraph four of this Agreement shall be made and approved by the City prior to the Consultant providing such services, or the right to payment for such additional services shall be waived. If there is a dispute between the Consultant and the City respecting any service provided or to be provided hereunder by the Consultant, including a dispute as to whether such service is additional to the Scope of Services included in this Agreement, the Consultant agrees to continue providing on a timely basis all services to be provided by the Consultant hereunder, including any service as to which there is a dispute. 2. [OPTIONAL PROVISION. INCLUDE IF NEEDED FOR PARTICULAR SERVICES] Supplement Provisions. Supplemental provisions applicable to this Agreement are included in Exhibit B and incorporated herein by reference. 3. City Terms Prevail. In the event there is a conflict between a term in Exhibit A or Exhibit B and a term in this agreement, the terms of this agreement shall prevail. 4. Total Compensation. The total compensation paid by the City to the Consultant, including expenses, under this agreement shall not exceed $________________. Payment schedule will be made in accordance with Exhibit C, which is attached and incorporated herein. 5. Term. The term of this Agreement shall be in effect until the services have been completed by Consultant, but in no event shall the term extend beyond ___________________. 6. Amendments. Any changes to the terms of this agreement will not be effective unless in writing and signed by both parties. 7. Insurance. Consultant shall procure and maintain at its sole cost and expense for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, volunteers, employees or subcontractors. The polices, limits and endorsements required are set forth in Exhibit D. Consultants insurance certificate satisfying the City insurance requirements is attached as Exhibit E. 8. INDEMNITY. THE CONSULTANT SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CAUSES OF ACTION, CLAIMS, DEMANDS, DAMAGES, JUDGMENTS, LOSSES, LIENS, COSTS, EXPENSES, ATTORNEYS’ FEES AND ANY AND ALL OTHER Page 17 of 34 Consulting Agreement 2 of 5 Contract No. xxxx-xx-xx COSTS, FEES AND/OR CLAIMS OF ANY KIND OR DESCRIPTION ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THE AGREEMENT OR SERVICES PROVIDED UNDER THE AGREEMENT OR FROM ITS NEGLIGENCE OR WILLFUL ACT WHETHER SUCH ACT BE BY THE CONSULTANT OR ITS DESIGNEE. THE CITY, AS A GOVERNMENTAL ENTITY IN THE STATE OF TEXAS, SHALL NOT INDEMNIFY THE CONSULTANT. 9. Release by Consultant. The Consultant releases, relinquishes and discharges the City, its elected officials, officers, directors, agents, employees, representatives and volunteers from all claims, demands, and causes of action of every kind and character, including the cost of defense, for any injury to or death of any person (whether employees of either party or other third parties) and any loss or damage to any property that is caused by or alleged to be caused by, arising out of, or in connection with the work it performed under this Agreement. This release shall apply regardless of whether the claims, demands and/or causes of action are covered in whole or in part by insurance. 10. Dispute Resolution. If either the Consultant or the City has a claim or dispute, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute or breach. The notice shall state the nature of the dispute and list the party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, in person or through generally accepted means, to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with, this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 11. Payment Terms. All payments will be processed in accordance with Texas Prompt Payment Act, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Consultant within thirty days after of receipt of a correct invoice for services. The Consultant may charge a late fee (fee shall not be greater than that permitted under the Texas Prompt Payment Act) for payments not made in accordance with this prompt payment policy; however, the policy does not apply to payments made by the City in the event: (a) there is a bona fide dispute between the City and Consultant concerning the goods, supplies, materials, equipment delivered, or the services performed, that causes the payment to be late; (b) the terms of a federal agreement, grant, regulation or statute prevents the City from making a timely payment with Federal funds; (c) there is a bona fide dispute between the Consultant and a subcontractor and its suppliers concerning goods, supplies, material or equipment delivered, or the services performed, which caused the payment to be late; or (d) the invoice is not mailed to the City in accordance with Agreement. 12. Termination for Convenience. The City shall have the right to terminate this Agreement, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Consultant shall promptly cease all further work Page 18 of 34 Consulting Agreement 3 of 5 Contract No. xxxx-xx-xx pursuant to the Agreement, with such exceptions, if any, specified in the notice of termination. The City shall pay the Consultant, to the extent of funds appropriated or otherwise legally available for such purposes, for all services performed and obligations incurred prior to the date of termination. 13. Termination for Cause. In addition to the termination rights described above, either party may terminate this Agreement effective upon written notice to the other if the other breaches any of the terms and conditions of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice of the breach. In the event of an incurable breach, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party. 