HomeMy WebLinkAboutAgenda_GTEC_05.20.2015Notice of Meeting for the
Georgetown Transportation Enhancement Corp the Governing Body
of the City of Georgetown
May 20, 2015 at 3:30 PM
at GMC Building, 300-1 Industrial Ave., Georgetown, TX 78626
The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA).
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contact the City at least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City
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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 Call to Order
The Board may, at any time, recess the Regular Session to convene in Executive Session at the
request of the Chair, a Board Member, the City Manager, Assistant City Manager, General
Manager of Utilities, City Council Member, or legal counsel for any purpose authorized by the
Open Meetings Act, Texas Government Code Chapter 551, and are subject to action in the
Regular Session that follows.
B Introduction of Visitors
C Industry/CAMPO/TXDOT Updates
D Discussion regarding the Project Progress Reports and Time Lines. – Bill Dryden, P.E.,
Transportation Engineer, and Edward G. Polasek, AICP, Transportation Services Director.
E Presentation of Georgetown Transportation Enhancement Corporation monthly financial report for
April 2015. Micki Rundell, Chief Financial Officer, COG, Finance Manager GTEC.
Legislative Regular Agenda
F Consideration and possible action to approve minutes from the regular GTEC Board meeting held
April 15, 2015. David Morgan, General Manager - GTEC
G Consideration and possible action to approve a Construction Contract with Joe Bland
Construction, LP, of Austin, TX, for the widening of Snead Drive from Southeast Inner Loop to
Airborn Circle, and additional water and wastewater improvements in the amount of
$1,829,928.00. – Bill Dryden, P.E., Transportation Engineer, Edward G. Polasek, AICP,
Transportation Services Director, and Wesley Wright, P.E., Systems Engineering Director.
H Consideration and possible action to approve a Resolution of the Georgetown Transportation
Enhancement Corporation (GTEC) for Series 2015 Sales Tax Revenue Refunding Bonds”. - Micki
Rundell, CFO
I Consideration and possible action to authorize payment to Williamson County for reimbursement
of previously allocated funds for Williams Drive improvements in the amount of $915,891. Micki
Page 1 of 115
Rundell, CFO
Adjournment
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 __________________, 2015, at __________, and remained so
posted for at least 72 continuous hours preceding the scheduled time of said meeting.
____________________________________
Jessica Brettle, City Secretary
Page 2 of 115
City of Georgetown, Texas
Transportation Enhancement Corp
May 20, 2015
SUBJECT:
Discussion regarding the Project Progress Reports and Time Lines. – Bill Dryden, P.E.,
Transportation Engineer, and Edward G. Polasek, AICP, Transportation Services Director.
ITEM SUMMARY:
GTEC Projects
FM 1460 ROW & Utility Relocations – Project No. 5RB
Mays Street Extension (Teravista Parkway to Westinghouse Road) – Project No. 5RI
NB Frontage Road (SS 158 to Lakeway Dr.) – Project No. 5QY
Northwest Blvd Overpass – Project No. 5QX
Rivery Boulevard Extension (Williams to Northwest Blvd) – Project 5RM
Snead Drive – Project 5QZ
Southwest Bypass – Project No. 5QC
Wolf Ranch Pkwy Extension – Project No. 5QW
GTEC Project Update & Status Report
GTAB Projects
Austin Avenue Bridge Evaluation and Repairs
CDBG Sidewalk Improvements – Madella Hilliard to MLK
FM 971 Realignment at Austin Avenue
FM 1460 Improvements Project
Sidewalk Master Plan
Southwest Bypass Project (TIP #14C)
Transit Study as Requested by City Council
Transportation Services Operations – CIP Maintenance
FINANCIAL IMPACT:
None
SUBMITTED BY:
Bill Dryden, P.E., Transportation Engineer
ATTACHMENTS:
Description Type
GTEC - May Project Updates Exhibit
GTEC - Projects Status Exhibit
GTAB - May Project Updates Exhibit
Page 3 of 115
FM 1460
(Quail Valley Drive to University Drive)
Project No. 5RB TIP No. EEa, EEb & EEc
Rights‐of‐Way Acquisition and Utility Relocation
May 2015
Project Description Acquisition of ROW and relocation of utilities for the FM 1460 Project (Quail Valley Drive
to University Drive).
Purpose To have all ROWs cleared and utilities prior to TxDOT letting the project foe construction.
Project Managers Ed Polasek, AICP and Bill Dryden, P.E.
Engineer Brown and Gay Engineers, Inc.
Element Status / Issues
Design Complete
Environmental/
Archeological
Complete
Rights of Way
As of October 16th, the City has obtained
Possession and Use Agreements or have
closings completed or planned for all the
remaining FM 1460 parcels.
Section: North South
Acquired: 34 8
Pending: 0 ‐
Condemnation: 2 ‐
Total: 36 8
Utility Relocations Ongoing
Construction We have heard that TxDOT and the Contractor have signed the Contract;
construction is expected to begin in 45 – 60 days (July 2015)
Other Issues AFA amendment pending reallocating authorized funding for [City] relocation
work.
Two known change orders pending – first is due to items from ROW negotiations;
second is due to proposed intersection redesign.
Page 4 of 115
Mays Street Extension
(Teravista Parkway in Round Rock to Westinghouse Road)
Project No. 5RI TIP No. None
May 2015
Project Description Extend Mays Street northward from Teravista Parkway to the existing intersection with
Westinghouse Road at Rabbit Hill Road. The widening along Westinghouse Road and
Rabbit Hill Road will also be included in the schematic for additional turning lanes
to/from Westinghouse Road. Preliminary layouts for future signals and roadway
illumination will also be included. The project length along the anticipated alignment is
approximately 1.0 miles.
Purpose To complete the schematic design, define rights‐of‐way requirements and complete 30%
design.
Project Managers Bill Dryden, P.E.
Engineer CP&Y, Inc.
Element Status / Issues
Design GTEC and Council have approved the Task Order with CP&Y for Final PS&E.
Environmental/
Archeological
TBD
Rights of Way Will match City of Round Rock standard of 100 ft. within RR’s City Limits; City of
Georgetown standard of 112 ft. within our City Limits.
Utility Relocations TBD
Construction TBD
Other Issues None.
Page 5 of 115
NB Frontage Road
(SS 158 to Lakeway Drive)
Project No. 5QX TIP No. QQ
May 2015
Unchanged
Project Description Design and construct a portion of an IH‐35 NB Frontage Road from Williams Drive to
Northwest Boulevard Bridge of a proposed NB FR which would ultimately extend to
Lakeway Drive.
Purpose To relieve congestion in the Williams Drive/Austin Avenue intersection by providing a NB
alternate, interim route to FM 971 and Georgetown High School. This project is the only
remaining portion of IH 35 in Central Texas without a frontage road existing, under
construction or being designed.
Project Manager Bill Dryden
Engineer Klotz Associates
Element Status / Issues
Design Staff and Engineer has met with TxDOT personnel at both the local Area Office and
District Environmental Division.
Environmental/
Archeology
TBD
Rights of Way None identified
Utility Relocations TBD
Construction TBD
Other Issues Staff is working with TxDOT to develop the AFAs required to complete the project.
Page 6 of 115
Northwest Boulevard Overpass
(Fontana Drive to Austin Avenue)
Project No. 5QX TIP No. QQ
May 2015
Unchanged
Project Description Construction of overpass and surface roads to connect Northwest Boulevard with
Austin Avenue and FM 971.
Purpose This project will relieve congestion at the Austin Avenue/Williams Drive
intersection and provide a more direct access from the west side of IH 35 corridor to
Georgetown High School and SH 130 via FM 971.
Project Manager Bill Dryden, P.E.
Engineer Klotz Associates
Element Status / Issues
Design Engineer has presented the Preliminary Engineering Report and has begun final
PS&E design efforts.
Environmental/
Archeological
Concurrent with preliminary engineering and schematic design.
Rights of Way Engineer is developing ROW strip map and individual parcel plats and documents.
Utility Relocations TBD
Construction TBD
Other Issues Staff met with TxDOT to develop an AFA for TxDOT review of the bridge crossing
of I 35 and its frontage roads.
Page 7 of 115
Rivery Boulevard Extension
(Williams Drive to Northwest Boulevard @ Fontana Drive)
Project No. 5RM TIP No. None
May 2015
Project Description Develop the Rights‐of‐Way Map, acquire ROW, address potential environmental
issues and complete construction plans specifications and estimate (PS&E) for the
extension of Rivery Boulevard from Williams Drive to Northwest Boulevard at
Fontana Drive in anticipation of future funding availability.
Purpose To provide a route between Williams Drive and Northwest Boulevard serving the
Gateway area, providing an alternate route from Williams Drive to the future
Northwest Boulevard Bridge over IH 35, to provide a route between the hotels in
the Gateway area and the proposed Conference Center near Rivery Boulevard and
Wolf Ranch Parkway.
Project Manager Bill Dryden, P.E.
Engineer Kasberg Patrick and Associates
Element Status / Issues
Design Engineering is 30% complete.
Environmental/
Archeology
TBD
Rights of Way Surveyor completing ROW map and individual parcel documents.
Property appraisals are underway.
Utility Relocations TBD
Construction TBD
Other Issues TBD
Page 8 of 115
Snead Drive Project
(SE Inner Loop to Airborn Circle)
Project No. 5QZ TIP No. None
May 2015
Project Description Develop Construction Plans Specifications and Estimate (PS&E) for the widening
of Snead Drive from S.E. Inner Loop to 600 feet north of Cooperative Way,
including appurtenant waste water improvements.
Purpose This project has been identified as GTEC eligible project and will provide
necessary infrastructure for ongoing economic development in the area.
Project Manager Bill Dryden, P.E.
Engineer Steger Bizzell
Element Status / Issues
Design Complete
Environmental/
Archeological
Complete
Rights of Way Agreement has been reached for the property needed to install a water quality
pond; paperwork pending.
Utility Relocations Utility relocations either complete or are part of the construction contract.
Construction Bids were received May 4th; Construction Contract on today’s agenda and
Council agenda for June 9th.
Contractor has requested a NTP effective July 6th.
Other Issues None
Page 9 of 115
Southwest Bypass Project
(SH 29 to RM 2243)
Project No. 5QC TIP No. 14b
May 2015
Project Description Develop a Design Schematic for the Southwest Bypass from Leander Road (RM
2243) to SH 29 and Construction Plans Specifications and Estimate (PS&E) for the
construction of approximately 1.3 miles of 2‐lane interim roadway with bridges
from Leander Road to its intersection with Wolf Ranch Parkway Extension (TIP
Project No. 14A.
Purpose This project is identified as needed in the OTP and GTEC TIP. This project, in
coordination with Wolf Ranch Parkway Extension, will provide access from
Leander Road to DB Wood Road south of SH 29, allowing alternate access from
southwest to west areas of the City, relieving the increasing traffic demand along
the IH 35 corridor.
Project Manager Bill Dryden, P.E.
Engineer HDR Engineering, Inc.
Element Status / Issues
Design PS&E complete, less construction documents and environmental permitting.
The current Task Order will be closed and final payment made to the Engineer.
The Engineer will prepare a new Task Order for Final PS&E and environmental
permitting documents. This project will be combined with Wolf Ranch
Parkway for a single construction contract.
Environmental/
Archeological
Draft Report detailing the environmental, geotechnical and historical issues has
been completed and submitted to the Williamson County Conservation
Foundation for determination of issues to be mitigated.
Rights of Way Weir Trust property – Condemnation pending;
Guy/Knight property – Acquisition complete;
Wolf property – Acquisition complete.
Utility Relocations None identified at this time.
Construction Construction will begin FY 2016.
Other Issues None pending.
Page 10 of 115
Wolf Ranch Parkway Extension Project
(SW Bypass to DB Wood Road)
Project No. 5QV TIP No. 14a
May 2015
Project Description Design Schematic and Plans Specifications & Estimate for the construction of a
roadway from Southwest Bypass (TIP Project # 14B) to DB Wood Road south of
SH 29. The project is planned as a major arterial.
Purpose This project is identified as needed in the OTP and the TIP. This project, in
coordination with Southwest Bypass (#14B), will provide access from Leander
Road to DB Wood Road south of SH 29, allowing alternate access from southwest
to west areas of the City, relieving the increasing traffic demand along the IH‐35
corridor.
Project Manager Bill Dryden, P.E.
Engineer HDR, Engineering, Inc.
Element Status / Issues
Design PS&E complete, less construction documents and environmental permitting.
The current Task Order will be closed and final payment made to the Engineer.
The Engineer will prepare a new Task Order for Final PS&E and environmental
permitting documents. This project will be combined with Southwest Bypass
for a single construction contract.
Environmental/
Archeological
Final report concerning the environmental, geotechnical and historical issues has
been submitted for review.
Rights of Way Complete.
Utility Relocations None identified at this time.
Construction Construction will begin FY 2016.
Other Issues None pending.
Page 11 of 115
Current Capital Improvement Projects TIP
No.
Project
No.
Update On Schedule/
Or Behind
Project
Budget
Project
Cost
Available Current Year
Projected
Current Year
Cost
Lakeway Drive Overpass #10 5QL Project Complete.
Complete 2,500,000 2,500,000 0 0
Southeast Arterial 1 (Sam Houston Avenue)#12 5QG Project Complete.
Complete 12,995,625 10,478,499 2,517,126 0
Wolf Ranch Parkway Extension (SW Bypass to DB
Wood Road)
#14A 5QW PS&E complete, less construction documents and
environmental permitting.
The current Task Order will be closed and final
payment made to the Engineer.
The Engineer will prepare a new Task Order for
Final PS&E and environmental permitting
documents. This project will be combined with
Southwest Bypass for a single construction
contract.
In-process
Unchanged
1,330,000 1,111,233 218,767 283,350 0
Southwest Bypass (SH29 to RR2243)#14B 5QC PS&E complete, less construction documents and
environmental permitting.
The current Task Order will be closed and final
payment made to the Engineer.
The Engineer will prepare a new Task Order for
Final PS&E and environmental permitting
documents. This project will be combined with
Wolf Ranch Parkway for a single construction
contract.
Weir Trust property - Condemnation pending.
Guy/Knight property – Acquisition complete.
Wolf property – Acquisition complete.
In-process
Unchanged
7,756,432 3,225,132 4,531,300 4,539,107 5,787
Northwest Blvd Overpass #QQ 5QX Engineer has presented the Preliminary Engineering
Report and has begun final PS&E design efforts.
Engineer is developing ROW strip map and
individual parcel plats and documents.
In-process
Unchanged
1,136,178 1,099,076 37,102 571,178 479,588
NB Frontage Road (SS 158 to Lakeway)#QQ 5QY Staff and Engineer has met with TxDOT personnel at
both the local Area Office and District Environmental
Division.
In-process
Unchanged
613,822 613,822 0 382,822 382,822
ROW - 1460 #EEa
#EEb
#EEc
5RB TxDOT and the Contractor have signed the
Contract;
construction is expected to begin in 45 – 60 days
(July 2015)
Utility relocations - ongoing.
As of October 16th, the City has obtained
Possession and Use Agreements or have closings
completed or planned for all the remaining FM 1460
parcels.
On Schedule 11,788,230 5,348,470 6,439,760 6,727,539 2,315,896
TCS/RR Easement 5RD Project Complete.
Complete 1,500,000 1,503,148 -3,148 0
FM 971 / Washam 5RE Project Complete.Complete 100,000 0 100,000 0
Rivery Road 5RF Project Complete.
Complete 779,000 29,000 750,000 750,000 0
Rivery Boulevard 5RM Engineering is 30% complete.
Surveyor completing ROW map and individual
parcel documents.
Property appraisals are underway.
On Schedule
GTEC PROJECT UPDATE AND STATUS REPORT
May 2015
Project to Date Current Year Budget
L:\Global\CIP Agenda Form\GTEC Status Report\2015\GTEC - Project Status - 2015-05.xlsx Page 1 of 4 5/14/2015Page 12 of 115
GTEC PROJECT UPDATE AND STATUS REPORT
May 2015
Snead Drive 5QZ Bids were received May 4th; Construction
Contract on today’s agenda and
Council agenda for June 9th.
Contractor has requested a NTP effective July
6th.
Agreement has been reached for the property need
to install a water quality pond; paperwork pending.
On Schedule
Unchanged
825,100 87,000 738,100 825,100 87,000
Mays Street Extension 5RI GTEC and Council have approved the Task
Order with CP&Y for Final PS&E.
In Process 196,000 196,000 0 196,000 196,000
IH 35/ Hwy 29 Intersection 5RJ TBD 650,000 0 650,000 650,000 0
Current Economic Development Projects Project
Type
Project
No.
Update On Schedule/
Or Behind
Project
Budget
Project
Cost
Available Current Year
Budget
Current Year
Cost
100 S. Austin Ave Eco Devo
Project
5RA In-process 507,000 507,000 0 0
Williams Drive Gateway 5RC Engineer working on schematic design alternatives
and preliminary cost estimates.
On Schedule 65,000 61720 3,280 0
Economic Development Projects 1,137,500 1,137,500 1,137,500 0
16,062,596 3,467,093
Project to Date Current Year Budget
L:\Global\CIP Agenda Form\GTEC Status Report\2015\GTEC - Project Status - 2015-05.xlsx Page 2 of 4 5/14/2015Page 13 of 115
Current Year
Available
0
0
283,350
4,533,320
91,590
0
4,411,643
0
0
750,000
(13/14)
L:\Global\CIP Agenda Form\GTEC Status Report\2015\GTEC - Project Status - 2015-05.xlsx Page 3 of 4 5/14/2015Page 14 of 115
738,100
0
650,000
Current Year
Available
0
1,137,500
12,595,503
(13/14)
L:\Global\CIP Agenda Form\GTEC Status Report\2015\GTEC - Project Status - 2015-05.xlsx Page 4 of 4 5/14/2015Page 15 of 115
Austin Avenue – Bridge Evaluations
(North and South San Gabriel Rivers)
Project No. TBD TIP Project No. N/A
May 2015
Unchanged
Project Description Evaluate the repairs necessary to restore full structural capacity to the Austin Avenue
bridges over the North and South San Gabriel Rivers. The process will involve several
phases – I) determination of testing needed, II) structural testing, analyses and
evaluation of test data to determine/recommend corrective measures and a project
budget, III) develop construction plans, specifications and contract documents,
estimates of probable construction costs and, last, IV) construction administration.
Purpose To extend the structural life of the two bridge and provide long‐term vehicular
capacity and pedestrian safety along Austin Avenue.
Project Manager Bill Dryden, P.E.
Engineer Aguirre & Fields, LP
Element Status / Issues
Design Staff met with Engineer and discussed potential courses of action. There are four basic
paths to consider: Do Nothing. Short Term Temporary Fix. Medium Term Fix. Replace
Structure.
Engineer has developed 2 potential conceptual alignments for the proposed
reconstruction of the bridge.
Surveying TBD
Environmental TBD during Phase II
Rights of Way Prop. ROW from 3rd Street to N. of 2nd; Exist. ROW from N. of 2nd to Morrow Street.
Utility Reloc’ns TBD (future)
Construction TBD
Other Issues Candidate project for May 2015 Bond Program election;
Project submitted for CAMPO funding;
Project eligible for TxDOT Off‐System Bridge Replacement Program.
Page 16 of 115
CDBG Sidewalk Improvements Project
Madella Hillard Center to MLK Blvd.
Project No. None TIP No. None
May 2015
Unchanged
Project Description Design and preparation of final plans, specifications and estimates (PS&E) for
sidewalk improvements around the Madella Hilliard Center and continuing along
the north side of 8th street to MLK Boulevard.
Purpose To provide ADA/TDLR compliant sidewalks in the area.
Project Managers Bill Dryden, P.E.
Engineer Steger Bizzell
Element Status / Issues
Design Complete.
Environmental/
Archeological
Complete.
Rights of Way N/A
Utility Relocations N/A
Construction Ongoing; approximately 95% complete. Contractor is addressing items
from the walk‐through and performing final clean‐up and revegetation.
Other Issues None.
Page 17 of 115
FM 971 at Austin Avenue
Realignment Intersection Improvements
Project No. 1BZ TIP No. QQ1
May 2015
Unchanged
Project Description Design and preparation of final plans, specifications and estimates (PS&E) for the widening
and realignment of FM 971 at Austin Avenue, eastward to Gann Street.
Purpose To provide a new alignment consistent with the alignment of the proposed Northwest
Boulevard Bridge over IH 35; to allow a feasible, alternate route from the west side of I 35 to
Austin Avenue, to Georgetown High School, to San Gabriel Park and a more direct route to
SH 130.
Project Managers Bill Dryden, P.E.
Engineer Klotz Associates, Inc.
Element Status / Issues
Design Preliminary Engineering complete;
Engineer working on 60% design submittal
Environmental/
Archeological
10/2015
Rights of Way Complete
Utility Relocations TBD
Construction 10/2016
Other Issues Working with TxDOT to develop an Advance Funding Agreement for plans review
and construction administration.
Page 18 of 115
FM 1460
Quail Valley Drive to University Drive
Project No. 5RB TIP No. EEa, EEb & EEc
May 2015
Project Description Design and preparation of plans, specifications and estimates (PS&E) for the widening and
reconstruction of FM 1460. Project will include review and update to existing Schematic,
Right‐of‐Way Map and Environmental Document and completion of the PS&E for the
remaining existing roadway.
Purpose To keep the currently approved environmental documents active; purchase ROW, effect
utility relocations/clearance and to provide on‐the‐shelf PS&E for TxDOT letting not later
than August 2013, pending available construction funding.
Project Managers Ed Polasek, AICP and Bill Dryden, P.E.
Engineer Brown and Gay Engineers, Inc.
Element Status / Issues
Design Complete
Environmental/
Archeological
Complete
Rights of Way As of October 16th, the City has obtained Possession and
Use Agreements or have closings planned for all the
remaining FM 1460 parcels.
Acquired: 34
Pending: 0
Condemnation: 2
Total: 36
Utility Relocations Ongoing; approximately 60% complete.
Construction Bid opened August 2014
Construction scheduled to commence Spring 2015.
Other Issues Two task order amendments presented to Council April 28th.