14. Notices. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly, or sent via electronic means, addressed to the appropriate party at the address set forth below: Notice to the Consultant: ______________________ ______________________ ______________________ ______________________ ______________________ Notice to the City: City of Georgetown ATTN: City Manager P.O. Box 409 Georgetown, Texas 78627 ________________@georgetown.org With a copy to: City of Georgetown ATTN: City Attorney P.O. Box 409 Georgetown, Texas 78627 ________________@georgetown.org 15. Independent Contractor. The Agreement shall not be construed as creating an employer/employee relationship, a partnership or joint venture. The Consultant’s services shall be those of an independent contractor. The Consultant agrees and understands that the Agreement does not grant any rights or privileges established for employees of the City. Consultant shall not be within protection or coverage of the City’s Worker Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City, from time to time, may have in force. Page 19 of 34 Consulting Agreement 4 of 5 Contract No. xxxx-xx-xx 16. Force Majeure. The City and the Consultant will exert all efforts to perform the tasks set forth herein within the proposed schedules. However, neither the City nor the Consultant shall be held responsible for inability to perform under this Agreement if such inability is a direct result of a force substantially beyond its control, including but not limited to the following: strikes, riots, civil disturbances, fire, insurrection, war, embargoes, failures of carriers, acts of God, or the public enemy. 17. No Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. 18. Nondiscrimination. The Consultant, with regard to the work performed by it after award and prior to completion of this Agreement, shall not discriminate on the basis of race, color, sex, or national origin in the selection and retention of Sub-consultants, including procurements of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by any federal, state or local law. 19. Confidential Information. Each party agrees not to use, disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other party except and only to the extent necessary to perform under this Agreement or as required by the Texas Public Information Act or other applicable law. Confidential Information shall be designated and marked as such at the time of disclosure. Each party agrees to secure and protect the other party’s Confidential Information in a manner consistent with the maintenance of the other party’s confidential and proprietary rights in the information and to take appropriate action by instruction or agreement with its employees, consultants, or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The provisions of this paragraph shall survive the term of the Agreement. 20. Severability. This Agreement is severable and if any one or more parts of it are found to be invalid, such invalidity shall not affect the remainder of this Agreement if it can be given effect without the invalid parts. 21. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas. Venue shall be located in Williamson County, Texas. 22. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and any subsequent successors and assigns. The Consultant shall not subcontract or assign responsibility for performance of any portion of this Agreement without the prior written consent of the City. 23. Third Party Beneficiaries. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the City or the Consultant. 24. Entire Agreement. This Agreement, with all exhibits, includes the entire agreement of the City and the Consultant and supersedes all prior and contemporaneous agreements between the parties, whether oral or written, relating to the subject of this agreement. Page 20 of 34 Consulting Agreement 5 of 5 Contract No. xxxx-xx-xx THE CITY OF GEORGETOWN {NAME OF CONSULTING FIRM} ______________________________ ________________________________ ________________, _____________ Name, Title Date Signed: ___________________ Date Signed:_______________ Page 21 of 34 Exhibit A Scope of Services Page 22 of 34 Exhibit B Supplemental Provisions Page 23 of 34 Exhibit C Payment Terms [SELECT ONE OF FOLLOWING OPTIONS]: Compensation is based on actual hours of work/time devoted to providing the described services. The Consultant will be paid at a rate of $ per hour, or at the rates per service or employee shown below. The City will reimburse the Consultant for actual, non-salary expenses at the rates set forth below. Unless amended by a duly authorized written change order, the total payment for all invoices on this job, including both salary and non-salary expenses, shall not exceed the amount set forth in paragraph 1.03 of this Agreement ($ ). The Consultant must submit monthly invoices to the City, accompanied by an explanation of charges, professional fees, services, and expenses. The City will pay such invoices according to its normal payment procedures. Expenses shall be reimbursed as follows: [INSERT SPECIFIC PROVISION FOR EXPENSES] -OR- Payment is a fixed fee in the amount listed in Section 4 of this Agreement. This amount shall be payable by the City pursuant to the schedule listed below and upon completion of the services and written acceptance by the City. Schedule of Payment for each phase: [INSERT PAYMENT SCHEDULE HERE] Page 24 of 34 Exhibit D Insurance Requirements (NOTE: The insurance required and limits may be