Engineer preparing Change Orders for construction contract.
Page 19 of 115
Sidewalk Master Plan and Public Facility Access Audit
May 2015
Purpose The purpose of the City of Georgetown Sidewalk Study and Public Facility Access
Audit is to inventory existing public infrastructure within the City of Georgetown City
Limits, identify design and compliance deficiencies, evaluate future program
requirements, and develop a long term implementation plan.
Project
Manager
Nat Waggoner, PMP®
Engineer HDR, Inc.
Task Status / Issues
Initiation ‐ Completed
Planning ‐ Completed
Execution ‐ See below
Task Name Start End
ADA Reporting Criteria for Sidewalk Analysis May‐14 Jun‐14
Comprehensive Review of Existing Studies, Plans, and
Reports
May‐14 Jun‐14
Self‐Assessment Survey of Downtown District May‐14 Jul‐14
Data Collection and Field Inventory Jun‐14 Aug‐14
City Facilities Survey Jul‐14 Sep‐14
Sidewalk Implementation Plan and Project Prioritization May‐14 Oct‐14
Parks and Amenities Survey Nov‐14 Feb‐14
Government and Public Stakeholder Meetings May‐14 Jan‐15
Public Meetings and Hearings Periodic
thru
Mar‐15
ADA Transition Plan Update to Council Targeting May‐15 Ongoing
Project Close Out Activities Targeting Apr‐15 Ongoing
10 Yr. Recommended Implementation Strategy Funding Needed
Priority 1 Projects $10.2 M
Operations and Maintenance $5 M
Replacement and Retirement (Recommended in 2025) $8 M
Outside Funding Pursuits
Staff is working to submit SWMP identified projects to meet the CAMPO calls for the Transportation
Alternatives Program (TAP) and Highway Safety Improvement Program administered by the Federal
Highway Administration (FHWA). Applications are submitted in late June of this year.
Staff met with TxDOT 3/30 to discuss sidewalk projects, program calls and their support.
Issues
Implementation of Priority 1 projects and budget requests for operations and maintenance will
involve boards and commissions, including GTAB.
Guidance Needed
At the 1st Reading on February 24th, Councilmember Hesser asked staff to further investigate
ownership and maintenance policies for sidewalks. Staff is coordinating with the Planning
Department for possible inclusion in the UDC amendment process and is looking for guidance from
GTAB as to inclusion in as a regular agenda item.
Page 20 of 115
Southwest Bypass Project
(RM 2243 to IH 35)
Project No. 1CA Project No. 14c
May 2015
Project Description Develop a Design Schematic for the Southwest Bypass from Leander Road (RM 2243) to IH
35 in the ultimate configuration and Construction Plans, Specifications and Estimate (PS&E)
for construction of approximately 1.5 miles of interim 2‐lane roadway from Leander Road
(RM 2243) to its intersection with the existing Inner Loop underpass at IH 35. The portion
from Leander Road to the east property line of Texas Crushed Stone is a GTAB Project; from
the east line to the existing Inner Loop underpass at IH 35 is being funded by GTEC.
Purpose To extend an interim portion of the SH 29 Bypass, filling in between Leander Road (RM
2243) to IH 35 Southbound Frontage Road.
Project Manager Williamson County
City Contact: Ed Polasek, AICP and Bill Dryden, P.E.
Engineer HDR, Inc.
Element Status / Issues
Williamson County
Project Status
A follow‐up meeting is scheduled for 4/20/15. A kickoff meeting was held on 4/6/15.
NTP was issued by PSI on 3/18/15. PSA was approved by the Court on 12/9/14.
Scoping meeting with HDR was held on 11/12/14. Meetings with the City of
Georgetown to discuss the interchange of Southwest Bypass and IH 35 were held on
8/5/14 and 8/12/14. An ILA between the City and County was approved by
Georgetownʹs City Council on 1/25/11 and by the Court on 2/15/11.
Other Issues None
Page 21 of 115
Transit Study
as Requested by City Council
Project No. None Project No. None
May 2015
Unchanged
Project
Description
Council Motion: Discussion and possible direction to the City of Georgetownʹs Transportation
Advisory Board (GTAB) to conduct an analysis and make a recommendation to the City Council
no later than June 24, 2014 ,regarding the Cityʹs potential future participation in State and
Regional Transportation Organizations including the benefits, conditions, and justification which
would prompt the Cityʹs participation in Project Connect, Lone Star Rail and any other relevant
State and Regional Transportation Organizations that the City should be involved with ‐‐ Steve
Fought, Councilmember, District 4
Amended Motion:
1. The City Manager to determine what time and effort staff have available to conduct this type
of study over the next year. If it is not in the Transportation Division, Planning Department,
Finance Department and/or City Manager’s Office work program, as outlined in the current
draft budget, can it be adequately staffed to complete this level of work over the next year?
2. Is the challenge to research Federal, State and Regional transportation organizations or is it
transit programs? This direction to staff is assuming it is transit programs.
3. Narrow the specific analysis to programs that are actually authorized to receive Federal
formula and discretionary funding programs found within the current Federal Transit
Administration. However, that would narrow the field down to three agencies or programs.
Capital Metro, Lone Star Rail and the State of Texas through the Texas Department of
Transportation. CARTS is only a contractor to Capital Metro and provides certain 5310
transit opportunities to persons outside of the Capital Metro Service Area in our jurisdiction.
CAMPO, Project Connect, Project Connect North and My35 are simply planning programs
that include staff from Capital Metro, Lone Star Rail District, and TxDOT and
representatives from local governments.
4. The analysis should be based on how those planning programs will lead to funding through
the project delivery agencies. (Fought amended to include financial risk and benefits to the City)
5. The Council should provide the Board and staff specifics on what type of economic analysis
data will lead to an ultimate decision by the City Council.
6. Finally, some people ‘can’t see what the final project would look like’ or ‘can’t see what a
Transit Oriented Development would look like.’ Years ago, when the City was looking at
transportation options and creating a TOD ordinance, there was a field trip to perform some
on the ground research. Members of the City Council, Planning and Zoning, and staff
(GTAB was not in existence at the time) went and stayed at a TOD to see for themselves.
We should have at least one field trip during this study. Since it has been about 8 years or
so since that first and only field trip, it should be extremely informative to do it again and
see what a TOD looks like today and how the project has performed over the years.
Vote on the original motion as amended: Approved (6‐1) (Hesser opposed)
Project
Manager
Ed Polasek, AICP
Engineer TBD
Project Status Workplan Under Development
Page 22 of 115
Transportation Services Operations
CIP Maintenance
May 2015
Project Description 2014‐2015 CIP Maintenance of roadways including, Chip seal, Cutler Overlays,
Fog seal applications and Engineering design of future rehabilitation projects.
Purpose To provide protection and maintain an overall pavement condition index of
85%.
Project Manager Mark Miller
Engineer/Engineers KPA, Steger Bizzell, Halff Assoc.
Task Status / Issues
2nd Street
Engineering
(KPA) 2nd St. to College St. plans are complete. Advertising, bidding and
construction will coincide with Parks and Recreation VFW Field
reconstruction project in approximately June / July minimizing disruption to
baseball season and to residents.
9th Street
(Main to Rock)
(KPA) (Patin Construction) A valiant effort was made by the contractor to
have the Main to Austin Ave. portion of the roadway open prior to the Poppy
festival. Pavement was placed on April 23rd and brick installation continued
through Friday afternoon. The largest outstanding portion of the contract is
the Brick crosswalks on Austin Avenue.
The work remaining in the project is projected to be complete in May. With the
stop work request that was issued the contractor the contract time will run
through mid‐June.
Chip Seal 2015 “May GTAB item” with construction complete by August 30th.
Fog Seal 2015 Fog sealing will be completed in‐house. In‐house engineering is being
provided for specified streets. Engineering under way and fog sealing will be
completed prior to mid‐June or as temperature allow. Temperatures much
above 80 degrees slows dry time.
HIPR/overlay 2015 “May GTAB item” with construction complete by October 1st.
Pavement
Evaluation
KPA Engineering: pavement evaluation/scoring and update of 5 year
(Complete)
Page 23 of 115
City of Georgetown, Texas
Transportation Enhancement Corp
May 20, 2015
SUBJECT:
Presentation of Georgetown Transportation Enhancement Corporation monthly financial report for
April 2015. Micki Rundell, Chief Financial Officer, COG, Finance Manager GTEC.
ITEM SUMMARY:
The Bylaws of GTEC (Article V, Section 6.02) require the Finance Manager to report the financial
activity of the Corporation to the Board.
Financial reports
Sales Tax revenues
Any other relevant financial information
Sales tax is received two months in arrears; therefore the revenues reflect only the amount
received, not actually earned, as of the report date. A report on payments made to vendors for the
month of April is also included.
FINANCIAL IMPACT:
n/a
SUBMITTED BY:
Micki Rundell (jk)
ATTACHMENTS:
Description Type
Financials Backup Material
Page 24 of 115
Prepared by: LKemp
5/11/2015
Georgetown Transportation Enhancement Corporation
As of April 30, 2015
Statement of Operations
A B C D E
2014/2015 4/30/2014
Budget $ YTD Actuals $%
Beginning Fund Balance 12,390,398 13,347,960 (957,562) 12,339,757 1,008,203 8%
Operating Revenues:
Sales Tax Revenue 5,491,500 [A]2,103,608 (3,387,892) 2,040,734 62,873 3%
Interest 12,500 29,844 17,344 6,811 23,033 338%
Reimbursement due from TXDOT 1,350,000 [B]448,333 (901,667) 2,141,852 (1,693,519) -79%
PID Assessments (Wolf Ranch Agreement)500,000 [C]- (500,000) - - 0%
Debt Proceeds [D]17,500,000 - (17,500,000) - - 0%
Total Operating Revenues 24,854,000 2,581,784 (22,272,216) 4,189,397 (1,607,613) -38%
Operating Expenses:
Administrative Expense & Supplies (405,101) (156,670) (248,431) (151,702) (4,968) 3%
Total Operating Expenses (405,101) (156,670) (248,431) (151,702) (4,968) 3%
Total - Net Operating Revenues (Expenses)24,448,899 2,425,115 (22,520,647) 4,037,695 (1,612,580) -40%
Non-Operating Revenues (Expenses):
Debt Service (2,600,131) (959,459) (1,640,672) (1,009,786) 50,327 -5%
ROW-1460 (1,500,000) [B](528,102) (971,898)
FM 1460 Widening (450,000) - (450,000)
SH 29 to RM2243 (SW Bypass)(3,704,107) (1,263,704) (2,440,403)
SW Bypass - 2243 to IH35 (1,500,000) - (1,500,000)
Arterial SE 1: Inner Loop - (61,157) 61,157
Fontana Drive to Austin Avenue (91,590) - (91,590)
Wolf Ranch Pkwy Extension (283,350) - (283,350)
Snead Drive (739,000) (19,369) (719,631)
Rivery Road (Convention Center Prj.)(721,000) - (721,000)
IH35/Hwy29 Intersection Improvements (650,000) - (650,000)
Rivery Extension (Williamson Dr. to NW Blvd)(1,500,000) (706,110) (793,890)
Pecan Center Drive [D](6,850,000) - (6,850,000)
Mays Street (Rabbit Hill Road)(S. Georgetown TIRZ)[D](10,650,000) - (10,650,000)
Transportation Improvement Program (28,639,047) (2,578,441) (8,560,606)
To Be Determined (1,372,875) - (1,372,875)
Economic Development Projects (1,372,875) - (1,372,875)
Total Non-Operating Revenues (Expenses)(3,537,900) (11,574,153)
Ending Fund Balance 4,227,244
Reservations
Contingency = 90 days sales tax receipts 1,501,000
TXDOT Refund for Williams Dr. payment 915,891
Total Reserved Fund Balance 2,416,891
Unreserved Fund Balance 1,810,353
NOTES:
[A]Sales tax posts two months after collections.
[B]TXDOT reimburses 90% of allowable charges on FM 1460.
[C]Assessment revenues are transferred at fiscal year end.
[D]Budget amendment approved by City Council January 2015. Bonds to be issued at a later date (2016) and project construction will be in 2016-17.
(32,612,053)
4/30/2015
YTD Actuals
Variance
Year to Date
Variance
Budget
Page 25 of 115
Prepared by: LKemp
5/11/2015
Georgetown Transportation Enhancement Corporation
As of April 30, 2015
Balance Sheet Highlights
Balance Sheet Highlights:
Current Assets (cash)
Cash - general/debt service 8,086,684
Investments - Certificates of Deposits & Money Market Accounts 5,020,640
TXDOT Receivables 559,551
Current Assets and CASH ON HAND Total:13,666,875
TXDOT Receivables Aging [A]
Not Requested 219,404
0 - 60 days 136,778
61- 120 days -
121 or more days 203,370
Total TXDOT Receivables 559,551
Bond Debt Outstanding
2007 Sales Tax Bonds 8,470,000 (Proceeds funded SE1)
ACTUAL FUNDS AVAILABLE FOR PROJECTS
Budgeted Ending Fund Balance 4,227,244
Less:
Reserved - TXDOT Refund for Williams Dr. payment [B](915,891)
Reserved - Contingency = 90 days of sales tax receipts (1,501,000)
Unreserved Fund Balance 1,810,353
Add:
Economic Development Projects to be determined 1,372,875 Appropriated per policy
Preliminary Projected Excess Beginning Fund Balance [C]957,562
TOTAL AVAILABLE FUNDS FOR NEW OR FUTURE PROJECTS 4,140,790
NOTES:
[A]TXDOT reimbursement payments are behind due to staffing shortages at TXDOT. Reimbursement requests
have been appropriately submitted and full payment is expected.
[B]To fund settlement with Williamson Co.
[C]Represents excess revenues earned and projects not expended.
Page 26 of 115
Prepared by: LKemp
5/11/2015 L:\Division\finance\Share2\AGENDA\GTEC\2015\Finreports\201504-April
Georgetown Transportation Enhancement Corporation
April 30, 2015
Variance % Var.
MONTH [a]2010-11 2011-12 2012-13 2013-14 2014-15 To FY 14 To FY 14
October 264,484 281,056 345,296 367,451 392,374 24,923 6.78%
November 309,844 297,888 328,333 398,208 411,566 13,358 3.35%
December 467,122 447,872 470,330 538,728 575,095 36,367 6.75%
January 271,870 292,708 330,857 357,430 350,778 (6,652)-1.86%
February 231,618 291,782 311,562 347,604 356,428 8,824 2.54%
March 432,060 423,287 462,254 457,421 495,804 38,383 8.39%
April 288,399 325,447 337,678 424,007
May 293,230 323,676 377,648 450,289
June 404,048 398,654 456,529 493,224
July 279,124 359,877 371,061 409,739
August 300,806 343,168 370,942 392,059
September 359,326 353,337 500,787 477,892
Total $3,901,931 $4,138,751 $4,663,277 $5,114,052 $2,582,045 $115,202
YTD 1,976,998 2,034,593 2,248,631 2,466,843 2,582,045 115,202 4.67%[b]
Notes:
[a] Sales tax revenue from the State Comptroller is received two months in arrears.
[b] YTD compared thru current month.
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
Re
v
e
n
u
e
s
Sales Tax 3 Year Trend
2012-13
2013-14
2014-15
Page 27 of 115
Check Report Summary
For the Month Ending
April 30, 2015
Ruben Medina $7,150.00
ROW- FM1460 relocation expense $7,150.00
$7,150.00 $7,150.00
Page 28 of 115
4/29/2015 8:46 AM A/P HISTORY CHECK REPORT PAGE: 6
VENDOR SET: 02 CITY OF GEORGETOWN
BANK: JPM JP MORGAN CHASE
DATE RANGE: 4/01/2015 THRU 4/30/2015
CHECK CHECK CHECK CHECK
VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT
1 RUBEN MEDINA
I-CR021315/MEDINA RUBEN MEDINA: R 4/16/2015 211920
400 9-0980-90-014 ROW - 1460 RUBEN MEDINA: 7,150.00 7,150.00
* * T O T A L S * * NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT
REGULAR CHECKS: 1 7,150.00 0.00 7,150.00
HAND CHECKS: 0 0.00 0.00 0.00
DRAFTS: 0 0.00 0.00 0.00
EFT: 0 0.00 0.00 0.00
NON CHECKS: 0 0.00 0.00 0.00
VOID CHECKS: 0 VOID DEBITS 0.00
VOID CREDITS 0.00 0.00 0.00
TOTAL ERRORS: 0
** G/L ACCOUNT TOTALS **
G/L ACCOUNT NAME AMOUNT
----------------------------------------------------------------------
400 9-0980-90-014 ROW - 1460 7,150.00
*** FUND TOTAL *** 7,150.00
NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT
VENDOR SET: 02 BANK: JPM TOTALS: 1 7,150.00 0.00 7,150.00
BANK: JPM TOTALS: 16 7,150.00 0.00 7,150.00
REPORT TOTALS: 38 33,891.83CR 0.00 7,150.00
Page 29 of 115
City of Georgetown, Texas
Transportation Enhancement Corp
May 20, 2015
SUBJECT:
Consideration and possible action to approve minutes from the regular GTEC Board meeting held
April 15, 2015. David Morgan, General Manager - GTEC
ITEM SUMMARY:
Board to review the minutes from the meeting held on April 15, 2015 and revise or approve.
FINANCIAL IMPACT:
na
SUBMITTED BY:
Jana Kern
ATTACHMENTS:
Description Type
Draft Minutes Backup Material
Page 30 of 115
Minutes of the Meeting of
Georgetown Transportation Enhancement Corporation
and the Governing Body of the
City of Georgetown, Texas
Wednesday, April 15, 2015
The Georgetown Transportation Enhancement Corporation of the City of Georgetown, Texas, met on
Wednesday, April 15, 2015.
Board Members Present:
Bill Connor- President, Tom Crawford – Vice President, Joe Pondrom- Secretary, John Hesser , Jerry
Hammerlun, Tommy Gonzalez, Leo Wood,
Board Members Absent: All Present
Staff Present: Ed Polasek, Jana Kern, Bridget Chapman, Nat Waggoner, Paul Diaz, Laurie Brewer,
La’Mar Kemp , Bill Dryden, Andreina Davila
Others Present: Wesley Jasek & Erin Gonzales - Brown & Gay, Rusty Winkstern - 500 South Austin
Ave. LLP, Anthony Serda – CP&Y, Steve Widacki – Alliance Transportation, Mike Payne –
Georgetown Advocate
Minutes
Regular Session
A. Call to Order: Mr. Conner called the regular GTEC Board Meeting to order on Wednesday,
April 15, 2015 at 3:31 PM
The Board may, at any time, recess the Regular Session to convene in Executive Session at the
President, A Board Member, The City Manager, Assistant City Manager, General Manager of
Utilities, City Council Member, and/or legal counsel for any purpose authorized by the Open
Meetings Act, Texas Government Code Chapter 551, and are subject to action in the Regular
Session that follows.
B. Introduction of Visitors
C. Industry/CAMPO/TXDOT Updates: At CAMPO there is an amendment to the 2035 for South
Mopac. Austin is opposed to the extension of Mopac. Staff is also following the Legislation. No
transportation bills have come up recently.
D. Discussion regarding the Project Progress Reports and Time Lines. – Bill Dryden, P.E.,
Transportation Engineer and Edward G. Polasek, AICP, Transportation Services Director
E. Presentation of Georgetown Transportation Enhancement Corporation monthly financial report
for March 2015. – Micki Rundell, Chief Financial Officer, COG, Finance Manager
F. Distribute the bond election memo from Carol Polumbo to GTAB– Bridget Chapman, City
Attorney
Chapman discussed with the Board what can and cannot be done, used or said.
Legislative Regular Agenda
G. Consideration and possible action to approve the minutes from the regular GTEC Board
meeting held March 13, 2015. – Jim Briggs, General Manager, GTEC Board Page 31 of 115
Motion by Gonzalez second by Hesser to approve the minutes as presented. Approved
unanimously 7-0
H. Consideration and possible action to approve Task Order CPY 15-001 with CP&Y, Inc., of
Austin, Texas, for professional engineering services related to the final engineering design for
construction plans, specifications and estimate for the Mays Street Extension from Teravista
Parkway to Westinghouse Road in the amount of $464,330.00. Bill Dryden, P.E. Transportation
Engineer and Edward G. Polasek, AICP, Transportation Services Director
Dryden stated that in November 2014 GTEC approved a budget amendment authorizing a
project to extend Mays Street from Teravista Parkway to Westinghouse Road. This task order is
for professional services to complete final plans, specifications and estimate ready for
construction. Staff recommends approval. Motion by Crawford second by Hesser to approve
Task Order CPY 15-001 in the amount of $464,330.00. Approved unanimously 7-0
I. Consideration and possible action to approve the Third Amendment to Task Order BGE 11-001
with Brown & Gay Engineers, Inc., of Austin, Texas, (dated October 25, 2011) related to the FM
1460 Roadway Improvements Project (Quail Valley Drive to University Boulevard) in the
amount of $350,500.00. Bill Dryden, P.E., Transportation Engineer, and Edward G. Polasek,
AICP, Transportation Services Director
Dryden gave the board a brief overview of the project. Then went on to explain that during the
design of the project, the hydraulic analyses determined that two significant modifications were
required in the drainage design – an additional barrel would be required for the West Fork of
Smith Branch and the culvert intended for Smith Branch would actually require upsizing to a
bridge. The Engineer has completed the design of the project with these modifications. Also,
during acquisition of rights-of-way, several modifications were required as a result of those
negotiations (additional driveways and additional widths of proposed driveways). Last,
additional development along the corridor has required modifications in the design for
adequate accommodations. The costs of this additional design will be $350,500.00 and some of
the revisions will result in the issuance of Change Order No. 1 for the project.
The funding for this will come from Bond Funds (GTAB) and GTEC Funds.
The GTAB Board did approve their portion of the funding.