modified based on scope, risk and contract value – Delete this note after determination.) I. The Consultant agrees to maintain the types and amounts of insurance required in this Agreement throughout the term of the Agreement. The following insurance policies shall be required: A. Commercial General Liability B. Business Automobile Liability C. Workers' Compensation D. Professional Liability II. For each of these policies, the Consultant’s insurance coverage shall be primary with respect to the City, its officials, agents, employees and volunteers. Any insurance or self- insurance carried or obtained by the City, its officials, agents, employees or volunteers, shall be considered in excess of the Consultant’s insurance and shall not contribute to it. No term or provision of the indemnification provided by the Consultant to the City pursuant to this Agreement shall be construed or interpreted as limiting or otherwise affecting the terms of the insurance coverage. All Certificates of Insurance and endorsements shall be furnished to the City’s Representative at the time of execution of this Agreement, attached hereto as Exhibit D, and approved by the City before work commences. III. General Requirements Applicable to All Policies. A. Only licensed insurance carriers authorized to do business in the State of Texas shall be accepted. B. Deductibles shall be listed on the certificate of insurance and are acceptable only on an “occurrence” basis. C. “Claims made” policies are not accepted, except for Professional Liability insurance. D. Coverage shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) calendar days prior written notice has been given to the City of Georgetown. E. The Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent. Each certificate shall contain the following provisions and warranties: 1. The insurance company is licensed and authorized to do business in the State of Texas 2. The insurance policy is underwritten on forms provided by the Texas State Board of Insurance or ISO 3. All endorsements and coverages are included according to the requirements of this Agreement Page 25 of 34 4. The form of notice of cancellation, termination, or change in coverage provisions is specified in this attachment F. The City of Georgetown, its officials, agents, employees, and volunteers are to be listed as Additional Insureds on the Commercial General Liability and Business Automobile Liability Policies. The coverages shall contain no special limitations on the scope of protection afforded the City, its officials, employees, and volunteers. V. Commercial General Liability requirements: A. Coverage shall be written by a carrier rated “A: VIII” or better in accordance with the current A. M. Best Key Rating Guide. B. Minimum Combined Single Limit of $1,000,000 per occurrence per project for bodily injury and property damage with a $2,000,000 annual aggregate limit. C. Coverage shall be at least as broad as Insurance Service's Office Number CG 00 01. D. No coverage shall be excluded from the standard policy without notification of individual exclusions being attached for review and acceptance. E. The coverage shall not exclude: premises/operations; independent contracts; products/completed operations; contractual liability (insuring the indemnity provided herein); and where exposures exist, Explosion, Collapse and Underground coverage. F. The City shall be listed as Additional Insured, and the policy shall be endorsed to waive rights of subrogation, to be primary and non-contributory with regard to any self-insurance or insurance policy held by the City. VI. Business Automobile Liability requirements: A. Coverage shall be written by a carrier rated “A:VIII” or better in accordance with the current Best Key Rating Guide. B. Minimum Combined Single Limit of $1,000,000 per occurrence for bodily injury and property damage. C. The Business Auto Policy must show Symbol 1 in the Covered Autos portion of the liability section in Item 2 of the declarations page. D. The coverage shall include owned, leased or rented autos, non-owned autos, any autos and hired autos. VII. Workers’ Compensation Insurance requirements: A. Pursuant to the requirements set forth in Title 28, Section 110.110 of the Texas Administrative Code, all employees of the Consultant, the Consultant, all employees of any and all subconsultants, and all other persons providing services on the Project must be covered by a workers compensation insurance policy, either directly through their employer’s policy (the Consultant’s, or subonsultant’s policy) or through an executed coverage agreement on an approved DWC form. Accordingly, if a subconsultant does not have his or Page 26 of 34 her own policy and a coverage agreement is used, Consultants and subconsultants must use that portion of the form whereby the hiring Consultant agrees to provide coverage to the employees of the subconsultant. The portion of the form that would otherwise allow them not to provide coverage for the employees of an independent Consultant may not be used. B. The workers compensation insurance shall include the following terms: 1. Employer’s Liability limits of $1,000,000 for each accident is required. 2. “Texas Waiver of Our Right to Recover From Others Endorsement, WC 42 03 04” shall be included in this policy. 