Motion by Pondrom second by Gonzalez to approve the third amendment to Task Order
BGE 11-001 in the amount of $350,500.00. Approved unanimously 7-0
J. Consideration and possible action to authorize payment to Williamson County for
reimbursement of previously allocated funds for Williams Drive improvements in the amount
of $915,891.00. - Micki Rundell, CFO
Brewer gave the board an overview of the project. There was a lengthy discussion on the
findings and funding of the project with both TxDOT and Williamson County. Motion by
Pondrom second by Gonzalez to table this item and for staff to bring back the original findings
for this project. Approved unanimously 7-0
Mr. Gonzalez left the meeting at 4:31 PM due to conflict of interest on Items “K & L”
Page 32 of 115
K. Consideration and possible action on the development agreement with 500 South Austin Avenue
LLP. – Laurie Brewer, Assistant City Manager, Andreina Davila, Project Coordinator, and
Bridget Chapman, City Attorney
Brewer gave the Board a brief overview of the project, then turned it over to Rusty Winkstern,
the developer, who gave a presentation.
Motion by Hesser second by Crawford that Item “L” is a matter for closed session. Approved
unanimously 6-0 (Gonzalez absent)
Moved to Executive Session at 4:46 PM
Moved back to Regular Session at 5:28 PM
Motion from Executive Session:
Motion by Crawford second by Pondrom to terminate the agreement as written and as amended
and the agreement for the parking lot also be terminated.
Hesser amended that in lieu of the clawback as it written that we have a fall back on fees charged by
the City that were waived, be reimbursed 100%. Hammerlun second the amendment. Approved
unanimously 6-0 (Gonzalez absent)
Vote on original motion as amended - Approved unanimously 6-0 (Gonzalez absent)
Executive Session called to order at 4:46 PM
L. 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.
Section 551-071 – Consultation with Attorney
Discussion on the development agreement with 500 South Austin Avenue, LLP. – Laurie Brewer,
Assistant City Managers and Bridget Chapman
Motion by Pondrom second by Wood to return to Regular Session. Approved 6-0 (Gonzalez absent)
Moved to Item “K” in Regular Session at 5:28 PM
Adjournment
Motion by Crawford second by Hammerlun to adjourn meeting. Approved unanimously 6-0
(Gonzalez absent) Meeting adjourned at 5:33 PM
Page 33 of 115
Adjournment
Approved: Attest:
_______________________ ________________________
Bill Connor - President Joe Pondrom– Secretary
_________________________
Jana R. Kern – Board Liaison
Page 34 of 115
City of Georgetown, Texas
Transportation Enhancement Corp
May 20, 2015
SUBJECT:
Consideration and possible action to approve a Construction Contract with Joe Bland
Construction, LP, of Austin, TX, for the widening of Snead Drive from Southeast Inner Loop to
Airborn Circle, and additional water and wastewater improvements in the amount of
$1,829,928.00. – Bill Dryden, P.E., Transportation Engineer, Edward G. Polasek, AICP,
Transportation Services Director, and Wesley Wright, P.E., Systems Engineering Director.
ITEM SUMMARY:
The Snead Drive project received eligibility findings in 2009 and has been included as a project in
the GTEC Budget for FY 2014-2015. The proposed project would widened Snead Drive from
Southeast Inner Loop to Airborn Circle. Additionally, as part of the project, it has been determined
need for water and wastewater improvements in the area, a portion of which will be located under
Snead Drive.
The City received sealed construction bids for this project on Monday, May 4, 2015. Six bids were
received, with Joe Bland Construction, LP, of Austin, TX, submitting the apparent low bid in the
amount of $1,829,928.00 ($1,089,144.20 for the roadway and $740,783.80 for the water and
wastewater improvements portions).
Steger Bizzell has evaluated all the bids for accuracy and compliance with the bid documents,
checked Bidder’s references and has determined Joe Bland’s bid to be the lowest and most
responsive bid. Steger Bizzell recommends award of the Construction Contract to Joe Bland
Construction, LP, of Austin, TX, for the widening of Snead Drive from Southeast Inner Loop to
Airborn Circle in the amount of $1,829,928.00.
STAFF RECOMMENDATION:
Staff concurs with Steger Bizzell and recommends award of the Construction Contract to Joe
Bland Construction, LP, of Austin, TX, for the widening of Snead Drive from Southeast Inner
Loop to Airborn Circle in the amount of $1,829,928.00.
FINANCIAL IMPACT:
The widening of Snead Drive from Southeast Inner Loop to Airborn Circle is funded in the GTEC
budget; the project’s available is $719,671.00., leaving a construction shortfall of $317,789.
It is proposed that GTEC fund the shortfall using its surplus budget allocation for FM 1460 to keep
the project moving; funds will be transferred between line items in the budget to fund this
shortfall.
Attached is the project GTEC Budgetary Worksheet.
SUBMITTED BY:
Bill Dryden, P.E., Transportation Engineer
Page 35 of 115
ATTACHMENTS:
Description Type
GTEC Budgetary Worksheet Backup Material
Engineer's Recommendation and Bid Tab Exhibit
Minutes of Project Funding Authorization Exhibit
Page 36 of 115
PROJECT
No.
PROJECT NAME:5QZ DATE:
5/11/2015
Division/Department:
Director Approval EGP 5/11/15
Prepared By:
Finance Approval La'Ke5/14/15
TOTAL ANNUAL BUDGET 2,009,181.00
(Current year only)
Actual Cost Agenda Total Spent
Encumbrance Item & Encumbered % Annual
(A) before agenda item (B)(A + B)Budget
Consulting 177,000.00 177,000.00 9%
Right of Way 0.00 0%
Construction 1,829,928.00 1,829,928.00 91%
Other Costs 0.00 0%
Total Current Year Costs 177,000.00 1,829,928.00 2,006,928.00
Available
GENERAL LEDGER ACCOUNT NUMBER Budget CONSTRUCTION
400-9-0980-90-050 719,671.00
400-9-0980-90-036 Eco Devo Projects *389,510.00
1,089,144.20 Rdwy Reloc'n
660-9-0581-90-161 900,000.00 740,783.80 Util Reloc'n
Total Budget 2,009,181.00 1,829,928.00
TOTAL PROJECT BUDGET 2,009,181.00
(includes all previous yrs)
Prior Years Current Year Total Project % Total
Spent/Encumbered Costs Costs Budget
Consulting 0.00 177,000.00 177,000.00 9%
Right of Way 0.00 0.00 0.00 0%
Construction 0.00 1,829,928.00 1,829,928.00 91%
Other Costs 0.00 0.00 0.00 0%
Total Project Costs 0.00 2,006,928.00 2,006,928.00
GTEC & CIP- Budgetary and Financial Analysis Worksheet
Water Services
Comments: Joint project with GTEC and Water Services. Fund shortage to be transferred from Eco Devo
Snead Drive (FY 14/15)
Snead Drive
Construction
Wastewater Improvements
Bill Dryden, Transportation Engineer
Wesley Wright, Systems Eng'r Director
SNEAD DRIVE
Paving Improvements
Transportation Services
project account.
Page 37 of 115
Page 38 of 115
City of Georgetown Bid No. 201536
Steger Bizzell Job No. 22199
Snead Drive Street and Utility Improvements
BID TABULATION
Bid Opening: 5/4/2015 @ 2:00 p.m.
No.Item Description Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price
1.Mobility and Move-In Related Expenses, Bonds and
Insurance (≤ 5%)1 LS $ 69,000.00 $ 69,000.00 $ 90,000.00 $ 90,000.00 $ 85,160.00 $ 85,160.00 $ 98,000.00 $ 98,000.00
2.Videotape Project Area and Provide DVD to Owner 1 LS $ 1,000.00 $ 1,000.00 $ 2,000.00 $ 2,000.00 $ 1,500.00 $ 1,500.00 $ 1,500.00 $ 1,500.00
3.Barricades, Signs and Traffic Handling 1 LS $ 4,000.00 $ 4,000.00 $ 8,000.00 $ 8,000.00 $ 15,000.00 $ 15,000.00 $ 5,600.00 $ 5,600.00
4.Force Account 50,000 DOL $ 1.00 $ 50,000.00 $ 1.00 $ 50,000.00 $ 1.00 $ 50,000.00 $ 1.00 $ 50,000.00
TOTAL PROJECT-WIDE BID AMOUNT
ROADWAY QUANTITIES
5.Furnish & Install Concrete Curb Ramp 1 EA 2,100.00$ $ 2,100.00 1,300.00$ $ 1,300.00 1,200.00$ $ 1,200.00 1,500.00$ $ 1,500.00
6.Furnish & Install Concrete Curb & Gutter 1871 LF 13.00$ $ 24,323.00 14.00$ $ 26,194.00 18.00$ $ 33,678.00 13.00$ $ 24,323.00
7.Furnish & Install Concrete Ribbon Curb (18")816 LF 11.00$ $ 8,976.00 10.00$ $ 8,160.00 17.00$ $ 13,872.00 10.00$ $ 8,160.00
8.Furnish & Install Concrete Sidewalk, 6-ft Wide 759 LF $ 33.00 $ 25,047.00 $ 30.00 $ 22,770.00 $ 24.00 $ 18,216.00 $ 30.00 $ 22,770.00
9.Remove and Replace Concrete Driveway 790 SY $ 69.00 $ 54,510.00 $ 108.00 $ 85,320.00 $ 63.00 $ 49,770.00 $ 72.00 $ 56,880.00
10.Relocate Street Sign 2 EA $ 329.00 $ 658.00 $ 280.00 $ 560.00 $ 500.00 $ 1,000.00 $ 300.00 $ 600.00
11.Furnish & Install Street Sign 1 EA $ 460.00 $ 460.00 $ 400.00 $ 400.00 $ 900.00 $ 900.00 $ 400.00 $ 400.00
12.Furnish & Install White Thermo Striping (4"), Broken 625 LF $ 1.00 $ 625.00 $ 1.00 $ 625.00 $ 2.00 $ 1,250.00 $ 1.00 $ 625.00
13.Furnish & Install White Thermo Striping (8")574 LF $ 2.00 $ 1,148.00 $ 1.70 $ 975.80 $ 4.50 $ 2,583.00 $ 1.75 $ 1,004.50
14.Furnish & Install White Thermo Striping (24")53 LF $ 8.00 $ 424.00 $ 6.50 $ 344.50 $ 11.00 $ 583.00 $ 6.00 $ 318.00
15.Furnish & Install White Thermo Striping (Word)6 EA 363.00$ $ 2,178.00 306.00$ $ 1,836.00 400.00$ $ 2,400.00 300.00$ $ 1,800.00
16.Furnish & Install White Thermo Striping (Arrow)7 EA $ 263.00 $ 1,841.00 $ 222.00 $ 1,554.00 $ 375.00 $ 2,625.00 $ 300.00 $ 2,100.00
17.Furnish & Install Yellow Thermo Striping (4")3414 LF $ 1.00 $ 3,414.00 $ 1.00 $ 3,414.00 $ 2.00 $ 6,828.00 $ 1.00 $ 3,414.00
18.Furnish & Install Yellow Thermo Striping (24")50 LF $ 8.00 $ 400.00 $ 6.50 $ 325.00 $ 11.00 $ 550.00 $ 6.00 $ 300.00
19.Furnish & Install Pavement Markers, Type II-A-A 30 EA $ 8.00 $ 240.00 $ 6.50 $ 195.00 $ 45.00 $ 1,350.00 $ 6.00 $ 180.00
20.Furnish & Install Construction Exit/Entrance 2 EA $ 1,200.00 $ 2,400.00 $ 1,060.00 $ 2,120.00 $ 900.00 $ 1,800.00 $ 1,500.00 $ 3,000.00
21.Remove Construction Exit/Entrance 2 EA $ 600.00 $ 1,200.00 $ 300.00 $ 600.00 $ 100.00 $ 200.00 $ 500.00 $ 1,000.00
22.Furnish & Install Silt Fence 180 LF $ 2.00 $ 360.00 $ 3.00 $ 540.00 $ 2.00 $ 360.00 $ 2.00 $ 360.00
23.Remove Silt Fence 180 LF $ 1.00 $ 180.00 $ 0.50 $ 90.00 $ 0.25 $ 45.00 $ 0.50 $ 90.00
24.Furnish & Install Rock Filter Dam 50 LF $ 20.00 $ 1,000.00 $ 20.00 $ 1,000.00 $ 25.00 $ 1,250.00 $ 18.50 $ 925.00
25.Remove Rock Filter Dam 50 LF $ 10.00 $ 500.00 $ 5.00 $ 250.00 $ 4.00 $ 200.00 $ 6.00 $ 300.00
26.Prep Right-of-Way 21 STA $ 266.00 $ 5,586.00 $ 1,100.00 $ 23,100.00 $ 750.00 $ 15,750.00 $ 500.00 $ 10,500.00
27.Excavation 3178 CY $ 16.00 $ 50,848.00 $ 20.00 $ 63,560.00 $ 8.00 $ 25,424.00 $ 16.00 $ 50,848.00
28.Embankment 594 CY $ 10.00 $ 5,940.00 $ 12.00 $ 7,128.00 $ 10.00 $ 5,940.00 $ 10.00 $ 5,940.00
29.Furnish and Place Topsoil (4")4620 SY $ 2.00 $ 9,240.00 $ 1.50 $ 6,930.00 $ 3.50 $ 16,170.00 $ 2.00 $ 9,240.00
30. Furnish & Install Drill Seeding & Watering to Establishment 4620 SY $ 1.00 $ 4,620.00 $ 1.00 $ 4,620.00 $ 2.00 $ 9,240.00 $ 0.50 $ 2,310.00
31.Furnish & Install Flexible Base (12") (Type A Grade 5)5149 SY $ 15.00 $ 77,235.00 $ 12.50 $ 64,362.50 $ 12.00 $ 61,788.00 $ 18.00 $ 92,682.00
32.Furnish & Install Hot-Mix Asphalt (2") (Type D)4596 SY $ 14.00 $ 64,344.00 $ 11.74 $ 53,957.04 $ 12.00 $ 55,152.00 $ 11.00 $ 50,556.00
33.Furnish & Install Prime Coat (Terra Prime)4596 SY $ 2.00 $ 9,192.00 $ 1.50 $ 6,894.00 $ 2.00 $ 9,192.00 $ 1.25 $ 5,745.00
34.Furnish & Install Chip Seal (CHFRS-2P and Type E Grade 5
rock)8620 SY $ 5.00 $ 43,100.00 $ 4.00 $ 34,480.00 $ 5.00 $ 43,100.00 $ 4.10 $ 35,342.00
35.Furnish & Install Riprap (Conc) (5 in)260 CY $ 260.00 $ 67,600.00 $ 350.00 $ 91,000.00 $ 300.00 $ 78,000.00 $ 220.00 $ 57,200.00
36.Furnish & Install Riprap (Stone) (Common) (Dry) (12 in)520 CY $ 98.00 $ 50,960.00 $ 70.00 $ 36,400.00 $ 72.00 $ 37,440.00 $ 91.00 $ 47,320.00
37.Furnish & Install Riprap (Stone) (Common) (Dry) (6 in)24 CY $ 90.00 $ 2,160.00 $ 50.00 $ 1,200.00 $ 72.00 $ 1,728.00 $ 120.00 $ 2,880.00
38.Furnish & Install Concrete Flume (24" Wide x 5" Thick)20 LF $ 70.00 $ 1,400.00 $ 50.00 $ 1,000.00 $ 225.00 $ 4,500.00 $ 30.00 $ 600.00
M. A. Smith Contracting Co.,
Inc.
$150,000.00
Patin Construction, LLC
$155,100.00
Quantity
Joe Bland Construction, LP
$124,000.00
Westar Construction, Inc.
$151,660.00
201536 Bid Tabulation.xlsx Page 1 of 6 Prepared by Steger Bizzell (F-181)Page 39 of 115
City of Georgetown Bid No. 201536
Steger Bizzell Job No. 22199
Snead Drive Street and Utility Improvements
BID TABULATION
Bid Opening: 5/4/2015 @ 2:00 p.m.
No.Item Description Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price
M. A. Smith Contracting Co.,
Inc.
Patin Construction, LLC
Quantity
Joe Bland Construction, LP Westar Construction, Inc.
39.Furnish & Install Concrete Box Culvert (8'x4')510 LF $ 459.00 $ 234,090.00 $ 470.00 $ 239,700.00 $ 450.00 $ 229,500.00 $ 525.00 $ 267,750.00
40.Furnish & Install Wingwall (PW) (HW = 5')5 EA $ 12,000.00 $ 60,000.00 $ 12,000.00 $ 60,000.00 $ 12,000.00 $ 60,000.00 $ 7,000.00 $ 35,000.00
41.Furnish & Install Concrete Box SET (S=8') (HW=5') (6:1)2 EA $ 14,000.00 $ 28,000.00 $ 15,000.00 $ 30,000.00 $ 11,000.00 $ 22,000.00 $ 8,500.00 $ 17,000.00
42.Furnish & Install Drill Shaft (18")6 LF $ 280.00 $ 1,680.00 $ 630.00 $ 3,780.00 $ 500.00 $ 3,000.00 $ 350.00 $ 2,100.00
43.Relocate Street Light, inc. conduit & conductors 1 EA $ 2,500.00 $ 2,500.00 $ 5,667.00 $ 5,667.00 $ 1,200.00 $ 1,200.00 $ 2,500.00 $ 2,500.00
44.Furnish & Install Metal Beam Guard Fence, Wood and Steel
Posts 975 LF $ 21.00 $ 20,475.00 $ 18.00 $ 17,550.00 $ 40.00 $ 39,000.00 $ 25.00 $ 24,375.00
45.Furnish & Install Concrete Mow Strip (4"x3.5')975 LF $ 19.00 $ 18,525.00 $ 14.00 $ 13,650.00 $ 18.00 $ 17,550.00 $ 22.00 $ 21,450.00
46.Furnish & Install Single Guardrail Terminal 2 EA $ 2,900.00 $ 5,800.00 $ 2,500.00 $ 5,000.00 $ 2,500.00 $ 5,000.00 $ 2,000.00 $ 4,000.00
47.Furnish & Install Downstream Anchor Terminal 1 EA $ 900.00 $ 900.00 $ 1,100.00 $ 1,100.00 $ 1,500.00 $ 1,500.00 $ 900.00 $ 900.00
48.Furnish & Install Driveway Anchor Terminal 3 EA $ 860.00 $ 2,580.00 $ 725.00 $ 2,175.00 $ 1,500.00 $ 4,500.00 $ 500.00 $ 1,500.00
49.Furnish & Install Water Quality Pond, inc. earthwork, sand,
liners, gabion, piping, discharge, seeding, etc.1 LS $ 67,000.00 $ 67,000.00 $ 100,000.00 $ 100,000.00 $ 39,000.00 $ 39,000.00 $ 82,000.00 $ 82,000.00
50.Relocate irrigation components 1 LS $ 1,400.00 $ 1,400.00 $ 1,000.00 $ 1,000.00 $ 22,000.00 $ 22,000.00 $ 1,500.00 $ 1,500.00
TOTAL ROADWAY BID AMOUNT
WATER & WASTEWATER QUANTITIES
51.Furnish & Install 8" SDR-26 PVC sewer pipe 6 LF 100.00$ $ 600.00 100.00$ $ 600.00 53.00$ $ 318.00 60.00$ $ 360.00
52. Furnish & Install 15" SDR-26 PVC sewer pipe, up to 6' deep 398 LF 52.00$ $ 20,696.00 53.00$ $ 21,094.00 48.00$ $ 19,104.00 80.00$ $ 31,840.00
53.Furnish & Install 15" SDR-26 PVC sewer pipe, 6'-8' deep 2163 LF 52.00$ $ 112,476.00 58.00$ $ 125,454.00 53.00$ $ 114,639.00 85.00$ $ 183,855.00
54.Furnish & Install 15" SDR-26 PVC sewer pipe, 8'-10' deep 1774 LF $ 61.00 $ 108,214.00 $ 63.00 $ 111,762.00 $ 58.00 $ 102,892.00 $ 90.00 $ 159,660.00
55. Furnish & Install 15" SDR-26 PVC sewer pipe, 10'-12' deep 1589 LF $ 65.00 $ 103,285.00 $ 68.00 $ 108,052.00 $ 63.00 $ 100,107.00 $ 95.00 $ 150,955.00
56. Furnish & Install 15" SDR-26 PVC sewer pipe, 12'-14' deep 178 LF $ 69.00 $ 12,282.00 $ 74.00 $ 13,172.00 $ 93.00 $ 16,554.00 $ 100.00 $ 17,800.00
57.Furnish & Install 18" T-1 Wall (F679) PVC sewer pipe, up to
6' deep 20 LF $ 65.00 $ 1,300.00 $ 79.00 $ 1,580.00 $ 68.00 $ 1,360.00 $ 100.00 $ 2,000.00
58.Furnish & Install 18" T-1 Wall (F679) PVC sewer pipe, 6'-8'
deep 310 LF $ 63.00 $ 19,530.00 $ 84.00 $ 26,040.00 $ 76.00 $ 23,560.00 $ 105.00 $ 32,550.00
59.Furnish & Install 18" T-1 Wall (F679) PVC sewer pipe, 8'-10'
deep 471 LF $ 74.00 $ 34,854.00 $ 89.00 $ 41,919.00 $ 79.00 $ 37,209.00 $ 110.00 $ 51,810.00
60.Furnish & Install 18" T-1 Wall (F679) PVC sewer pipe, 10'-
12' deep 76 LF $ 79.00 $ 6,004.00 $ 90.00 $ 6,840.00 $ 83.00 $ 6,308.00 $ 115.00 $ 8,740.00
61.Connect to Existing System 6 EA 4,400.00$ $ 26,400.00 1,500.00$ $ 9,000.00 7,500.00$ $ 45,000.00 5,000.00$ $ 30,000.00
62.Furnish & Install 8" SDR-26 PVC sewer stub, 10 l.f.3 EA $ 1,600.00 $ 4,800.00 $ 1,000.00 $ 3,000.00 $ 900.00 $ 2,700.00 $ 500.00 $ 1,500.00
63.Remove Existing Sewer Line 148 LF $ 36.00 $ 5,328.00 $ 25.00 $ 3,700.00 $ 17.00 $ 2,516.00 $ 20.00 $ 2,960.00
64.Furnish & Install Water Line Crossing 2 EA $ 2,000.00 $ 4,000.00 $ 900.00 $ 1,800.00 $ 5,500.00 $ 11,000.00 $ 5,000.00 $ 10,000.00
65.Furnish & Install Seed and Water to Establishment 1 LS $ 46,000.00 $ 46,000.00 $ 10,000.00 $ 10,000.00 $ 30,000.00 $ 30,000.00 $ 2,500.00 $ 2,500.00
66.Furnish & Install Silt Fence 3658 LF $ 2.00 $ 7,316.00 $ 2.25 $ 8,230.50 $ 2.00 $ 7,316.00 $ 2.00 $ 7,316.00
67.Remove Silt Fence 3658 LF $ 1.00 $ 3,658.00 $ 0.25 $ 914.50 $ 0.25 $ 914.50 $ 0.50 $ 1,829.00
68.Furnish & Install Rock Filter Dam 220 LF $ 20.00 $ 4,400.00 $ 25.00 $ 5,500.00 $ 23.00 $ 5,060.00 $ 18.50 $ 4,070.00
69.Remove Rock Filter Dam 220 LF $ 10.00 $ 2,200.00 $ 12.00 $ 2,640.00 $ 5.00 $ 1,100.00 $ 6.00 $ 1,320.00
70.Furnish & Install Concrete Manhole, 4' I.D.4 EA $ 4,400.00 $ 17,600.00 $ 4,550.00 $ 18,200.00 $ 7,500.00 $ 30,000.00 $ 3,300.00 $ 13,200.00
$1,032,826.84 $961,287.50$967,159.00 $948,334.00
201536 Bid Tabulation.xlsx Page 2 of 6 Prepared by Steger Bizzell (F-181)Page 40 of 115
City of Georgetown Bid No. 201536
Steger Bizzell Job No. 22199
Snead Drive Street and Utility Improvements
BID TABULATION
Bid Opening: 5/4/2015 @ 2:00 p.m.