3. Texas must appear in Item 3A of the Worker’s Compensation coverage or Item 3C must contain the following: All States except those listed in Item 3A and the States of NV, ND, OH, WA, WV, and WY. VIII. Professional Liability requirements: A. Coverage shall be written by a carrier rated “A:VIII” or better in accordance with the current A. M. Best Key Rating Guide. B. Minimum of $1,000,000 per occurrence and $2,000,000 aggregate, with a maximum deductible of $100,000.00. Financial statements shall be furnished to the City upon request. C. For “claims made” policies, the availability of a 24-month extended reporting period is necessary. The retroactive date shall be shown on the certificate of liability insurance. Page 27 of 34 Exhibit E Certificate of Insurance Page 28 of 34 Real Estate Research, Land Development Economics & Market Analysis Capitol Market Research, Inc. 1102 West Avenue, Suite 100 Austin, Texas 78701, (512) 476-5000 cheimsath@cmraustin.com March 24, 2017 Ms. Laurie Brewer Assistant City Manager City of Georgetown 113 E. 8th Street Georgetown, Texas 78627 RE: Market Analysis for the South Georgetown Tax Increment Reinvestment Zone, approximately 594.92 acres located in the City’s southeast commercial quadrant, east of IH-35 near the intersection with Westinghouse Rd., in Williamson County, Texas. Dear Ms. Brewer: I appreciate the opportunity to submit a proposal to conduct a market analysis for your Tax Increment Reinvestment Zone. Based on our discussion earlier this month, I have prepared a proposal to conduct a market analysis for The South Georgetown Tax Increment Reinvestment Zone. This analysis will determine the absorption potential for a mix of office, retail, and residential uses on approximately 594.92 acres located in the City’s southeast commercial quadrant. PURPOSE OF THE CONSULTATION The purpose of this study is threefold: (1) to prepare a market analysis, which will result in an absorption forecast for the commercial and residential uses proposed for the subject 594.92 acres, (2) to provide assistance in confirming the mix of uses that have been proposed for the TIRZ and (3) to provide a report that can be used by the City of Georgetown to establish the potential revenues that will be available to fund existing and future infrastructure improvements in the TIRZ. We will assume that market demand will result in land sales and development, and that appropriate subdivision and zoning approvals will be implemented by the City to coincide with the demonstrated demand. The study will determine the absorption potential for multi-family residential, residential condominiums, office and retail space at the subject location. METHODOLOGY The analysis will begin with a determination of the absorption potential for the proposed mix of uses based on the competitive position of the subject and a demographic forecast of the growth potential in the Georgetown market area. This approach will include the identification and analysis of existing and planned competitive projects within the Georgetown market area with a particular emphasis placed on determining the status of any identified planned projects that might affect the potential absorption for the subject. The specific tasks we will perform include the following: Page 29 of 34 Ms. Brewer March 24, 2017 Page 2 Task (1) Client and project team meetings A. Initial meeting with City staff to review “conceptual” land use plans, confirm land use densities and discuss the “comprehensive” plan for the TIRZ B. Additional progress meetings with City Staff (as needed) Task (2) Evaluate the “succession” aspects or market area trends that will have an influence on the development potential for the site. A. Identify neighborhood and regional employment and demographic trends and assess the implications for the subject properties B. Identify the potential land use, access and visibility changes that may result from the construction of additional infrastructure improvements on or near the subject property Task (3 ) Apartment Market Analysis A. Market Area Demand Analysis 1) Delineation of the Georgetown Market Area 2) Analysis of historical population growth and market area trends 3) Market area employment and recent growth trends 4) Preparation of MSA apartment demand forecast 5) Calculation of Georgetown market area capture rate 6) Twenty-year forecast of market area demand B. Market Area Supply Analysis 1) Identification of Georgetown market area inventory (supply) by type of project (market and income restricted) 2) Current occupancy and rent analysis for each apartment community 3) Summary of current and historical market area rent and occupancy trends 4) Review of city building permits, site development plans and zoning applications to pick-up new projects (if any). 5) Contact area brokers and landowners to determine current status of zoned competitive parcels. 6) Forecast new unit construction (if any) based on the market analysis, and review of city and developer plans. C. Subject Property Market Feasibility Analysis 1) Evaluate the subject property against competitive sites in Georgetown 2) Combine market demand and supply analysis and forecast absorption for the subject property 3) Estimate gross building area and property values by year, 2017-2036 Page 30 of 34 Ms. Brewer March 24, 2017 Page 3 Task (4 ) Townhome/Condominium Market Analysis A. Market Area Demand Analysis 1) Delineation of Georgetown Market Area 2) Analysis of historical population growth and market area townhome and condominium sales 3) Assessment of market area acceptance of higher density development 4) Preparation of MSA condominium demand forecast 5) Calculation of Georgetown market area capture rate 6) Twenty-year forecast of market area demand B. Market Area Supply Analysis 1) Identify the townhome/condominium inventory by type of unit and project, and obtain “sales” data for available units in the market area. 2) Identify new townhome/condominium developments in the market area and obtain relevant data on unit mix, sales prices and absorption. 