No.Item Description Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price
M. A. Smith Contracting Co.,
Inc.
Patin Construction, LLC
Quantity
Joe Bland Construction, LP Westar Construction, Inc.
71.Furnish & Install Concrete Manhole, 4' I.D., Gasketed 9 EA $ 4,500.00 $ 40,500.00 $ 4,600.00 $ 41,400.00 $ 7,500.00 $ 67,500.00 $ 3,400.00 $ 30,600.00
72.Furnish & Install Concrete Manhole, 4' I.D., Vented &
Gasketed 4 EA $ 5,900.00 $ 23,600.00 $ 5,800.00 $ 23,200.00 $ 11,000.00 $ 44,000.00 $ 5,300.00 $ 21,200.00
73. Furnish & Install Concrete Drop Manhole, 4' I.D., Gasketed 1 EA $ 5,700.00 $ 5,700.00 $ 4,700.00 $ 4,700.00 $ 10,000.00 $ 10,000.00 $ 3,500.00 $ 3,500.00
74. Furnish & Install Concrete Manhole on existing line, 4' I.D. 1 EA $ 5,700.00 $ 5,700.00 $ 5,600.00 $ 5,600.00 $ 8,500.00 $ 8,500.00 $ 5,000.00 $ 5,000.00
75.Furnish & Install Concrete Manhole on existing line, 4' I.D.,
Gasketed 1 EA $ 5,700.00 $ 5,700.00 $ 5,900.00 $ 5,900.00 $ 8,500.00 $ 8,500.00 $ 5,000.00 $ 5,000.00
76.Furnish & Install Concrete Drop Manhole on existing line, 4'
I.D.1 EA $ 6,300.00 $ 6,300.00 $ 6,100.00 $ 6,100.00 $ 9,500.00 $ 9,500.00 $ 6,000.00 $ 6,000.00
77.Furnish & Install Concrete Drop Manhole on existing line, 4'
I.D., Gasketed 1 EA $ 6,000.00 $ 6,000.00 $ 6,300.00 $ 6,300.00 $ 9,500.00 $ 9,500.00 $ 6,000.00 $ 6,000.00
78.Furnish & Install Concrete Manhole on existing line, 5' I.D.,
Gasketed 1 EA $ 8,000.00 $ 8,000.00 $ 7,700.00 $ 7,700.00 $ 17,500.00 $ 17,500.00 $ 6,500.00 $ 6,500.00
79.Furnish & Install Cement Stabilization 100 LF $ 106.00 $ 10,600.00 $ 70.00 $ 7,000.00 $ 75.00 $ 7,500.00 $ 15.00 $ 1,500.00
80.Open Cut and Repair Pavement, Curb and/or Sidewalk 32 LF $ 164.00 $ 5,248.00 $ 100.00 $ 3,200.00 $ 125.00 $ 4,000.00 $ 100.00 $ 3,200.00
81.Prep Easement 52 STA $ 263.00 $ 13,676.00 $ 500.00 $ 26,000.00 $ 500.00 $ 26,000.00 $ 95.00 $ 4,940.00
82.Furnish & Install 8" C-900 DR-18 PVC water pipe, inc. tracer
wire 342 LF $ 43.00 $ 14,706.00 $ 55.00 $ 18,810.00 $ 73.00 $ 24,966.00 $ 50.00 $ 17,100.00
83.Furnish & Install 18" Steel Encasement pipe 140 LF $ 148.00 $ 20,720.00 $ 200.00 $ 28,000.00 $ 170.00 $ 23,800.00 $ 120.00 $ 16,800.00
84.Furnish & Install Fire Hydrant Assembly, incl. valve, box &
tee 1 EA $ 5,600.00 $ 5,600.00 $ 4,900.00 $ 4,900.00 $ 6,000.00 $ 6,000.00 $ 5,000.00 $ 5,000.00
85.Perform Wet Connection (8")2 EA $ 4,000.00 $ 8,000.00 $ 1,200.00 $ 2,400.00 $ 7,500.00 $ 15,000.00 $ 5,000.00 $ 10,000.00
86.Furnish & Install D.I. Fittings 793 LBS $ 3.00 $ 2,379.00 $ 3.00 $ 2,379.00 $ 15.00 $ 11,895.00 $ 3.00 $ 2,379.00
87.Furnish & Install 8" Gate Valve 3 EA $ 2,500.00 $ 7,500.00 $ 1,500.00 $ 4,500.00 $ 2,500.00 $ 7,500.00 $ 1,600.00 $ 4,800.00
88.Provide Trench Safety Plan 1 LS $ 570.00 $ 570.00 $ 1,000.00 $ 1,000.00 $ 1,800.00 $ 1,800.00 $ 2,000.00 $ 2,000.00
89.Perform Trench Safety Implementation 7,327 LF $ 1.00 $ 7,327.00 $ 1.00 $ 7,327.00 $ 2.25 $ 16,485.75 $ 0.50 $ 3,663.50
TOTAL WATER & WASTEWATER BID AMOUNT
TOTAL BID ADJUSTED FOR CORRECTNESS
SUBMITTED BID
DIFFERENCE FROM ENGINEER'S ESTIMATE
ADDENDUM #1 Y Y Y Y
ADDENDUM #2 Y Y Y Y
ADDENDUM #3 Y Y Y Y
ADDENDUM #4 Y Y Y Y
BID BOND Y Y Y Y
STATEMENT OF EXPERIENCE Y Y Y Y
(same)
-8.7%
$1,908,650.84
-11.9%
$725,914.00
$1,908,740.84
$869,447.50
$1,985,835.00
(same)
-8.3%
(same)
-15.5%
$738,769.00
$1,829,928.00
$877,604.25
$1,977,598.25
201536 Bid Tabulation.xlsx Page 3 of 6 Prepared by Steger Bizzell (F-181)Page 41 of 115
City of Georgetown Bid No. 201536
Steger Bizzell Job No. 22199
Snead Drive Street and Utility Improvements
BID TABULATION
Bid Opening: 5/4/2015 @ 2:00 p.m.
No.Item Description
1.Mobility and Move-In Related Expenses, Bonds and
Insurance (≤ 5%)1 LS
2.Videotape Project Area and Provide DVD to Owner 1 LS
3.Barricades, Signs and Traffic Handling 1 LS
4.Force Account 50,000 DOL
TOTAL PROJECT-WIDE BID AMOUNT
ROADWAY QUANTITIES
5.Furnish & Install Concrete Curb Ramp 1 EA
6.Furnish & Install Concrete Curb & Gutter 1871 LF
7.Furnish & Install Concrete Ribbon Curb (18")816 LF
8.Furnish & Install Concrete Sidewalk, 6-ft Wide 759 LF
9.Remove and Replace Concrete Driveway 790 SY
10.Relocate Street Sign 2 EA
11.Furnish & Install Street Sign 1 EA
12.Furnish & Install White Thermo Striping (4"), Broken 625 LF
13.Furnish & Install White Thermo Striping (8")574 LF
14.Furnish & Install White Thermo Striping (24")53 LF
15.Furnish & Install White Thermo Striping (Word)6 EA
16.Furnish & Install White Thermo Striping (Arrow)7 EA
17.Furnish & Install Yellow Thermo Striping (4")3414 LF
18.Furnish & Install Yellow Thermo Striping (24")50 LF
19.Furnish & Install Pavement Markers, Type II-A-A 30 EA
20.Furnish & Install Construction Exit/Entrance 2 EA
21.Remove Construction Exit/Entrance 2 EA
22.Furnish & Install Silt Fence 180 LF
23.Remove Silt Fence 180 LF
24.Furnish & Install Rock Filter Dam 50 LF
25.Remove Rock Filter Dam 50 LF
26.Prep Right-of-Way 21 STA
27.Excavation 3178 CY
28.Embankment 594 CY
29.Furnish and Place Topsoil (4")4620 SY
30. Furnish & Install Drill Seeding & Watering to Establishment 4620 SY
31.Furnish & Install Flexible Base (12") (Type A Grade 5)5149 SY
32.Furnish & Install Hot-Mix Asphalt (2") (Type D)4596 SY
33.Furnish & Install Prime Coat (Terra Prime)4596 SY
34.Furnish & Install Chip Seal (CHFRS-2P and Type E Grade 5
rock)8620 SY
35.Furnish & Install Riprap (Conc) (5 in)260 CY
36.Furnish & Install Riprap (Stone) (Common) (Dry) (12 in)520 CY
37.Furnish & Install Riprap (Stone) (Common) (Dry) (6 in)24 CY
38.Furnish & Install Concrete Flume (24" Wide x 5" Thick)20 LF
Quantity Unit Price Total Price Unit Price Total Price Unit Price Total Price
100,000.00$ $ 100,000.00 $ 95,000.00 $ 95,000.00 $ 101,000.00 $ 101,000.00
1,000.00$ $ 1,000.00 $ 3,850.00 $ 3,850.00 $ 2,500.00 $ 2,500.00
16,000.00$ $ 16,000.00 $ 11,000.00 $ 11,000.00 $ 25,000.00 $ 25,000.00
1.00$ $ 50,000.00 $ 1.00 $ 50,000.00 $ 1.00 $ 50,000.00
1,000.00$ $ 1,000.00 1,760.00$ $ 1,760.00 $ 2,500.00 $ 2,500.00
18.00$ $ 33,678.00 14.00$ $ 26,194.00 $ 25.00 $ 46,775.00
12.00$ $ 9,792.00 11.00$ $ 8,976.00 $ 18.00 $ 14,688.00
30.00$ $ 22,770.00 $ 31.90 $ 24,212.10 $ 40.00 $ 30,360.00
100.00$ $ 79,000.00 $ 82.50 $ 65,175.00 $ 80.00 $ 63,200.00
270.00$ $ 540.00 $ 330.00 $ 660.00 $ 300.00 $ 600.00
370.00$ $ 370.00 $ 385.00 $ 385.00 $ 500.00 $ 500.00
0.80$ $ 500.00 $ 0.80 $ 500.00 $ 0.60 $ 375.00
1.60$ $ 918.40 $ 1.70 $ 975.80 $ 1.00 $ 574.00
5.80$ $ 307.40 $ 6.30 $ 333.90 $ 8.00 $ 424.00
300.00$ $ 1,800.00 302.50$ $ 1,815.00 $ 200.00 $ 1,200.00
250.00$ $ 1,750.00 $ 220.00 $ 1,540.00 $ 150.00 $ 1,050.00
0.80$ $ 2,731.20 $ 0.80 $ 2,731.20 $ 0.50 $ 1,707.00
6.00$ $ 300.00 $ 6.30 $ 315.00 $ 10.00 $ 500.00
6.00$ $ 180.00 $ 6.30 $ 189.00 $ 5.00 $ 150.00
1,000.00$ $ 2,000.00 $ 1,650.00 $ 3,300.00 $ 1,000.00 $ 2,000.00
500.00$ $ 1,000.00 $ 825.00 $ 1,650.00 $ 200.00 $ 400.00
2.00$ $ 360.00 $ 5.50 $ 990.00 $ 2.50 $ 450.00
0.30$ $ 54.00 $ 5.50 $ 990.00 $ 1.00 $ 180.00
17.00$ $ 850.00 $ 38.50 $ 1,925.00 $ 40.00 $ 2,000.00
6.00$ $ 300.00 $ 27.50 $ 1,375.00 $ 10.00 $ 500.00
2,100.00$ $ 44,100.00 $ 1,650.00 $ 34,650.00 $ 2,000.00 $ 42,000.00
24.00$ $ 76,272.00 $ 27.40 $ 87,077.20 $ 12.00 $ 38,136.00
12.00$ $ 7,128.00 $ 30.30 $ 17,998.20 $ 10.00 $ 5,940.00
1.50$ $ 6,930.00 $ 2.80 $ 12,936.00 $ 2.00 $ 9,240.00
1.40$ $ 6,468.00 $ 1.40 $ 6,468.00 $ 0.50 $ 2,310.00
13.00$ $ 66,937.00 $ 14.90 $ 76,720.10 $ 15.00 $ 77,235.00
11.00$ $ 50,556.00 $ 12.90 $ 59,288.40 $ 14.00 $ 64,344.00
1.30$ $ 5,974.80 $ 1.40 $ 6,434.40 $ 2.00 $ 9,192.00
4.30$ $ 37,066.00 $ 5.00 $ 43,100.00 $ 4.00 $ 34,480.00
360.00$ $ 93,600.00 $ 506.00 $ 131,560.00 $ 400.00 $ 104,000.00
58.00$ $ 30,160.00 $ 79.80 $ 41,496.00 $ 70.00 $ 36,400.00
68.00$ $ 1,632.00 $ 79.80 $ 1,915.20 $ 100.00 $ 2,400.00
85.00$ $ 1,700.00 $ 66.00 $ 1,320.00 $ 50.00 $ 1,000.00
Chasco Constructors, Ltd., LLP
$178,500.00$167,000.00
Engineer's EstimateCentral Road & Utility, Ltd.
$159,850.00
201536 Bid Tabulation.xlsx Page 4 of 6 Prepared by Steger Bizzell (F-181)Page 42 of 115
City of Georgetown Bid No. 201536
Steger Bizzell Job No. 22199
Snead Drive Street and Utility Improvements
BID TABULATION
Bid Opening: 5/4/2015 @ 2:00 p.m.
No.Item Description Quantity
39.Furnish & Install Concrete Box Culvert (8'x4')510 LF
40.Furnish & Install Wingwall (PW) (HW = 5')5 EA
41.Furnish & Install Concrete Box SET (S=8') (HW=5') (6:1)2 EA
42.Furnish & Install Drill Shaft (18")6 LF
43.Relocate Street Light, inc. conduit & conductors 1 EA
44.Furnish & Install Metal Beam Guard Fence, Wood and Steel
Posts 975 LF
45.Furnish & Install Concrete Mow Strip (4"x3.5')975 LF
46.Furnish & Install Single Guardrail Terminal 2 EA
47.Furnish & Install Downstream Anchor Terminal 1 EA
48.Furnish & Install Driveway Anchor Terminal 3 EA
49.Furnish & Install Water Quality Pond, inc. earthwork, sand,
liners, gabion, piping, discharge, seeding, etc.1 LS
50.Relocate irrigation components 1 LS
TOTAL ROADWAY BID AMOUNT
WATER & WASTEWATER QUANTITIES
51.Furnish & Install 8" SDR-26 PVC sewer pipe 6 LF
52. Furnish & Install 15" SDR-26 PVC sewer pipe, up to 6' deep 398 LF
53.Furnish & Install 15" SDR-26 PVC sewer pipe, 6'-8' deep 2163 LF
54.Furnish & Install 15" SDR-26 PVC sewer pipe, 8'-10' deep 1774 LF
55. Furnish & Install 15" SDR-26 PVC sewer pipe, 10'-12' deep 1589 LF
56. Furnish & Install 15" SDR-26 PVC sewer pipe, 12'-14' deep 178 LF
57.Furnish & Install 18" T-1 Wall (F679) PVC sewer pipe, up to
6' deep 20 LF
58.Furnish & Install 18" T-1 Wall (F679) PVC sewer pipe, 6'-8'
deep 310 LF
59.Furnish & Install 18" T-1 Wall (F679) PVC sewer pipe, 8'-10'
deep 471 LF
60.Furnish & Install 18" T-1 Wall (F679) PVC sewer pipe, 10'-
12' deep 76 LF
61.Connect to Existing System 6 EA
62.Furnish & Install 8" SDR-26 PVC sewer stub, 10 l.f.3 EA
63.Remove Existing Sewer Line 148 LF
64.Furnish & Install Water Line Crossing 2 EA
65.Furnish & Install Seed and Water to Establishment 1 LS
66.Furnish & Install Silt Fence 3658 LF
67.Remove Silt Fence 3658 LF
68.Furnish & Install Rock Filter Dam 220 LF
69.Remove Rock Filter Dam 220 LF
70.Furnish & Install Concrete Manhole, 4' I.D.4 EA
Unit Price Total Price Unit Price Total Price Unit Price Total Price
Chasco Constructors, Ltd., LLP Engineer's EstimateCentral Road & Utility, Ltd.
580.00$ $ 295,800.00 $ 503.00 $ 256,530.00 $ 450.00 $ 229,500.00
11,000.00$ $ 55,000.00 $ 6,600.00 $ 33,000.00 $ 10,000.00 $ 50,000.00
12,000.00$ $ 24,000.00 $ 11,770.00 $ 23,540.00 $ 8,000.00 $ 16,000.00
160.00$ $ 960.00 $ 715.00 $ 4,290.00 $ 200.00 $ 1,200.00
2,200.00$ $ 2,200.00 $ 5,775.00 $ 5,775.00 $ 4,000.00 $ 4,000.00
30.00$ $ 29,250.00 $ 23.70 $ 23,107.50 $ 25.00 $ 24,375.00
33.00$ $ 32,175.00 $ 24.20 $ 23,595.00 $ 20.00 $ 19,500.00
2,300.00$ $ 4,600.00 $ 2,145.00 $ 4,290.00 $ 2,000.00 $ 4,000.00
1,000.00$ $ 1,000.00 $ 990.00 $ 990.00 $ 1,500.00 $ 1,500.00
700.00$ $ 2,100.00 $ 550.00 $ 1,650.00 $ 800.00 $ 2,400.00
77,000.00$ $ 77,000.00 $ 122,550.00 $ 122,550.00 $ 80,000.00 $ 80,000.00
5,000.00$ $ 5,000.00 $ 5,500.00 $ 5,500.00 $ 2,000.00 $ 2,000.00
260.00$ $ 1,560.00 76.50$ $ 459.00 $ 100.00 $ 600.00
58.00$ $ 23,084.00 61.60$ $ 24,516.80 $ 70.00 $ 27,860.00
69.00$ $ 149,247.00 63.30$ $ 136,917.90 $ 80.00 $ 173,040.00
72.00$ $ 127,728.00 $ 68.30 $ 121,164.20 $ 90.00 $ 159,660.00
74.00$ $ 117,586.00 $ 77.80 $ 123,624.20 $ 100.00 $ 158,900.00
76.00$ $ 13,528.00 $ 91.90 $ 16,358.20 $ 110.00 $ 19,580.00
78.00$ $ 1,560.00 $ 73.80 $ 1,476.00 $ 85.00 $ 1,700.00
79.00$ $ 24,490.00 $ 77.50 $ 24,025.00 $ 95.00 $ 29,450.00
80.00$ $ 37,680.00 $ 83.70 $ 39,422.70 $ 105.00 $ 49,455.00
82.00$ $ 6,232.00 $ 95.20 $ 7,235.20 $ 115.00 $ 8,740.00
1,500.00$ $ 9,000.00 1,519.00$ $ 9,114.00 $ 4,000.00 $ 24,000.00
1,500.00$ $ 4,500.00 $ 275.00 $ 825.00 $ 1,000.00 $ 3,000.00
35.00$ $ 5,180.00 $ 27.50 $ 4,070.00 $ 25.00 $ 3,700.00
1,600.00$ $ 3,200.00 $ 1,925.00 $ 3,850.00 $ 2,500.00 $ 5,000.00
50,000.00$ $ 50,000.00 $ 11,000.00 $ 11,000.00 $ 20,000.00 $ 20,000.00
2.00$ $ 7,316.00 $ 2.50 $ 9,145.00 $ 2.50 $ 9,145.00
0.30$ $ 1,097.40 $ 0.60 $ 2,194.80 $ 1.00 $ 3,658.00
17.00$ $ 3,740.00 $ 27.50 $ 6,050.00 $ 40.00 $ 8,800.00
6.00$ $ 1,320.00 $ 11.00 $ 2,420.00 $ 10.00 $ 2,200.00
4,800.00$ $ 19,200.00 $ 4,895.00 $ 19,580.00 $ 4,500.00 $ 18,000.00
$1,117,809.80 $1,031,285.00$1,171,773.00
201536 Bid Tabulation.xlsx Page 5 of 6 Prepared by Steger Bizzell (F-181)Page 43 of 115
City of Georgetown Bid No. 201536
Steger Bizzell Job No. 22199
Snead Drive Street and Utility Improvements
BID TABULATION
Bid Opening: 5/4/2015 @ 2:00 p.m.
No.Item Description Quantity
71.Furnish & Install Concrete Manhole, 4' I.D., Gasketed 9 EA
72.Furnish & Install Concrete Manhole, 4' I.D., Vented &
Gasketed 4 EA
73. Furnish & Install Concrete Drop Manhole, 4' I.D., Gasketed 1 EA
74. Furnish & Install Concrete Manhole on existing line, 4' I.D. 1 EA
75.Furnish & Install Concrete Manhole on existing line, 4' I.D.,
Gasketed 1 EA
76.Furnish & Install Concrete Drop Manhole on existing line, 4'
I.D.1 EA
77.Furnish & Install Concrete Drop Manhole on existing line, 4'
I.D., Gasketed 1 EA
78.Furnish & Install Concrete Manhole on existing line, 5' I.D.,
Gasketed 1 EA
79.Furnish & Install Cement Stabilization 100 LF
80.Open Cut and Repair Pavement, Curb and/or Sidewalk 32 LF
81.Prep Easement 52 STA
82.Furnish & Install 8" C-900 DR-18 PVC water pipe, inc. tracer
wire 342 LF
83.Furnish & Install 18" Steel Encasement pipe 140 LF
84.Furnish & Install Fire Hydrant Assembly, incl. valve, box &
tee 1 EA
85.Perform Wet Connection (8")2 EA
86.Furnish & Install D.I. Fittings 793 LBS
87.Furnish & Install 8" Gate Valve 3 EA
88.Provide Trench Safety Plan 1 LS
89.Perform Trench Safety Implementation 7,327 LF
TOTAL WATER & WASTEWATER BID AMOUNT
TOTAL BID ADJUSTED FOR CORRECTNESS
SUBMITTED BID
DIFFERENCE FROM ENGINEER'S ESTIMATE
ADDENDUM #1
ADDENDUM #2
ADDENDUM #3
ADDENDUM #4
BID BOND
STATEMENT OF EXPERIENCE
Unit Price Total Price Unit Price Total Price Unit Price Total Price
Chasco Constructors, Ltd., LLP Engineer's EstimateCentral Road & Utility, Ltd.
5,000.00$ $ 45,000.00 $ 4,950.00 $ 44,550.00 $ 4,600.00 $ 41,400.00
7,200.00$ $ 28,800.00 $ 6,050.00 $ 24,200.00 $ 6,000.00 $ 24,000.00
6,800.00$ $ 6,800.00 $ 4,950.00 $ 4,950.00 $ 6,500.00 $ 6,500.00
5,400.00$ $ 5,400.00 $ 4,950.00 $ 4,950.00 $ 5,000.00 $ 5,000.00
5,300.00$ $ 5,300.00 $ 4,950.00 $ 4,950.00 $ 5,100.00 $ 5,100.00
6,800.00$ $ 6,800.00 $ 5,335.00 $ 5,335.00 $ 7,000.00 $ 7,000.00
6,400.00$ $ 6,400.00 $ 5,115.00 $ 5,115.00 $ 7,100.00 $ 7,100.00
8,500.00$ $ 8,500.00 $ 7,645.00 $ 7,645.00 $ 6,000.00 $ 6,000.00
170.00$ $ 17,000.00 $ 83.10 $ 8,310.00 $ 100.00 $ 10,000.00
220.00$ $ 7,040.00 $ 275.00 $ 8,800.00 $ 50.00 $ 1,600.00
420.00$ $ 21,840.00 $ 5,500.00 $ 286,000.00 $ 500.00 $ 26,000.00
60.00$ $ 20,520.00 $ 35.90 $ 12,277.80 $ 60.00 $ 20,520.00
270.00$ $ 37,800.00 $ 112.80 $ 15,792.00 $ 225.00 $ 31,500.00
5,000.00$ $ 5,000.00 $ 5,995.00 $ 5,995.00 $ 5,000.00 $ 5,000.00
2,400.00$ $ 4,800.00 $ 770.00 $ 1,540.00 $ 2,000.00 $ 4,000.00
5.00$ $ 3,965.00 $ 5.50 $ 4,361.50 $ 4.00 $ 3,172.00
1,600.00$ $ 4,800.00 $ 2,337.50 $ 7,012.50 $ 2,000.00 $ 6,000.00
1,000.00$ $ 1,000.00 $ 825.00 $ 825.00 $ 2,000.00 $ 2,000.00
2.00$ $ 14,654.00 $ 1.10 $ 8,059.70 $ 2.50 $ 18,317.50
Y Y
Y Y
Y Y
Y Y
Y Y
Y Y
$2,075,292.10
8.7%
(same)
$2,166,482.50
-1.1%
$956,697.50$858,667.40
$2,143,477.20
$1,024,116.50
$2,355,739.50
201536 Bid Tabulation.xlsx Page 6 of 6 Prepared by Steger Bizzell (F-181)Page 44 of 115
The Georgetown Transportation Enhancement Corporation of the City of Georgetown, Texas, met on
Wednesday, July 17, 2013.
Board Members Present:
Bill Connor - Secretary, John Hesser, Jerry Hammerlun, Jesus Moulinet
Board Members Absent:
Troy Hellmann - President, Johnny Anderson - Vice President, Dawn Martinez
Staff Present:
Paul Brandenburg, Jim Briggs, Micki Rundell, Ed Polasek, Jana Kern, Wes Wright, Mark Thomas, Bill
Dryden, La"Mar Kemp,
OTHERS PRESENT:
Ben Lake & Rob Crowson - Steizer Bizzell
F—minutes I
Regular Meeting
Mr. Paul Brandenburg called the regular GTEC Board meeting to order on Wednesday, July 17, 2013 at
2:02 PM
Due to the absence of the President and Vice President the remaining Board members shall select a
member to preside over this meeting, Per Section 2.09 of the GTEC Bylaws.
Motion by Hammerlun, seconded by Hesser to choose Bill Connor to preside over this Board meeting.
Approved 4-0 (Hellmann, Anderson & Martinez absent)
Board may, at any time, recess the Regular Session to convene in Executive Session at the request of the
President, a Board Member, the City Manager in his capacity as General Manager of the GTEC
Corporation, the Assistant City Manager, General Manager - Utilities, or legal counsel for any purpose
authorized by the Open Meetings Act, Texas Government Code Chapter 551, and are subject to action in
the Regular Session that follows.
I. STAFF BOARD COMMENTS/QUESTIONS:
This is a short informational time regarding items where specific actions are not requested or needed)A
A. Introduction of Visitors
B. Industry/CAMPO/TxDOT/ Updates: CAMPO - Updated the growth model and economic
employment and population distribution plan.
C. Project Progress Reports
D. Monthly Financial Report
This is for specific action items considered by the Board —greater than $50,000 in value)
Consideration and possible action to approve the minutes from the regular GTEC Board meeting held
on June 19, 2013 -- Paul E. Brandenburg
Motion by Hammerlun, seconded by Moulinet to approve minutes as presented.
Approved 4-0 (Hellmann, Anderson & Martinez absent)
Page 45 of 115
F. Consideration and possible action to appoint John Hesser as the GTEC representative to the GTAB
Board. - Troy Hellmann
Motion by Hammerlun, seconded by Moulinet to remove Anderson as GTEC representative to the
GTAB Board and appoint John Hesser as the GTEC representative to the GTAB Board.
Approved 4 -0 (Hellmann, Anderson & Martinez absent)
G. Discussion and possible action to amend the budget or provide funding in the 2013/14 budget to fund
the Snead Drive improvements from Inner Loop Road to Airborn Circle in an amount not to exceed
1,064,610.00 and set a public hearing. - Ed Polasek and Mark Thomas
Polasek /Thomas updated the board on this project. At the May 2013 Board meeting, the motion was to
move this project forward and extend Snead Drive to four lanes. Also, to have staff bring back a final
dollar amount that will be added to the 2013/14 Budget.
This project was found to be eligible in 2009. In May 2013 two potential economic development projects
that were considering locations along Snead Drive. With this new information the Board recommended
proceeding with the improvements prior to actual development of the projects. Rundell recommended to
the Board that they do a Bond for this project, because this construction improvement and funding it over
ten to twelve years. By doing the Bond it would not impact your cash for future projects.
Motion by Hammerlun, seconded by Moulinet to proceed with the project and fund the services of non -
construction incidentals in an estimate of $239,510.00 out of the current 2012/13 budget and the
construction cost that is estimated to be $825,100.00 be put into the 2013/14 budget with debt. Approved
4 -0 (Hellmann, Anderson & Martinez absent)
H. Discussion and possible action to approve the 2013/14 Interlocal Service Agreement between GTEC
and the City for administrative services. - Micki Rundell
Rundell explained the annual agreement to the Board.
Motion by Hammerlun, seconded by Moulinet to approve the 2013 -14 Interlocal Service Agreement as
presented. Approved 4 -0 (Hellmann, Anderson & Martinez absent)
I. Discussion and possible action to adopt the 2013/14 proposed GTEC budget and set a date for the
public hearing on the proposed budget. - Micki Rundell
Rundell explained the 2013/14 proposed GTEC Budget to the board.
Motion by Hesser, seconded by Moulinet to approve the 2013 -14 GTEC budget as amended and to set
the public hearing for Aug 21, 2013. Approved 4 -0 (Hellmann, Anderson & Martinez absent)
III. ADJOURN
Motion by Hammerlun, seconded by Moulinet to adjourn meeting. Approved 4 -0 (Hellmann,
Anderson & Martinez absent)
Adjournment
The meeting was adjourned at 02:44 PM.
Approved: Attest:
Bill Connor - Acting President r Bill Connor — Secretary
Jana Kern — Board Liaison
Page 46 of 115
City of Georgetown, Texas
Transportation Enhancement Corp
May 20, 2015
SUBJECT:
Consideration and possible action to approve a Resolution of the Georgetown Transportation
Enhancement Corporation (GTEC) for Series 2015 Sales Tax Revenue Refunding Bonds”. - Micki
Rundell, CFO
ITEM SUMMARY:
Consideration and action with respect to "Resolution of the Georgetown Transportation
Enhancement Corporation Authorizing the Issuance of Georgetown Transportation
Enhancement Corporation Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015;
Approving an Official Statement; a Paying Agent/Registrar Agreement, a Purchase Agreement
and an Escrow Agreement, Establishing Procedures for Selling and Delivery of the Bonds; and
Authorizing Other Matters Relating to the Bonds."
This resolution authorizes issuance of GTEC Sales Tax Revenue Refunding Bonds, the amount of
which will not be determined until the actual sale of the bonds, due to market conditions. This issue
will refund up to $8.47M of 2007 Series Senior Lien Sale Tax Revenue Bonds originally issued for the
construction of SE 1 and other GTEC eligible projects. The estimated saving on this refunding has a
NPV greater than $290,698. The final savings won’t be determined until the actual bond sale and
related market conditions.
These bonds will be handled as a “negotiated sale” due to special structuring requirements related to
the issuance of refunding bonds and will be sold at least 15 days after the City sells the various other
new money issues on May 12, 2015. Due to the delay in the sale itself, this resolution also delegates
signing the final refunding bond documents to the Mayor or the Mayor-Pro Tem. This action allows
the City’s Financial Advisor to place the bonds at the most opportune time in the market, while
meeting all the legal requirements of the sale.
FINANCIAL IMPACT:
Once the bonds are sold, an analysis of the cost savings will be provided to the GTEC Board and the
City Council.
Please note all bond sales will be approved and effective on First Reading in accordance with
Section 1201.028, Texas Government Code.
SUBMITTED BY:
Micki Rundell (jk)
ATTACHMENTS:
Description Type
Cover Sheet Backup Material
Proposed Resolution Resolution Letter
Preliminary Official Statement is available with the City Secretary at
City Hall. Resolution Letter
Page 47 of 115
Meeting Date May 20, 2015 Item No. _________
GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION
AGENDA ITEM COVER SHEET
SUBJECT:
Consideration and possible action to approve a Resolution of the Georgetown Transportation Enhancement
Corporation (GTEC) for Series 2015 Sales Tax Revenue Refunding Bonds” Micki Rundell, CFO
ITEM SUMMARY:
Consideration and action with respect to "Resolution of the Georgetown
Transportation Enhancement Corporation Authorizing the Issuance of
Georgetown Transportation Enhancement Corporation Senior Lien Sales Tax
Revenue Refunding Bonds, Series 2015; Approving an Official Statement; a
Paying Agent/Registrar Agreement, a Purchase Agreement and an Escrow
Agreement, Establishing Procedures for Selling and Delivery of the Bonds; and
Authorizing Other Matters Relating to the Bonds."
This resolution authorizes issuance of GTEC Sales Tax Revenue Refunding Bonds, the amount of which will
not be determined until the actual sale of the bonds, due to market conditions. This issue will refund up to
$8.47M of 2007 Series Senior Lien Sale Tax Revenue Bonds originally issued for the construction of SE 1 and
other GTEC eligible projects. The estimated saving on this refunding has a NPV greater than $290,698. The
final savings won’t be determined until the actual bond sale and related market conditions.
These bonds will be handled as a “negotiated sale” due to special structuring requirements related to the
issuance of refunding bonds and will be sold at least 15 days after the City sells the various other new money
issues on May 12, 2015. Due to the delay in the sale itself, this resolution also delegates signing the final
refunding bond documents to the Mayor or the Mayor-Pro Tem. This action allows the City’s Financial Advisor
to place the bonds at the most opportune time in the market, while meeting all the legal requirements of the
sale.
FINANCIAL IMPACT
Once the bonds are sold, an analysis of the cost savings will be provided to the GTEC Board and the City
Council.
Please note all bond sales will be approved and effective on First Reading in accordance with Section
1201.028, Texas Government Code.
ATTACHMENTS
Proposed Resolution
Preliminary Official Statement is available with the City Secretary at City Hall.
SUBMITTED BY:
Micki Rundell, Chief Financial Officer, COG, Finance Manager, GTEC
Page 48 of 115
GTEC\SrLienRevRefg\2015: BondRes
RESOLUTION OF THE GEORGETOWN TRANSPORTATION ENHANCEMENT
CORPORATION
AUTHORIZING THE ISSUANCE OF
GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION SENIOR
LIEN SALES TAX REVENUE REFUNDING BONDS, SERIES 2015; APPROVING AN
OFFICIAL STATEMENT; A PAYING AGENT/REGISTRAR AGREEMENT, A
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT, ESTABLISHING
PROCEDURES FOR SELLING AND DELIVERY OF THE BONDS; AND
AUTHORIZING OTHER MATTERS RELATING TO THE BONDS
Adopted May 20, 2015
Page 49 of 115
GTEC\SrLienRevRefg\2015: BondRes i
RESOLUTION OF THE GEORGETOWN TRANSPORTATION ENHANCEMENT
CORPORATION AUTHORIZING THE ISSUANCE OF GEORGETOWN
TRANSPORTATION ENHANCEMENT CORPORATION SENIOR LIEN SALES TAX
REVENUE REFUNDING BONDS, SERIES 2015; APPROVING AN OFFICIAL
STATEMENT; A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE
AGREEMENT AND AN ESCROW AGREEMENT, ESTABLISHING PROCEDURES
FOR SELLING AND DELIVERY OF THE BONDS; AND AUTHORIZING OTHER
MATTERS RELATING TO THE BONDS
TABLE OF CONTENTS
Page
Section 1. AMOUNT AND PURPOSE OF THE BONDS AND DEFINITIONS ....................2
Section 2. DESIGNATION OF THE BONDS ............................................................................2
Section 3. CHARACTERISTICS OF THE BONDS .................................................................7
Section 4. FORM OF BOND ......................................................................................................10
Section 5. PLEDGE .....................................................................................................................10
Section 6. SPECIAL FUNDS .....................................................................................................11
Section 7. REVENUE FUND .....................................................................................................11
Section 8. FLOW OF FUNDS ....................................................................................................11
Section 9. DEBT SERVICE FUND ...........................................................................................12
Section 10. RESERVE FUND ....................................................................................................13
Section 11. OPERATING FUND ...............................................................................................14
Section 12. TRANSFER..............................................................................................................14
Section 13. INVESTMENTS ......................................................................................................14
Section 14. FUNDS SECURED ..................................................................................................15
Section 15. PAYMENT ...............................................................................................................15
Section 16. DEFICIENCIES - EXCESS PLEDGED REVENUES ........................................15
Section 17. ADDITIONAL PARITY OBLIGATIONS ...........................................................15
Page 50 of 115
GTEC\SrLienRevRefg\2015: BondRes ii
Section 18. JUNIOR LIEN AND SUBORDINATE DEBT .....................................................13
Section 19. GENERAL COVENANTS ......................................................................................13
Section 20. DEFEASANCE OF BONDS ....................................................................................14
Section 21. DAMAGED, MUTILATED, LOST, STOLEN, OR
DESTROYED BONDS ...........................................................................................15
Section 22. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE,
IF OBTAINED ........................................................................................................16
Section 23. COVENANTS REGARDING TAX EXEMPTION .............................................17
Section 24. APPROVAL OF OFFERING DOCUMENTS, PAYING
AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT ........23
Section 25. EXECUTION OF DOCUMENTS .........................................................................24
Section 26. CONTINUING DISCLOSURE UNDERTAKING ..............................................24
Section 27. DEFAULT AND REMEDIES ................................................................................27
Section 28. NO RECOURSE AGAINST OFFICIALS ............................................................28
Section 29. FURTHER ACTIONS .............................................................................................28
Section 30. AMENDMENT OF RESOLUTION ......................................................................28
Section 31. PAYMENT OF ATTORNEY GENERAL FEES .................................................31
Section 32. INTERPRETATIONS ............................................................................................31
Section 33. INCONSISTENT PROVISIONS ...........................................................................31
Section 34. INTERESTED PARTIES .......................................................................................31
Section 35. INCORPORATION OF RECITALS ....................................................................31
Section 36. SEVERABILITY .....................................................................................................31
Section 37. REPEALER .............................................................................................................31
Section 38. EFFECTIVE DATE ................................................................................................31
Page 51 of 115
GTEC\SrLienRevRefg\2015: BondRes iii
Section 39. PREAMBLE ............................................................................................................31
EXHIBIT A - Definitions
EXHIBIT B – Form of Bond
EXHIBIT C – Description of Annual Financial Information
Page 52 of 115
GTEC\SrLienRevRefg\2015: BondRes
RESOLUTION OF THE GEORGETOWN TRANSPORTATION ENHANCEMENT
CORPORATION AUTHORIZING THE ISSUANCE OF GEORGETOWN
TRANSPORTATION ENHANCEMENT CORPORATION SENIOR LIEN SALES TAX
REVENUE REFUNDING BONDS, SERIES 2015; APPROVING AN OFFICIAL
STATEMENT; A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE
AGREEMENT AND AN ESCROW AGREEMENT, ESTABLISHING PROCEDURES
FOR SELLING AND DELIVERY OF THE BONDS; AND AUTHORIZING OTHER
MATTERS RELATING TO THE BONDS
THE STATE OF TEXAS §
§
GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION §
WHEREAS, pursuant to Section 4B of the Development Corporation Act of 1979,
Article 5190.6, Vernon’s Annotated Texas Civil Statutes now codified as Local Government
Code, Title 12, Subtitle C, particularly Chapters 501 and 505 of the Local Government Code
(collectively, the "Act"), a majority of the citizens of the City of Georgetown, Texas (the "City")
voting at an election held on May 5, 2001 (the "Election") authorized the City to levy a sales and
use tax on the receipts at retail of taxable items within the City at a rate of one-half of one
percent for the benefit of a development corporation operating on behalf of the City to be used
for project costs for streets, roads, drainage and other transportation system improvements
including the payment of maintenance and operating expenses associated with such authorized
projects; and
WHEREAS, pursuant to the provisions of the Act the City created the Georgetown
Transportation Enhancement Corporation (the "Issuer"), a nonstock, nonprofit industrial
development corporation created to act on behalf of the Issuer to satisfy the public purposes set
forth in the Act as authorized at the Election; and
WHEREAS, the Board of Directors of the Issuer (the "Board") hereby finds and
determines that the issuance of the Bonds (as defined herein) in accordance with the Act to
refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, is in the best interest
of the Issuer; and
WHEREAS, after issuance, the Bonds will be the only series of Parity Obligations
outstanding; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Resolution was passed was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended.
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION THAT:
Page 53 of 115
GTEC\SrLienRevRefg\2015: BondRes 2
Section 1. AMOUNT AND PURPOSE OF THE BONDS AND DEFINITIONS. (a)
The Bonds of the Issuer are hereby authorized to be issued and delivered in the aggregate
principal amount not to exceed of $8,750,000 for the purpose of providing funds for (i) refunding
the Refunded Obligations and (ii) paying the costs of issuing the Bonds. For all purposes of this
Resolution, except as otherwise expressly provided or unless the context otherwise requires, the
capitalized terms used in this Resolution have the meanings assigned to them in Exhibit "A".
Section 2. DESIGNATION OF THE BONDS. (a) Each bond issued pursuant to this
Resolution shall be designated: "GEORGETOWN TRANSPORTATION ENHANCEMENT
CORPORATION SENIOR LIEN SALES TAX REVENUE REFUNDING BOND, SERIES
2015." Initially there shall be issued, sold, and delivered hereunder fully registered Bonds,
without interest coupons, which may be in the form of Current Interest Bonds or Premium
Compound Interest Bonds, numbered consecutively from R-1 upward, in the case of Current
Interest Bonds, and from PC-1 upward, in the case of Premium Compound Interest Bonds
(except the Initial Bond delivered to the Attorney General of the State of Texas which shall be
numbered T-1 and TPC-1 respectively) payable to the respective initial Registered Owners
thereof, or to the registered assignee or assignees of said Bonds or any portion or portions
thereof, in Authorized Denominations, maturing not later than August 15, 2027, serially or
otherwise on the dates, in the years and in the principal amounts, respectively, and dated, as all
set forth in the Pricing Certificate to be executed and delivered by the Pricing Officer pursuant to
subsection (b) of this section. The Pricing Certificate is hereby incorporated in and made a part
of this Resolution. The Bonds shall be designated by the year in which they are awarded as set
forth in the Pricing Certificate. The authority for the Pricing Officer to execute and deliver the
Pricing Certificate for the Bonds shall expire at 5:00 p.m. C.D.T. on November 12, 2015. Bonds
priced on or before November 12, 2015 may be delivered to the initial purchaser after such date.