3) Review city building permits and zoning applications to identify new projects proposed in the market area 4) Contact area brokers, developers and landowners to determine current status of zoned competitive parcels. 5) Forecast new unit construction (if any) based on the market analysis, and review of city and developer plans. C. Subject Tract Market Feasibility Analysis 1) Evaluate the subject property against competitive sites 2) Combine market demand and supply analysis and forecast absorption for the subject property 3) Estimate gross sales prices and per square foot pricing for townhome/condominium development from 2017 to 2036 Task (5) Office Market Analysis A. Market Area Demand Analysis 1) Delineation of the Georgetown market area based on the current office building inventory 2) Analyze MSA employment growth and specifically office related employment sectors 3) Prepare MSA office employment and office space demand forecast 4) Calculate Georgetown market area capture rate based on historical trends and emerging market conditions 5) Forecast market area office demand in sq. ft. for twenty years B. Market Area Supply Analysis Page 31 of 34 Ms. Brewer March 24, 2017 Page 4 1) Identify market area office building inventory (supply) 2) Conduct current occupancy and rent analysis for each multi-tenant office building 3) Prepare summary of current and historical market area office rent and occupancy trends 4) Review city building permits, site development plans and zoning applications to pick-up new projects (if any). 5) Contact area brokers and landowners to determine availability of zoned competitive office parcels. 6) Forecast new office building construction based on the market analysis, and review of city and developer plans. C. Subject Market Feasibility Analysis 1) Evaluate the subject property against competitive office sites 2) Combine market demand and supply analysis and forecast office absorption for the subject property 3) Determine potential rental rates for office use at the subject property and estimate building values added from 2017-2036 Task (6) Retail Market Analysis A. Market Area Demand Analysis 1) Delineation of the Georgetown market area based on the current retail inventory 2) Analyze MSA employment growth and specifically retail elated employment sectors 3) Prepare MSA retail employment and retail space demand forecast 4) Calculate Georgetown market area capture rate based on historical trends and emerging market conditions 5) Forecast market area retail demand in sq. ft. for twenty years B. Market Area Supply Analysis 1) Identify market area retail inventory (supply) 2) Conduct current occupancy and rent analysis for each multi-tenant retail property 3) Prepare summary of current and historical market area retail rent and occupancy trends 4) Review city building permits, site development plans and zoning applications to pick-up new projects (if any). 5) Contact area brokers and landowners to determine availability of zoned competitive retail parcels. 6) Forecast new retail construction based on the market analysis, and review of city and developer plans. Page 32 of 34 Ms. Brewer March 24, 2017 Page 5 C. Subject Market Feasibility Analysis 1) Evaluate the subject property against competitive retail sites 2) Combine market demand and supply analysis and forecast retail absorption for the subject property 3) Determine potential rental rates for retail space at the subject property and estimate building values added from 2017-2036 Task (7 ) Prepare Subject Build-out and Valuation Analysis A. Based on the market analysis outlined above, provide a combined annual absorption estimate for commercial and residential space for the subject 594.92 acres B. Using the absorption forecasts above and improved property value estimates prepared by CMR, estimate annual assessed values by land use category (through 2036) for the subject 594.92 acres. Task (8 ) Prepare Final Report A. Prepare final report with conclusions for absorption potential and annual additions to assessed value B. Present report findings to the client. Page 33 of 34 Ms. Brewer March 24, 2017 Page 6 PRODUCT AND DELIVERY DATE The data will be presented in a narrative report (digital file, plus 1 hard copy) providing a description of our analysis and results along with appropriate maps and report graphics. Delivery of the report will be 45 days from receipt of a signed copy of this letter agreement and the specified retainer. CONSULTATION FEE The fee for the analysis identified above will be $25,000, including all data collection and travel expenses. A retainer of $10,000 is requested upon initiation of the research. The balance of the fee is expected at the completion of the assignment. Additional services, including presentations to community groups and other interested parties will be billed at standard CMR billing rates of $350.00 per hour for principals and $150.00 per hour for associates. If you are in agreement with the conditions above and wish for us to undertake the assignment on this basis, please return a signed copy of this agreement and we will begin work immediately. If you wish to modify the scope of work or discuss the approach that I have suggested, please don’t hesitate to call. Respectfully submitted, CAPITOL MARKET RESEARCH, INC. March 24, 2015 Charles H. Heimsath Date President _______________________________ ____________ Client Date jav Page 34 of 34