(b) As authorized by the Act and the Nonprofit Corporation Act, Business
Organizations Code, Chapter 22, as amended, the Pricing Officer is hereby authorized to act on
behalf of the Issuer in selling and delivering the Bonds and determining which of the Refunded
Obligations shall be refunded and constitute Refunded Obligations under this Resolution and
carrying out the other procedures specified in this Resolution, including determining the date of
the Bonds, any additional or different designation or title by which the Bonds shall be known, the
price at which the Bonds will be sold, the years in which the Bonds will mature, the principal
amount to mature in each of such years, the aggregate principal amount of Current Interest
Bonds and Premium Compound Interest Bonds, the rate or rates of interest to be borne by each
such maturity, the interest payment periods, the dates, price, and terms upon and at which the
Bonds shall be subject to redemption prior to maturity at the option of the Issuer, as well as any
mandatory sinking fund redemption provisions, and all other matters relating to the issuance,
sale, and delivery of the Bonds and the refunding of the Refunded Obligations, all of which shall
be specified in the Pricing Certificate; provided that (i) the price to be paid for the Bonds shall
not be less than 90% of the aggregate original principal amount thereof plus accrued interest
thereon from its date to its delivery, (ii) none of the Bonds shall bear interest at a rate, or yield in
the case of Premium Compound Interest Bonds, greater than the maximum authorized by law,
and (iii) the refunding must produce a net present value debt service savings of at least 3.00% of
the principal amount of the Refunded Obligations, net of any Issuer contribution. In establishing
the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not to
Page 54 of 115
GTEC\SrLienRevRefg\2015: BondRes 3
exceed the amount authorized in Section 3, which shall be sufficient to provide for the purposes
for which the Bonds are authorized and to pay the costs of issuing the Bonds.
To achieve advantageous borrowing costs for the Issuer, the Bonds shall be sold on a
negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing
Certificate. In determining whether to sell the Bonds by negotiated, placement or competitive
sale, the Pricing Officer shall take into account any material disclosure issues which might exist
at the time, the market conditions expected at the time of the sale and any other matters which, in
the judgment of the Pricing Officer, might affect the net borrowing costs on the Bonds.
If the Pricing Officer determines that the Bonds should be sold at a competitive sale, the
Pricing Officer shall cause to be prepared a notice of sale and official statement in such manner
as the Pricing Officer deems appropriate, to make the notice of sale and official statement
available to those institutions and firms wishing to submit a bid for the Bonds, to receive such
bids, and to award the sale of the Bonds to the bidder submitting the best bid in accordance with
the provisions of the notice of sale.
If the Pricing Officer determines that the Bonds should be sold by a negotiated sale or
placement, the Pricing Officer shall designate the placement purchaser or the senior managing
underwriter for the Bonds and such additional investment banking firms as the Pricing Officer
deems appropriate to assure that the Bonds are sold on the most advantageous terms to the
Issuer. The Pricing Officer, acting for and on behalf of the Issuer, is authorized to enter into and
carry out a purchase agreement or other agreement for the Bonds to be sold by negotiated sale or
placement, with the underwriters or placement purchasers at such price, with and subject to such
terms as determined by the Pricing Officer pursuant to this Section 2(b) above.
The Board determines that the delegation of the authority to the Pricing Officer to
approve the final terms and conditions of the Bonds as set forth in this Resolution is, and the
decisions made by the Pricing Officer pursuant to such delegated authority and incorporated in
the Pricing Certificate will be, in the best interests and shall have the same force and effect as if
such determination were made by the Board and the Pricing Officer is hereby authorized to make
and include in a Pricing Certificate an appropriate finding to that effect.
(c) The Current Interest Bonds shall bear interest calculated on the basis of a 360-day
year composed of twelve 30-day months from the dates specified in the FORM OF BONDS set
forth in this Resolution to their respective dates of maturity or redemption at the rates per annum
set forth in the Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest from the Issuance Date,
calculated on the basis of a 360-day year composed of twelve 30-day months (subject to
rounding to the Compounded Amounts thereof), compounded on the Compounding Dates as set
forth in the Pricing Certificate, and payable, together with the principal amount thereof, in the
manner provided in the Form of Bonds at the rates set forth in the Pricing Certificate. Attached
to the Pricing Certificate, if Premium Compound Interest Bonds are to be issued, shall be the
Accretion Table. The Accreted Value with respect to any date other than a Compounding Date
is the amount set forth on the Accretion Table with respect to the last preceding Compounding
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Date, plus the portion of the difference between such amount and the amount set forth on the
Accretion Table with respect to the next succeeding Compounding Date that the number of days
(based on 30-day months) from such last preceding Compounding Date to the date for which
such determination is being calculated bears to the total number of days (based on 30-day
months) from such last preceding Compounding Date to the next succeeding Compounding
Date.
(d) Right of Redemption. The Issuer reserves the right, at its option, to redeem the
Bonds as set forth in the FORM OF BOND and the Pricing Certificate. The Issuer, at least thirty
(30) days before the date of any optional redemption, shall notify the Paying Agent/Registrar of
such redemption date and of the amount and maturity of the Bonds to be redeemed.
(e) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give
notice of any redemption of the Bonds by sending notice by first class United States mail,
postage prepaid, not less than twenty (20) days before the date fixed for redemption, to the
Bondholder at the address shown in the Register. The notice shall state among other things, the
redemption date, the redemption price, the place at which the Bonds are to be surrendered for
payment, and that the Bonds so called for redemption shall cease to bear interest after the
redemption date. Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Bondholder receives such notice. With respect to any
optional redemption of the Bonds, unless certain prerequisites to such redemption required by or
this Resolution have been met and moneys sufficient to pay the principal of and premium, if any,
and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar
prior to the giving of such notice of redemption, such notice shall state that said redemption may,
at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt
of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption,
or upon any prerequisite set forth in such notice of redemption. If a conditional notice of
redemption is given and such prerequisites to the redemption and sufficient moneys are not
received, such notice shall be of no force and effect, the Issuer shall not redeem such Bonds and
the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption
was given, to the effect that the Bonds have not been redeemed.
(f) Effect of Redemption. Notice of redemption having been given as provided in this
Section, the Bonds called for redemption shall become due and payable on the date fixed for
redemption and, unless the Issuer defaults in the payment of the principal thereof or accrued
interest thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bond is presented and surrendered for payment on such date. If
the Bonds thereof called for redemption are not so paid upon presentation and surrender thereof
for redemption, such Bonds thereof shall continue to bear interest at the rate stated on the Bond
until paid or until due provision is made for the payment of same.
(g) Conditional Notice of Redemption. With respect to any optional redemption of
the Bonds, unless certain prerequisites to such redemption required by this Resolution have been
met and moneys sufficient to pay the principal of the premium, if any, and interest on the Bonds
to be redeemed shall have been received by the Paying Agent prior to the giving of such notice
of redemption, such notice shall sate that said redemption may, at the option of the Issuer, be
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conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set
forth in such notice of redemption. If a conditional notice of redemption is given and such
prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no
force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall
give notice, in the manner in which the notice of redemption was given, to the effect that the
Bonds have not been redeemed.
Section 3. CHARACTERISTICS OF THE BONDS. (a) The Issuer shall keep or
cause to be kept at the designated office for payment of the Paying Agent/Registrar the
Registration Books, and the Issuer hereby appoints the Paying Agent/Registrar as its registrar
and transfer agent to keep such books or records and make such registrations of transfers and
exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges
as herein provided.
The Paying Agent/Registrar shall obtain and record in the Registration Books the address
of the Registered Owner of each Bond to which payments with respect to the Bonds shall be
mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. To the extent possible and
under reasonable circumstances, all transfers of Bonds shall be made within three business days
after request and presentation thereof. The Issuer shall have the right to inspect the Registration
Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity. The Paying Agent/Registrar's standard
or customary fees and charges for making such registration, transfer, exchange and delivery of a
substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in Exhibit
"B" of this Resolution. Registration of assignments, transfers and exchanges of Bonds shall be
made in the manner provided and with the effect stated in the FORM OF BOND set forth in
Exhibit "B" of this Resolution. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
Except as provided in (e) below, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying
Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or
Outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all paid Bonds and Bonds surrendered for transfer and exchange. No additional orders, or
resolutions need be passed or adopted by the Board of Directors of the Issuer or any other body
or person so as to accomplish the foregoing transfer and exchange of any Bond or portion
thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of
the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1201, Texas
Government Code, and particularly Subchapter D and Section 1201.067 thereof, the duty of
transfer and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar,
and, upon the execution of said Certificate, the transferred and exchanged Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds which
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initially were issued and delivered pursuant to this Resolution, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
(b) The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying
agent for paying the principal of and interest on the Bonds, all as provided in this Resolution.
The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the
Paying Agent/Registrar with respect to the Bonds.
(c) The Bonds (i) shall be issued in fully registered form, without interest coupons, with
the principal of and interest on such Bonds to be payable only to the Registered Owners thereof,
(ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to the
Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii)
may be transferred and assigned, (iv) may be exchanged for other Bonds, (v) shall have the
characteristics, (vi) shall be signed, executed and authenticated, (vii) the principal of and interest
on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar
and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as
provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND
set forth in Exhibit "B" of this Resolution. The Initial Bond is not required to be, and shall not
be, authenticated by the Paying Agent/ Registrar, but on each substitute Bond issued in exchange
for any Bond or Bonds issued under this Resolution the Paying Agent/Registrar shall execute the
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth
in the FORM OF BOND.
(d) The Issuer covenants with the Registered Owners of the Bonds that at all times while
the Bonds are Outstanding the Issuer will provide a competent and legally qualified bank, trust
company, financial institution, or other entity to act as and perform the services of Paying
Agent/Registrar for the Bonds under this Resolution, and that the Paying Agent/Registrar will be
one entity. The Issuer reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon written notice to the Paying Agent/Registrar in accordance with the Paying
Agent/Registrar Agreement, to be effective at such time which will not disrupt or delay payment
on the next principal or interest payment date after such notice. In the event that the entity at any
time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint
a competent and legally qualified bank, trust company, financial institution, or other agency to
act as Paying Agent/Registrar under this Resolution. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereof), along with all other pertinent books and records relating
to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon
any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof
to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United
States mail, first-class postage prepaid, which notice also shall give the address of the new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Resolution, and a
certified copy of this Resolution shall be delivered to each Paying Agent/Registrar.
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(e) Except as provided below, no Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Resolution unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided in this Resolution, duly
authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the
same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying
Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar
described above, the Initial Bond delivered on the closing date shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided in this Resolution,
manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly
authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved
by the Attorney General of the State of Texas and that it is a valid and binding obligation of the
Issuer, and has been registered by the Comptroller.
(f) The Bonds issued in exchange for the Initial Bond shall be initially issued in the form
of a single fully registered Bond for each of the maturities thereof. Upon initial issuance, the
ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of DTC,
and except as provided in subsection (j) hereof, all of the outstanding Bonds shall be registered
in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant to hold securities to facilitate the clearance and settlement of securities transaction
among DTC Participants or to any person on behalf of whom such a DTC Participant holds an
interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the
Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a
registered owner of the Bonds, as shown on the Registration Books, of any notice with respect to
the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a
registered owner of Bonds, as shown in the Registration Books of any amount with respect to
principal of or interest on the Bonds. Notwithstanding any other provision of this Resolution to
the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the
person in whose name each Bond is registered in the Registration Books as the absolute owner of
such Bond for the purpose of payment of principal and interest with respect to such Bond, for the
purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever.
The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon
the order of the Registered Owners, as shown in the Registration Books as provided in this
Resolution, or their respective attorneys duly authorized in writing, and all such payments shall
be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to
payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No
person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond
certificate evidencing the obligation of the Issuer to make payments of principal and interest
pursuant to this Resolution. Upon delivery by DTC to the Paying Agent/Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
and subject to the provisions in this Resolution with respect to interest checks being mailed to the
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Registered Owner at the close of business on the Record Date, the words “Cede & Co.” in this
Resolution shall refer to such new nominee of DTC.
(g) In the event that the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the representation letter of the Issuer to DTC or that it is
in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated
Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names registered owners transferring or exchanging Bonds
shall designate, in accordance with the provisions of this Resolution.
(h) Notwithstanding any other provision of this Resolution to the contrary, so long as any
Bond is registered in the name of Cede & Co., as nominee for DTC, all payments with respect to
principal of and interest on such Bond and all notices with respect to such Bond shall be made
and given, respectively, in the manner provided in the representation letter of the Issuer to DTC.
(i) The officers of the Issuer are herein authorized for and on behalf of the Issuer and as
officers of the Issuer to enter into one or more Blanket Issuer Letter of Representations with
DTC establishing the book-entry only system with respect to the Bonds.
(j) The Bonds herein authorized shall initially be issued as a fully registered bond, being
one bond (hereinafter called the "Initial Bond"). The Initial Bond shall be registered in the name
of the Purchaser as set forth in Section 25 hereof. The Initial Bond shall be submitted to the
Office of the Attorney General of the State of Texas for approval and registration by the Office
of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchaser.
Immediately after the delivery of the Initial Bond on the closing date, the Registrar shall cancel
the Initial Bond and exchange therefor Bonds in the form of a separate single fully-registered
Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of
DTC and, except as provided in Section 4(g) all of the outstanding Bonds shall be registered in
the name of Cede & Co., as nominee of DTC.
Section 4. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached only to the Initial Bond, shall be, respectively, substantially as set forth in Exhibit "B"
attached hereto.
Section 5. PLEDGE. (a) The Bonds and any interest payable thereon and any
Additional Parity Obligations which may be issued in accordance herewith and any interest
payable thereon, are and shall be secured by and payable from a first lien on and pledge of the
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Pledged Revenues, which lien on and pledge is prior in right and claim to the lien and pledge on
the Pledged Revenues securing the payment of the outstanding Junior Lien Obligations and any
Subordinate Lien Obligations hereafter issued; and the Pledged Revenues are pledged to the
establishment and maintenance of the Debt Service Fund and the Reserve Fund as hereinafter
provided. The Bonds are and will be secured by and payable only from the Pledged Revenues
and amounts on deposit in the Debt Service Fund and the Reserve Fund, and not from amounts
on deposit in any other Funds or accounts of the Issuer, and are not secured by or payable from a
mortgage or deed of trust on any real, personal or mixed properties.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge
of Pledged Revenues granted by the Issuer under this Resolution, and such pledge is therefore
valid, effective and perfected. If Texas law is amended at any time while the Bonds are
outstanding and unpaid such that the pledge of Pledged Revenues granted by the Issuer under
this Resolution is to be subject to the filing requirements of Chapter 9, Business & Commerce
Code, then in order to preserve to the Registered Owners of the Bonds the perfection of the
security interest in said pledge, the Issuer agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter
9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge
to occur.
Section 6. SPECIAL FUND. (a) The below listed currently existing special Funds are
hereby confirmed and shall be maintained on the books of the Issuer, so long as any of the Bonds
are outstanding and unpaid:
(i) Georgetown Transportation Enhancement Corporation Revenue Fund,
hereinafter called the "Revenue Fund."
(ii) Georgetown Transportation Enhancement Corporation Debt Service Fund,
hereinafter called the "Debt Service Fund."
(iii) Georgetown Transportation Enhancement Corporation Operating Fund,
hereinafter called the "Operating Fund."
(b) The following special Fund is hereby created and shall be established and maintained
on the books of the Issuer pursuant to Section 11 hereof, so long as any of the Bonds are
outstanding and unpaid: Georgetown Transportation Enhancement Corporation Senior Lien
Sales Tax Revenue Bonds Reserve Fund, hereinafter called the "Reserve Fund."
(c) Though all of such funds may be subaccounts of the City's Funds held by the
Depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a
commingling of the monies in such Funds or of such Funds and the Issuer shall keep full and
complete records indicating the monies and investments credited to each of such Funds.
Section 7. REVENUE FUND. All Pledged Revenues shall be credited to the Revenue
Fund immediately upon receipt as provided in the Transfer Agreement.
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Section 8. FLOW OF FUNDS. All Pledged Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required for the following uses
and in the order of priority shown:
FIRST: To the payment of the amounts required to be deposited in the Debt Service
Fund for the payment of debt service on the Parity Obligations as the same becomes due
and payable;
SECOND: On a pro rata basis, to (i) each debt service reserve fund for Parity
Obligations, which contains less than the amount to be accumulated and/or maintained
therein, as provided in the applicable resolution establishing such fund, and (ii) make any
Reserve Fund Obligation Payment;
THIRD: To the payment of the amounts required to be deposited in the debt service
fund for the payment of debt service on the Junior Lien Obligations as the same becomes
due and payable;
FOURTH: On a pro rata basis, to each debt service reserve fund created by a resolution
authorizing the issuance of Junior Lien Obligations which contains less than the amount
to be accumulated and/or maintained therein as provided in the resolution authorizing the
issuance of such Junior Lien Obligations;
FIFTH: To the payment of amounts required to be deposited in any other fund or
account required by any Additional Parity Obligations Resolution;
SIXTH: To any fund or account held at any place or places, or to any payee, required by
any other resolution of the Board which authorizes the issuance of Subordinate Lien
Obligations; and
SEVENTH: To the payment of the amounts required for any lawful purpose.
Any Pledged Revenues remaining in the Revenue Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment thereof, shall be
transferred to the Operating Fund and may be appropriated and used for any other lawful purpose
now or hereafter permitted by law.
Section 9. DEBT SERVICE FUND. The Debt Service Fund is for the sole purpose of
paying the principal of and interest on the Parity Obligations Outstanding at any time, as the
same come due (including principal coming due as a result of any mandatory redemption of the
Parity Obligations). The Issuer covenants that there shall be deposited into the Debt Service
Fund prior to each principal and interest payment date from the Pledged Revenues an amount
equal to one hundred per cent (100%) of the interest on and the principal of the Parity
Obligations then falling due and payable.
The required deposits to the Debt Service Fund for the payment of principal of and
interest on the Parity Obligations shall continue to be made as hereinabove provided until (i) the
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total amount on deposit in the Debt Service Fund and in each debt service reserve fund
(excluding any Reserve Fund Obligations) for Parity Obligations is equal to the amount required
to fully pay and discharge all Parity Obligations (principal and interest) then Outstanding or (ii)
the Parity Obligations are no longer Outstanding.
Section 10. RESERVE FUND. (a) For purposes of (i) paying the principal of,
premium, if any, and interest on the Bonds and any Additional Parity Obligations, when and if
amounts on deposit in the Debt Service Fund and available to pay such amounts as the same
shall become due are insufficient and (ii) paying, or providing for the payment of, the final
principal amount of the Bonds and any Additional Parity Obligations, as applicable so that they
are no longer deemed to be "Outstanding" as such term is defined herein, the Issuer hereby
creates and establishes a special account known as the "Georgetown Transportation
Enhancement Corporation Senior Lien Sales Tax Revenue Bonds Reserve Fund" (hereinafter
referred to as the "Reserve Fund"), which account shall continue to be kept separate and apart
from all other funds or accounts of the Issuer. The Issuer shall maintain an amount equal to the
Required Reserve at all times in or held for the benefit of the Reserve Fund.
During such time as the Reserve Fund contains the total Required Reserve, the Issuer
may, at its option, withdraw any amount in the Reserve Fund in excess of the Required Reserve
and deposit such surplus in the Revenue Fund. Any cash or investments purchased with such
cash in the Reserve Fund shall be drawn upon by the Paying Agent/Registrar prior to any
drawing upon any Reserve Fund Obligation on deposit in, or held for the benefit of, the Reserve
Fund. Any Reserve Fund Obligations on deposit in, or held for the benefit of, the Reserve Fund
shall be drawn upon by the Paying Agent/Registrar on a pro rata basis and exhausted prior to
making demand for payment under the Bond Insurance Policy provided for the Bonds under
Section 30 hereof.
When and so long as the cash and investments in the Reserve Fund and/or coverage
afforded by the Reserve Fund Obligation held for the account of the Reserve Fund total not less
than the Required Reserve, no deposits need be made to the credit of the Reserve Fund; but, if
and when the Reserve Fund at any time contains less than the Required Reserve, the Issuer
covenants and agrees to cause monthly deposits to be made to the Reserve Fund on or before the
10th day of each month (beginning the month next following the month the deficiency in the
Required Reserve occurred by reason of a draw on the Reserve Fund or as a result of a reduction
in the market value of investments held for the account of the Reserve Fund) from Pledged
Revenues of the System in an amount equal to either (i) 1/60th of the Required Reserve until the
total Required Reserve then required to be maintained in the Reserve Fund has been fully
restored or (ii) 1/60th of the amounts to pay the Reserve Fund Obligation Payments, as a result of
payments or draws made on the Reserve Fund Obligations held for the account of the Reserve
Fund. The Reserve Fund Obligation Payments shall be made prior to replenishment of any cash
amounts in the Reserve Fund.
The Issuer further covenants and agrees that, subject only to the payment of the Bonds
and payments to be made to the Debt Service Fund for the benefit of Parity Obligations and to
the payments to be made on a pro rata basis to all debt service reserve funds (including the
Reserve Fund) and any Reserve Fund Obligation Payments as provided by Section 9 hereof, the
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Pledged Revenues shall be applied and appropriated and used to establish and maintain the
Required Reserve and to cure any deficiency in such amounts as required by the terms of this
Resolution.
(b) When the Reserve Fund is funded with cash or securities, in whole or in part
(excluding any Reserve Fund Obligation), the value of the Required Reserve shall be determined
on the basis of cash on deposit therein, the book value of securities in which money in the
Reserve Fund are invested or the face value of any Reserve Fund Obligation held for the benefit
of the already fixed Reserve Fund, as the case may be.
(c) Notwithstanding anything to the contrary contained herein, the requirement set forth
in subsection (a) above to maintain the Required Reserve Amount in the Reserve Fund shall be
suspended for such time as the Pledged Revenues for each Fiscal Year are equal to at least 1.40
times the Average Annual Debt Service Requirements. In the event that the Pledged Revenues
for any Fiscal Year are less than 1.40 times the Average Annual Debt Service Requirements, the
Issuer will be required to commence making Required Reserve Fund deposits, as provided in
subsection (b) above, and to continue such Required Reserve Fund deposits until the earlier of (i)
such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Pledged
Revenues in each of two consecutive years have been equal to not less than 1.40 times the
Average Annual Debt Service Requirements.
(d) A Reserve Fund Obligation permitted under (a) above, must be in the form of a
surety bond, insurance policy or similar instrument meeting the requirements described below.
(1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as
agent of the Holders, by a company licensed to issue an insurance policy guaranteeing the
timely payment of debt service on the Parity Obligations (a "municipal bond insurer") if
the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa",
respectively, by S&P or Moody's, or (ii) a surety bond or insurance policy issued to the
Paying Agent/Registrar, as agent of the Holders, by an entity other than a municipal bond
insurer, if the form and substance of such instrument and the issuer thereof shall be
approved in writing by each Bond Insurer of record.
(2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any
claims or draws upon such Reserve Fund Obligation in accordance with its terms,
including expenses incurred in connection with such claims or draws, to the extent
permitted by law, (a Reserve Fund Obligation Payment) shall be made from the deposits
made to the Reserve Fund as provided in this Section and in Section 9. The Reserve Fund
Obligation shall provide for a revolving feature under which the amount available
thereunder will be reinstated to the extent of any reimbursement of draws or claims paid.
If the revolving feature is suspended or terminated for any reason, the right of the issuer
of the Reserve Fund Obligation to reimbursement will be subordinated to the cash
replenishment of the Reserve Fund to an amount equal to the difference between the full
original amount available under the Reserve Fund Obligation and the amount then
available for further draws or claims. In the event (a) the issuer of a Reserve Fund
Obligation becomes insolvent, or (b) the issuer of a Reserve Fund Obligation defaults in
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its payment obligations thereunder, or (c) the claims paying ability of the issuer of the
insurance policy or surety bond falls below "AAA" or "Aaa", by S&P and Moody's,
respectively, the obligation to reimburse the issuer of the Reserve Fund Obligation shall
be subordinated to the cash replenishment of the Reserve Fund.
(3) In the event (a) the revolving reinstatement feature described in the preceding
paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the
issuer of the surety bond or insurance policy falls below "AAA" or "Aaa", by S&P and
Moody's, respectively, the Issuer shall either (i) deposit into the Reserve Fund, in
accordance with this Section and Section 9, an amount sufficient to cause the cash or
investments credited to the Reserve Fund to accumulate to the Required Reserve
Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting
the requirements of 1 and 2 above, within six months of such occurrence. In the event (a)
the rating of the claims-paying ability of the issuer of the surety bond or insurance policy
falls below "A" by S&P and Moody's, or (b) the issuer of the Reserve Fund Obligation
defaults in its payment obligations hereunder, or (c) the issuer of the Reserve Fund
Obligation becomes insolvent, the Issuer shall either (i) deposit into the Reserve Fund, in
accordance with this Section, amounts sufficient to cause the cash or investments on
deposit in the Reserve Fund to accumulate to the Required Reserve Amount, or (ii)
replace such instrument with a surety bond or insurance policy meeting the requirements
of 1 and 2 above within six months of such occurrence.
(4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon
any Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund
Obligation in accordance with its terms not later than three days (or such appropriate time
period as will, when combined with the timing of required payment under the Reserve
Fund Obligation, ensure payment under the Reserve Fund Obligation on or before the
interest payment date) prior to each date upon which the principal of or interest on the
Parity Obligations will be due.
It is recognized that a Reserve Fund Obligation may be issued which is payable only with
respect to a part of the Bonds and the Outstanding Parity Obligations with the remainder of the
Required Reserve Amount being satisfied by monies and investments and in that case any draws
upon the Reserve Fund will have to be made on a pro-rata basis to ensure that every Parity
Obligation enjoys an equal amount of security. Therefore, (i) draws upon one or more such
Reserve Fund Obligations shall be made on a pro-rata basis with cash and investments available
in the Reserve Fund and (ii) deposits and credits to the Reserve Fund to restore it to the Required
Reserve Amount shall be utilized on a pro-rata basis to pay Reserve Fund Obligation Payments
to reimburse the issuers of the Reserve Fund Obligations, thus restoring that part of the Required
Reserve Amount, and to restore with cash and investments the balance of the Required Reserve
Amount.
Section 11. OPERATING FUND. Amounts on deposit in the Operating Fund may be
(i) applied to pay or redeem any Parity Obligations at the option of the Issuer, or (ii) applied for
any other lawful purpose of the Issuer.
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Section 12. TRANSFER. (a) Pursuant to the provisions of the Transfer Agreement,
which is hereby reconfirmed and approved, the City has agreed to do any and all things
necessary to accomplish the transfer of the Sales Tax collected for the benefit of the Issuer to the
Revenue Fund on a monthly basis. The Transfer Agreement shall govern matters with respect to
the collection of the Sales Taxes from the Comptroller, credits and refunds due and owing to the
Comptroller, and other matters with respect to the collection and transfer of the Sales Tax.
(b) The President and the Secretary of the Board are hereby ordered to do any and all
things necessary to accomplish the transfer of money to the Funds established hereby in ample
time to pay the principal of and interest on the Bonds.
Section 13. INVESTMENTS. Money in any Fund established by this Resolution may,
at the option of the Board, be invested in Permitted Investments; provided that all such
investments shall be made in such manner that the money required to be expended from any
Fund will be available at the proper time or times. Investment earnings realized on investments
attributable to the Debt Service Fund shall be retained therein and shall constitute a credit against
the amount of money that is required to be on deposit therein for each payment of principal or
interest. Investment earnings realized on investments attributable to the Reserve Fund shall be
retained therein at all times when there is less than the Required Reserve on deposit therein; at all
other times such earnings shall be deposited to the Debt Service Fund. Investment earnings
realized on investments attributable to the Operating Fund shall be retained therein. Money in
the Reserve Fund shall not be invested in securities maturing later than 18 months from the date
of acquisition of such securities by the Issuer. Such investments shall be valued in terms of
current market value as of the last day of each Fiscal Year. Such investments shall be sold
promptly when necessary to prevent any default in connection with the Parity Obligations.
Section 14. FUNDS SECURED. Money in all Funds created by this Resolution, to the
extent not invested, shall be secured in the manner prescribed by law for securing funds of the
Issuer.
Section 15. PAYMENT. While any of the Parity Obligations are outstanding, the Issuer
shall transfer to the respective paying agent/registrar therefor, from funds on deposit in and
credited to the Debt Service Fund, and, if necessary, in any applicable reserve funds for Parity
Obligations, amounts sufficient to fully pay and discharge promptly the interest on and principal
of the Parity Obligations as shall become due on each interest or principal payment date, or date
of redemption of the Parity Obligations; such transfer of funds must be made in such manner as
will cause immediately available funds to be deposited with each respective paying
agent/registrar for the Parity Obligations not later than the business day next preceding the date
such payment is due on the Parity Obligations. The Paying Agent/Registrar shall destroy all paid
Parity Obligations and furnish the Issuer with an appropriate certificate of cancellation or
destruction.
Section 16. DEFICIENCIES - EXCESS PLEDGED REVENUES. (a) If on any
occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining to
all Parity Obligations) to make the required deposits and credits to the Debt Service Fund and the
Reserve Fund, then such deficiency shall be cured as soon as possible from the next available
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unallocated Pledged Revenues, or from any other sources available for such purpose, and such
deposits and credits shall be in addition to the amounts otherwise required to be deposited and
credited to these Funds.
(b) Subject to making the deposits and credits required by this Resolution and any
Additional Parity Obligations Resolution, and the payments and credits required by the
provisions of the resolutions authorizing the issuance of Junior Lien Obligations or Subordinate
Lien Obligations hereafter issued by the Issuer, the excess Pledged Revenues may be used for
any lawful purpose.
Section 17. ADDITIONAL PARITY OBLIGATIONS. The Issuer shall have the right
and power at any time and from time to time and in one or more series or issues, to authorize,
issue and deliver Additional Parity Obligations, in accordance with law, in any amounts, for any
lawful purpose including the refunding of any Parity Obligations, Junior Lien Obligations,
Subordinate Lien Obligations or other obligations of the Issuer. Such Additional Parity
Obligations, if and when authorized, issued and delivered in accordance with this Resolution,
shall be secured by and made payable equally and ratably on a parity with all other Outstanding
Parity Obligations, from the lien on and pledge of the Pledged Revenues herein granted. No
installment, series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The President of the Issuer (or other officer of the Issuer then having the primary
responsibility for the financial affairs of the Issuer) shall have executed a certificate stating that,
to the best of his or her knowledge and belief, the Issuer is not then in default as to any covenant,
obligation or agreement contained in this Resolution or any Additional Parity Obligations
Resolution.
(b) The Issuer has secured from a certified public accountant a certificate or opinion
to the effect that, according to the books and records of the Issuer, the Pledged Revenues
received by the Issuer for either (i) the last completed Fiscal Year next preceding the adoption of
the Additional Parity Obligations Resolution or (ii) any twelve (12) consecutive months out of
the previous eighteen (18) months next preceding the adoption of the Additional Parity
Obligations Resolution equal to not less than 1.40 times the Maximum Annual Debt Service
Requirements for all Parity Obligations then Outstanding after giving effect to the issuance of the
Additional Parity Obligations then being issued and 1.00 times the Average Annual Debt Service
Requirements of Parity Obligations to be outstanding after the issuance of the then proposed
Additional Parity Obligations, Reserve Fund Obligation Payments, the outstanding Junior Lien
Obligations and Subordinate Lien Obligations. In the event of an increase in the rate of a sales
tax that becomes effective prior to the date of the resolution authorizing the issuance of the
Additional Parity Obligations such calculation shall be made as if such increase were in effect
during such period.
(c) The Issuer may create and establish a debt service reserve fund pursuant to the
provisions of any Additional Parity Obligations Resolution for the purpose of securing that
particular issue or series of Parity Obligations or any specific group of issues or series of Parity
Obligations, including combining such fund with the Reserve Fund for the Bonds, and the
amounts once deposited or credited to said debt service reserve funds shall no longer constitute
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Pledged Revenues and shall be held solely for the benefit of the owners of the particular Parity
Obligations for which such debt service reserve fund was established. Each such debt service
reserve fund shall be designated in such manner as is necessary to identify the Parity Obligations
it secures and to distinguish such debt service reserve fund from the debt service reserve funds
created for the benefit of other Parity Obligations.
(d) No Additional Parity Obligations may be issued without the Bond Insurer's prior
written consent if any Reserve Fund Obligation Payments are past due and owing to the Bond
Insurer and the Bond Insurer is not in default under the payment provisions of the Reserve Fund
Obligation.
Section 18. JUNIOR LIEN AND SUBORDINATE DEBT. Except as may be limited
by resolution, the Issuer shall have the right to issue or create Junior Lien Obligations or
Subordinate Lien Obligations payable from or secured by a lien on all or any part of the Pledged
Revenues for any lawful purpose without complying with the provisions of Section 18 hereof,
provided the pledge and the lien securing such debt is subordinate to the pledge and lien
established, made and created in Section 6 of this Resolution with respect to the Pledged
Revenues to the payment and security of the Parity Obligations.
Section 19. GENERAL COVENANTS. The Issuer further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) It will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Resolution and in every Bond; it will promptly pay
or cause to be paid the principal of and interest on every Bond on the dates and in the places and
manner prescribed in this Resolution and the Bonds; and it will, at the times and in the manner
prescribed, deposit or cause to be deposited the amounts required to be deposited into the Funds
created hereby; and any registered owner of the Bonds may require the Issuer, its officials and
employees to carry out, respect or enforce the covenants and obligations of this Resolution, by
all legal and equitable means, including specifically, but without limitation, the use and filing of
mandamus proceedings, in any court of competent jurisdiction, against the Issuer, its officials
and employees, or by the appointment of a receiver in equity.
(b) It is a duly created and existing industrial development corporation, and is duly
authorized under the laws of the State of Texas, including the Act, to create and issue the Bonds;
that all action on its part for the creation and issuance of the Bonds has been duly and effectively
taken, and that the Bonds in the hands of the registered owners thereof are and will be valid and
legally binding special obligations of the Issuer in accordance with their terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws now or hereafter enacted relating to creditors' rights generally
or by general principles of equity which permit the exercise of judicial discretion.
(c) (i) The Issuer hereby confirms the earlier levy by the Issuer of the Sales Tax at the
rate voted at the Election, and the Issuer hereby warrants and represents that the Issuer has duly
and lawfully ordered the imposition and collection of the Sales Tax upon all sales, uses and
transactions as are permitted by and described in the Act throughout the boundaries of the Issuer
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as such boundaries existed on the date of said election and as they may be expanded from time to
time.
(ii) For so long as any Bonds are Outstanding, the Issuer covenants, agrees and warrants
to take and pursue all action permissible under applicable law to cause the Sales Tax, at said rate
or at a higher rate if permitted by applicable law, to be levied and collected continuously, in the
manner and to the maximum extent permitted by applicable law, and to cause no reduction,
abatement or exemption in the Sales Tax or rate of tax below the rate stated, confirmed and
ordered in subsection (i) of this Section to be ordered or permitted so long as any Bonds shall
remain Outstanding.
(iii) If the City shall be authorized hereafter by applicable law to apply, impose and levy
the Sales Tax on any taxable items or transactions that are not subject to the Sales Tax on the
date of the adoption hereof, the Issuer, to the extent it legally may do so, hereby covenants and
agrees to use its best efforts to cause the Issuer to take such action as may be required by
applicable law to subject such taxable items or transactions to the Sales Tax.
(iv) The Issuer agrees to take and pursue all action permissible under applicable law to
cause the Sales Tax to be collected and remitted and deposited as herein required and as required
by the Act, at the earliest and most frequent times permitted by applicable law.
(v) The Issuer agrees and covenants at all times to use its best efforts to cause the Issuer
to comply with the Transfer Agreement.
(d) It will keep proper books of record and account in which full, true and correct entries
will be made of all dealings, activities and transactions relating to the Pledged Revenues and the
Funds created pursuant to this Resolution, and all books, documents and vouchers relating
thereto shall at all reasonable times be made available for inspection upon request of any
bondholders.
(e) It will maintain its corporate existence during the time that any Bonds are
Outstanding hereunder.
Section 20. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Resolution, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether
such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms thereof (including the giving
of any required notice of redemption or the establishment of irrevocable provisions for the giving
of such notice) or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar or an eligible trust company
or commercial bank for such payment (1) lawful money of the United States of America
sufficient to make such payment, (2) Defeasance Securities, certified by an independent public
accounting firm of national reputation to mature as to principal and interest in such amounts and
at such times as will ensure the availability, without reinvestment, of sufficient money to provide
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for such payment and when proper arrangements have been made by the Issuer with the Paying
Agent/Registrar or an eligible trust company or commercial bank for the payment of its services
until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and
(2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid,
such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the
benefits of, the ad valorem taxes herein levied as provided in this Resolution, and such principal
and interest shall be payable solely from such money or Defeasance Securities and thereafter the
Issuer will have no further responsibility with respect to amounts available to such Paying
Agent/Registrar (or other financial institution permitted by applicable law) for the payment of
such Defeased Bond, including any insufficiency therein caused by the failure of the Paying
Agent/Registrar (or other financial institution permitted by law) to receive payment when due on
the Defeasance Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond
as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Resolution. Any money so deposited with the Paying Agent/Registrar or an eligible trust
company or commercial bank as provided in this Section may at the discretion of the Issuer also
be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore
set forth, and all income from all Defeasance Securities in possession of the Paying
Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which
is not required for the payment of such Bond and premium, if any, and interest thereon with
respect to which such money has been so deposited, shall be remitted to the Issuer.
(c) Notwithstanding any provision of any other Section of this Resolution which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held
in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the
Issuer shall make proper arrangements to provide and pay for such services as required by this
Resolution.
(d) Notwithstanding anything elsewhere in this Resolution, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent
that, upon the defeasance of any Defeased Bond to be paid at its maturity, the Issuer retains the
right under Texas law to later call that Defeased Bond for redemption in accordance with the
provisions of this Resolution, the Issuer may call such Defeased Bond for redemption upon
complying with the provisions of Texas law and upon the satisfaction of the provisions of
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subsection (a) immediately above with respect to such Defeased Bond as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of
the redemption is taken into account in determining the sufficiency of the provisions made for
the payment of the Defeased Bond.
As used herein, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable
obligations of an agency or instrumentality of the United States of America, including
obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that, on the date the Issuer adopts or approves proceedings authorizing the issuance of refunding
Bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds
are rated as to investment quality by a nationally recognized investment rating firm not less than
"AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the
date the Issuer adopts or approves proceedings authorizing the issuance of refunding Bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as
to investment quality by a nationally recognized investment rating firm no less than "AAA" or its
equivalent and (iv) any other then authorized securities or obligations under applicable Texas
law that may be used to defease obligations such as the Bonds.
Section 21. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) In the event any Outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new
bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds
shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of
loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall
furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be
required by them to save each of them harmless from any loss or damage with respect thereto.
Also, in every case of loss, theft, or destruction of a Bond, the registered owner shall furnish to
the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or
destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond,
the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so
damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Bond
shall have matured, and no default has occurred which is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated
Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as
above provided in this Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall
charge the registered owner of such Bond with all legal, printing, and other expenses in
connection therewith. Every replacement bond issued pursuant to the provisions of this Section
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by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual
obligation of the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of this Resolution
equally and proportionately with any and all other Bonds duly issued under this Resolution.
(e) In accordance with Chapter 1201, Texas Government Code and particularly
Subchapter D, this Section shall constitute authority for the issuance of any such replacement
bond without necessity of further action by the governing body of the Issuer or any other body or
person, and the duty of the replacement of such bonds is hereby authorized and imposed upon
the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such
Bonds in the form and manner and with the effect, as provided in Section 4(d) of this Resolution,
for Bonds issued in conversion and exchange for other Bonds.
Section 22. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND BOND INSURANCE, IF OBTAINED.
The President of the Board of the Issuer is hereby authorized to have control of each Bond issued
hereunder and all necessary records and proceedings pertaining to each Bond pending their
delivery and their investigation, examination, and approval by the Attorney General of the State
of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas.
Upon registration of each Bond said Comptroller of Public Accounts (or a deputy designated in
writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate
on each Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on
each Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP
numbers may, at the option of the Issuer, be printed on each Bond or on any Bonds issued and
delivered in conversion of and exchange or replacement of any Bond, but neither shall have any
legal effect, and shall be solely for the convenience and information of the registered owners of
the Bonds. In addition, the form of bond counsel's opinion relating thereto, and an appropriate
statement of insurance supplied by a municipal bond insurance company providing insurance, if
any, covering all or any part of the Bonds may be printed or attached to the Bonds.
Section 23. COVENANTS REGARDING TAX EXEMPTION. (a) Covenants. The
Issuer covenants to take any action necessary to assure, or refrain from any action which would
adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable
in the "gross income" of the holder for purposes of federal income taxation. In furtherance
thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed or refinanced therewith (less amounts deposited to a
reserve fund, if any) are used for any "private business use," as defined in section
141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the
projects financed or refinanced therewith are so used, such amounts, whether or not
received by the Issuer, with respect to such private business use, do not, under the terms
of this Resolution or any underlying arrangement, directly or indirectly, secure or provide
for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code;
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(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed or refinanced therewith (less amounts deposited into a reserve fund, if
any) then the amount in excess of 5 percent is used for a "private business use" which is
"related" and not "disproportionate," within the meaning of section 141(b)(3) of the
Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the
Code;
(5) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with --
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 30 days,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section l.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
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been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate
Fund" is hereby established by the Issuer for the sole benefit of the United States of America,
and such fund shall not be subject to the claim of any other person, including without limitation
the bondholders. The Rebate Fund is established for the additional purpose of compliance with
section 148 of the Code.
(c) Proceeds. The Issuer understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of
the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended
to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which
impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply
with the additional requirements to the extent necessary, in the opinion of nationally recognized
bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds
under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and
directs the President to execute any documents, certificates or reports required by the Code and
to make such elections, on behalf of the Issuer, which may be permitted by the Code as are
consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Project. The Issuer covenants that the property constituting the
projects financed or refinanced with the proceeds of the Bonds will not be sold or otherwise
disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation,
unless the Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other
disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the
foregoing, the portion of the property comprising personal property and disposed in the ordinary
course shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains
an opinion of a nationally recognized bond counsel to the effect that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
Section 24. APPROVAL OF OFFERING DOCUMENTS, PAYING
AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT. The Pricing
Officer is hereby authorized to approve the Preliminary Official Statement, the Official
Statement relating to the Bonds and any addenda, supplement or amendment thereto and to
deem such documents final in accordance with Rule 15c2-12. The Issuer further approves the
distribution of such Official Statement in the reoffering of the Bonds by the underwriters in
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final form, with such changes therein or additions thereto as the Pricing Officer executing the
same may deem advisable, such determination to be conclusively evidenced by his execution
thereof.
The Paying Agent/Registrar Agreement by and between the Issuer and the Paying
Agent/Registrar ("Paying Agent Agreement") in substantially the form and substance
previously approved by the City Council is hereby approved and the Pricing Officer is hereby
authorized and directed to complete, amend, modify and execute the Paying Agent Agreement
as necessary.
The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to
the terms and provisions of an Escrow Agreement, in the form and containing the terms and
provisions as shall be approved by a Pricing Officer, including any insertions, additions,
deletions, and modifications as may be necessary (a) to carry out the program designed for the
Issuer by the underwriters or purchaser, (b) to maximize the Issuer's present value savings
and/or to minimize the Issuer's costs of refunding, (c) to comply with all applicable laws and
regulations relating to the refunding of the Refunded Obligations and (d) to carry out the other
intents and purposes of this Resolution; and, the Pricing Officer is hereby authorized to
execute and deliver such Escrow Agreement, on behalf of the Issuer, in multiple counterparts.
To maximize the Issuer's present value savings and to minimize the Issuer's costs of
refunding, the Issuer hereby authorizes and directs that certain of the Refunded Obligations shall
be called for redemption prior to maturity inthe amounts, at the dates and at the redemption
prices set forth in the Pricing Certificate, and the Pricing Officer is hereby authorized and
directed to take all necessary and appropriate action to give or cause to be given a notice of
redemption to the holders or paying agent/registrars, as appropriate, of such Refunded
Obligations, in the manner required by the documents authorizing the issuance of such Refunded
Obligations.
The Pricing Officer and the Escrow Agent are each hereby authorized (a) to subscribe
for, agree to purchase, and purchase Defeasance Securities that are permitted investments for a
defeasance escrow established to defease Refunded Obligations, and to execute any and all
subscriptions, purchase agreements, commitments, letters of authorization and other documents
necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are
hereby ratified and approved, and (b) to authorize such contributions to the escrow fund as are
provided in the Escrow Agreement.
Section 25. EXECUTION OF DOCUMENTS. The President, Vice President and
Secretary of the Board of the Issuer are hereby authorized to execute, deliver and attest to all
documents and instruments necessary and appropriate in connection with the issuance, sale and
delivery of the Bonds, including, without limitation, the Paying Agent/Registrar Agreement, the
Amended and Restated Sales Tax Remittance Agreement, Debt Administration and Project
Contract, and the DTC Blanket Issuer Letter of Representations in substantially the forms
attached hereto and made a part hereof for all purposes.
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Section 26. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The Issuer shall provide annually to the MSRB, (1) within six months after the end of each fiscal
year of the Issuer ending in or after 2015, financial information and operating data with respect
to the Issuer of the general type included in the final Official Statement authorized by Section 25
of this Resolution, being information designated by the Pricing Officer in the Pricing Certificate,
including financial statements of the Issuer if audited financial statements of the Issuer are then
available, and (2) if not provided as part of such financial information and operating data,
audited financial statements of the Issuer, when and if available. Any financial statements to be
provided shall be (i) prepared in accordance with the accounting principles described in Exhibit
"B" hereto, or such other accounting principles as the Issuer may be required to employ from
time to time pursuant to state law or regulation, and in substantially the form included in the
official statement, and (ii) audited, if the Issuer commissions an audit of such financial
statements and the audit is completed within the period during which they must be provided. If
the audit of such financial statements is not complete within 12 months after any such fiscal year
end, then the Issuer shall file unaudited financial statements within such 12-month period and
audited financial statements for the applicable fiscal year, when and if the audit report on such
statements becomes available.
If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document that is available to the public on the MSRB's internet web site or filed with the SEC.
All documents provided to the MSRB pursuant to this Section shall be accompanied by
identifying information as prescribed by the MSRB.
(b) Event Notices. The Issuer shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of ten business days after the
occurrence of the event, of any of the following events with respect to the Bonds:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults, if material within the meaning of the
federal securities laws;
C. Unscheduled draws on debt service reserves reflecting financial
difficulties;
D. Unscheduled draws on credit enhancements reflecting financial
difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
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F. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other events affecting the tax
status of the Bonds;
G. Modifications to rights of holders of the Bonds, if material within the
meaning of the federal securities laws;
H. Bond calls, if material within the meaning of the federal securities laws
and tender offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds,
if material within the meaning of the federal securities laws;
K. Rating changes;
L. Bankruptcy, insolvency, receivership or similar event of the Issuer;
M. The consummation of a merger, consolidation, or acquisition involving the
Issuer or the sale of all or substantially all of the assets of the Issuer, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material within the meaning of the federal securities laws; and
N. Appointment of a successor or additional trustee or the change of name of
a trustee, if material within the meaning of the federal securities laws.
The Issuer shall notify the MSRB, in an electronic format as prescribed by the MSRB, in
a timely manner, of any failure by the Issuer to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(c) Limitations, Disclaimers, and Amendments. The Issuer shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the
Rule, except that the Issuer in any event will give notice of any deposit made in accordance with
Section 21 of this Resolution that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
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undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Issuer's financial results, condition, or prospects or hereby undertake to
update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The Issuer does not make any representation or warranty concerning
such information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under this Resolution for purposes of any other provision of
this Resolution.
Should the Rule be amended to obligate the Issuer to make filings with or provide notices
to entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with
respect to the Bonds in accordance with the Rule as amended.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Resolution that authorizes such an
amendment) of the outstanding Bonds consents to such amendment or (b) a person that is
unaffiliated with the Issuer (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with paragraph (a) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The Issuer may
also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends
or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
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sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds.
Section 27. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of
this Resolution is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the
rights of the Registered Owners of the Bonds, including, but not limited to, their prospect
or ability to be repaid in accordance with this Resolution, and the continuation thereof for
a period of 60 days after notice of such default is given by any Registered Owner to the
Issuer.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the Issuer, or any official, officer or
employee of the Issuer in their official capacity, for the purpose of protecting and
enforcing the rights of the Registered Owners under this Resolution, by mandamus or
other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief permitted by law, including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the Registered Owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bonds or
now or hereafter existing at law or in equity; provided, however, that notwithstanding any
other provision of this Resolution, the right to accelerate the debt evidenced by the Bonds
shall not be available as a remedy under this Resolution.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
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(iii) By accepting the delivery of a Bond authorized under this Resolution, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Resolution do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or trustees of
the Issuer or the Issuer Council.
(iv) None of the members of the Issuer Council, nor any other official or officer,
agent, or employee of the Issuer, shall be charged personally by the Registered Owners
with any liability, or be held personally liable to the Registered Owners under any term or
provision of this Resolution, or because of any Event of Default or alleged Event of
Default under this Resolution.
Section 28. NO RECOURSE AGAINST OFFICIALS. No recourse shall be had for
the payment of principal of or interest on any Parity Obligations or for any claim based thereon
or on this Resolution against any official of the Issuer or any person executing any Parity
Obligations.
Section 29. FURTHER ACTIONS. The officers and employees of the Issuer and the
Issuer are hereby authorized, empowered and directed from time to time and at any time to do
and perform all such acts and things and to execute, acknowledge and deliver in the name and on
behalf of the Issuer all such instruments, whether or not herein mentioned, as may be necessary
or desirable in order to carry out the terms and provisions of this Resolution, the Bonds, the
initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, any insurance
commitment letter or insurance policy and the Official Statement. In addition, prior to the initial
delivery of the Bonds, the Mayor, the President of the Board, the City Attorney and Bond
Counsel are hereby authorized and directed to approve any technical changes or corrections to
this Resolution or to any of the instruments authorized and approved by this Resolution
necessary in order to (i) correct any ambiguity or mistake or properly or more completely
document the transactions contemplated and approved by this Resolution and as described in the
Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy
requirements of the Bond Insurer, (iii) obtain a surety policy covering the Required Reserve or
(iv) obtain the approval of the Bonds by the Texas Attorney General's office.
In case any officer of the Issuer whose signature shall appear on any Bond shall cease to
be such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 30. AMENDMENT OF RESOLUTION. (a) The Bond Insurer and the
registered owners of the Parity Obligations aggregating a majority in principal amount of the
aggregate principal amount of then Outstanding Parity Obligations shall have the right from time
to time to approve any amendment to this Resolution which may be deemed necessary or
desirable by the Issuer, provided, however, that without the consent of the Bond Insurer and the
registered owners of all of the effected Parity Obligations at the time outstanding, nothing herein
contained shall permit or be construed to permit the amendment of the terms and conditions in
this Resolution or in the Parity Obligations so as to:
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(i) Make any change in the maturity of the Outstanding Parity Obligations;
(ii) Reduce the rate of interest borne by any of the outstanding Parity Obligations;
(iii) Reduce the amount of the principal payable on the outstanding Parity Obligations;
(iv) Modify the terms of payment of principal of or interest on the outstanding Parity
Obligations or impose any conditions with respect to such payment;
(v) Affect the rights of the registered owners of less than all of the Parity Obligations
then outstanding;
(vi) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
(b) If at any time the Issuer shall desire to amend this Resolution under this Section, the
Issuer shall cause notice of the proposed amendment to be delivered to the Bond Insurer and
published in a financial newspaper or journal of general circulation in the city of New York,
New York, once during each calendar week for at least two successive calendar weeks. Such
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file for inspection by all registered owners of Parity Obligations at the designated
trust office of the registrar for the Parity Obligations. Such publication is not required, however,
if notice in writing is given to each registered owner of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the Issuer shall receive an
instrument or instruments executed by the registered owners of at least a majority in aggregate
principal amount of all Parity Obligations then outstanding, which instrument or instruments
shall refer to the proposed amendment described in said notice and which specifically consent to
and approve such amendment in substantially the form of the copy thereof on file with the
Paying Agent/Registrar, the Issuer Board of Directors may pass the amendatory resolution in
substantially the same form.
(d) Upon the passage of any amendatory resolution pursuant to the provisions of this
Section, this Resolution shall be deemed to be amended in accordance with such amendatory
resolution, and the respective rights, duties and obligations under this Resolution of the Issuer
and all the registered owners of then outstanding Parity Obligations shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the Registered Owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon
all future registered owners of the same Parity Obligation during such period. Such consent may
be revoked at any time after six months from the date of the first publication of such notice by
the registered owners who gave such consent, or by a successor in title, by filing notice thereof
with the Paying Agent and the Issuer, but such revocation shall not be effective if the Registered
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Owners of at least a majority in aggregate principal amount of the then outstanding Parity
Obligations as in this Section defined have, prior to the attempted revocation, consented to and
approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and
the date of their holding same shall be proved by the Registration Books of the Paying
Agent/Registrar. For purposes of this Section, the registered owner of a Parity Obligation in
such registered form shall be the owner thereof as shown on such Registration Books. The
Issuer may conclusively assume that such ownership continues until written notice to the
contrary is served upon the Issuer.
(g) The foregoing provisions of this Section notwithstanding, the Issuer by action of the
Board may amend this Resolution for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Issuer in this Resolution
contained, other covenants and agreements thereafter to be observed, grant additional
rights or remedies to bondholders or to surrender, restrict or limit any right or power
herein reserved to or conferred upon the Issuer;
(2) To make such provisions for the purpose of curing any ambiguity, or
curing, correcting or supplementing any defective provision contained in this Resolution,
or in regard to clarifying matters or questions arising under this Resolution, as are
necessary or desirable and not contrary to or inconsistent with this Resolution and which
shall not adversely affect the interests of the registered owners of the Parity Obligations;
(3) To make any changes or amendments requested by any Rating Agency, as a
condition to the issuance or maintenance of a rating, which changes or amendments do
not, in the judgment of the Issuer, materially adversely affect the interests of the owners
of the outstanding Parity Obligations;
(4) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the outstanding
Parity Obligations, in order, to the extent permitted by law, to facilitate the economic and
practical utilization of credit agreements with respect to the Parity Obligations including,
without limitation, supplementing the definition of "Annual Debt Service Requirements"
to address the amortization of payments due and owing under a credit agreement;
(5) To modify any of the provisions of this Resolution in any other respect
whatever, provided that (i) such modification shall be, and be expressed to be, effective
only after all Parity Obligations outstanding at the date of the adoption of such
modification shall cease to be outstanding, and (ii) such modification shall be specifically
referred to in the text of all Additional Parity Obligations issued after the date of the
adoption of such modification.
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Notice of any such amendment may be published or given by the Issuer in the manner described
in subsection (b) of this Section; provided, however, that the publication of such notice shall not
constitute a condition precedent to the adoption of such amendatory resolution and the failure to
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory resolution.
Section 31. PAYMENT OF ATTORNEY GENERAL FEE. The Issuer hereby
authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the
principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750,
to the Attorney General of Texas Public Finance Division for payment of the examination fee
charged by the State of Texas for the Attorney General's review and approval of public securities
and credit agreements, as required by Section 1202.004 of the Texas Government Code. The
appropriate member of the Issuer's staff is hereby instructed to take the necessary measures to
make this payment. The Issuer is also authorized to reimburse the appropriate funds for such
payment from proceeds of the Bonds.
Section 32. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Resolution shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Resolution and the Table of Contents of
this Resolution have been inserted for convenience of reference only and are not to be considered
a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof.
This Resolution and all the terms and provisions hereof shall be liberally construed to effectuate
the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien
on and pledge of the Pledged Revenues to secure the payment of the Bonds.
Section 33. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Resolution are
hereby repealed to the extent of such conflict and the provisions of this Resolution shall be and
remain controlling as to the matters contained herein.
Section 34. INTERESTED PARTIES. Nothing in this Resolution expressed or
implied is intended or shall be construed to confer upon, or to give to, any person or entity, other
than the Issuer and the Registered Owners of the Bonds, any right, remedy or claim under or by
reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Resolution contained by and on behalf of the Issuer
shall be for the sole and exclusive benefit of the Issuer and the registered owners of the Bonds.
Section 35. INCORPORATION OF RECITALS. The Issuer hereby finds that the
statements set forth in the recitals of this Resolution are true and correct, and the Issuer hereby
incorporates such recitals as a part of this Resolution.
Section 36. SEVERABILITY. If any provision of this Resolution or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Resolution and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Resolution would have been enacted without such invalid provision.
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Section 37. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 38. EFFECTIVE DATE. This Resolution shall become effective upon
adoption by the Issuer and approval by the Issuer.
Section 39. PREAMBLE. The findings and preambles set forth in this Resolution are
hereby incorporated into this Resolution and made a part hereof for all purposes.
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EXHIBIT A
DEFINITIONS
As used in this Resolution, the following terms and expressions shall have the meanings
set forth below, unless the text of this Resolution specifically indicates otherwise.
"Act" shall mean the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S.,
as amended.
"Additional Parity Obligations" shall mean bonds or other debt obligations authorized by
law which the Issuer reserves the right to issue or enter into, as the case may be, in the future in
accordance with the terms and conditions provided in Section 18 of this Resolution and which,
together with the Bonds, are equally and ratably secured by a first lien on and pledge of the
Pledged Revenues on a parity with the Bonds under the terms of this Resolution and an
Additional Parity Obligations Resolution.
"Additional Parity Obligations Resolution" shall mean any resolution of the Board
authorizing and providing the terms and provisions of the Additional Parity Obligations.
"Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory
redemption account for retirement of such Term Bonds (whether at maturity or by mandatory
redemption and including redemption premium, if any) provided that the total Amortization
Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate
principal amount of such Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand
conditioned upon default by the Issuer on such Debt, or be payable in respect of any required
purchase of such Debt by the Issuer) in such Fiscal Year, and, for such purposes, any one or
more of the following rules shall apply at the election of the Issuer:
(a) If the principal (including the accretion of interest resulting from original issue
discount or compounding of interest) of any series or issue of Funded Debt due (or
payable in respect of any required purchase of such Funded Debt by the Issuer) in any
Fiscal Year either is equal to at least 25% of the total principal (including the accretion of
interest resulting from original issue discount or compounding of interest) of such Funded
Debt or exceeds by more than 50% the greatest amount of principal of such series or
issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal due
in such Fiscal Year for such series or issue of Funded Debt being referred to herein and
throughout this Resolution as "Balloon Debt"), the amount of principal of such Balloon
Debt taken into account during any Fiscal Year shall be equal to the debt service
calculated using the original principal amount of such Balloon Debt amortized over the
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Term of Issue on a level debt service basis at an assumed interest rate equal to the rate
borne by such Balloon Debt on the date of calculation;
(b) In the case of Balloon Debt, if a Designated Financial Officer shall deliver to the
Issuer a certificate providing for the retirement of (and the instrument creating such
Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for
(and the instrument creating such Balloon Debt shall permit the accumulation of a
sinking fund for), such Balloon Debt according to a fixed schedule stated in such
certificate ending on or before the Fiscal Year in which such principal (and premium, if
any) is due, then the principal of (and, in the case of retirement, or to the extent provided
for by the sinking fund accumulation, the premium, if any, and interest and other debt
service charges on) such Balloon Debt shall be computed as if the same were due in
accordance with such schedule, provided that this clause (2) shall apply only to Balloon
Debt for which the installments previously scheduled have been paid or deposited to the
sinking fund established with respect to such Debt on or before the times required by
such schedule; and provided further that this clause (2) shall not apply where the Issuer
has elected to apply the rule set forth in clause (1) above;
(c) Principal of and interest on Parity Obligations, or portions thereof, shall not be
included in the computation of the Annual Debt Service Requirements for any Fiscal
Year for which such principal or interest are payable from funds on deposit or set aside in
trust for the payment thereof at the time of such calculations (including without limitation
capitalized interest and accrued interest so deposited or set aside in trust) with a financial
institution acting as fiduciary with respect to the payment of such Debt; and
(d) As to any Parity Obligations that bear interest at a variable interest rate which
cannot be ascertained at the time of calculation of the Annual Debt Service Requirement
then, at the option of the Issuer, either (A) an interest rate equal to the average rate borne
by such Parity Obligations (or by comparable debt in the event that such Parity
Obligations has not been outstanding during the preceding 24 months) for any 24 month
period ending within 30 days prior to the date of calculation, or (B) an interest rate equal
to the 30-year Revenue Bond Index (as most recently published in The Bond Buyer),
shall be presumed to apply for all future dates, unless such index is no longer published
in The Bond Buyer, in which case an index of revenue bonds with maturities of at least
20 years which is published in a financial newspaper or journal with national circulation
may be used for this purpose (if two Series of Parity Obligations which bear interest at
variable interest rate, or one or more maturities within a Series, of equal par amounts, are
issued simultaneously with inverse floating interest rates providing a composite fixed
interest rate for such Parity Obligations taken as a whole, such composite fixed rate shall
be used in determining the Annual Debt Service Requirement with respect to such Parity
Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the calculation.
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"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided
from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.
"Board" shall mean the Board of Directors of the Issuer.
"Bond" or "Bonds" shall mean the Georgetown Transportation Enhancement Corporation
Sales Tax Revenue Refunding Bonds, Series 2015 authorized to be issued by this Resolution.
"Bond Insurance Policy" means the municipal bond new issue insurance policy issued by
the Bond Insurer that guarantees payment of principal of and interest on the Bonds.
"Book-Entry-Only System" means the book-entry system of bond registration provided in
Section 4, or any successor system of book-entry registration.
"Cede & Co." means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" shall mean the City of Georgetown, Texas.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas, and
any successor official or officer thereto.
"Debt" and "Debt of the Issuer payable from Pledged Revenues" mean:
(a) all indebtedness payable from Pledged Revenues incurred or assumed by the Issuer
for borrowed money and all other financing obligations payable from Pledged Revenues
that, in accordance with generally accepted accounting principles, are shown on the
liability side of a balance sheet; and
(b) all other indebtedness payable from Pledged Revenues (other than indebtedness
otherwise treated as Debt hereunder) for borrowed money or for the acquisition,
construction or improvement of property or capitalized lease obligations that is
guaranteed, directly or indirectly, in any manner by the Issuer, or that is in effect
guaranteed, directly or indirectly, by the Issuer through an agreement, contingent or
otherwise, to purchase any such indebtedness or to advance or supply funds for the
payment or purchase of any such indebtedness or to purchase property or services
primarily for the purpose of enabling the debtor or seller to make payment of such
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indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds
to or in any other manner invest in the debtor (including any agreement to pay for
property or services irrespective of whether or not such property is delivered or such
services are rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior
to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item
shall be considered Debt unless such item constitutes indebtedness under generally accepted
accounting principles applied on a basis consistent with the financial statements of the Issuer in
prior Fiscal Years.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
Board of Directors adopts or approves proceedings authorizing the issuance of refunding bonds
or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated
as to investment quality by a nationally recognized investment rating firm not less than "AAA"
or its equivalent, and (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the
date the Board of Directors adopts or approves proceedings authorizing the issuance of refunding
bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds,
are rated as to investment quality by a nationally recognized investment rating firm no less than
"AAA" or its equivalent.
"Depository" means one or more official depository banks of the Issuer.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Election" means the sales and use tax election held by the Issuer on May 5, 2001
pursuant to the provisions of the Act.
"Federal Securities" means direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America.
"Fiscal Year" means the twelve-month accounting period used by the Issuer in
connection with the operation of the System, currently ending on September 30 of each year,
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which may be any twelve consecutive month period established by the Issuer, but in no event
may the Fiscal Year be changed more than one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the Issuer that mature
by their terms (in the absence of the exercise of any earlier right of demand), or that are
renewable at the option of the Issuer to a date, more than one year after the original creation or
assumption of such Debt by the Issuer.
"Investment Act" shall mean the Public Funds Investment Act, Chapter 2256, Texas
Government Code, as amended.
"Issuer" shall mean Georgetown Transportation Enhancement Corporation.
"Junior Lien Obligations" shall mean any obligations issued which the Issuer reserves the
right to issue in Section 19 of this Resolution which have a lien on the Pledged Revenues junior
to the Bonds.
"MSRB" means the Municipal Securities Rulemaking Board.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at
the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirements of
Annual Debt Service Requirements (taking into account all mandatory principal redemption
requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for
the particular obligations for which such calculation is made. Capitalized interest payments
provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall
be excluded in making such computation.
"Outstanding" - When used in this Resolution with respect to Parity Obligations means,
as of the date of determination, all Bonds and Parity Obligations theretofore sold, issued and
delivered by the Issuer, except:
(a) those Parity Obligations canceled or delivered to the transfer agent or registrar for
cancellation in connection with the exchange or transfer of such obligations;
(b) those Parity Obligations paid or deemed to be paid in accordance with the
provisions of Section 21 hereof or similar provisions of any resolution authorizing such Parity
Obligations; and
(c) those Parity Obligations that have been mutilated, destroyed, lost, or stolen and
replacement obligations have been registered and delivered in lieu thereof.
"Parity Obligations" shall mean, collectively, the Bonds and any Additional Parity
Obligations.
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"Paying Agent/Registrar" shall mean The Bank of New York Trust Company, National
Association.or any successor financial institution so designated in accordance with the provisions
of Section 4 of this Resolution and any successor thereto.
"Permitted Investments" means, to the extent authorized by the Investment Act and the
Issuer's investment policy.
"Pledged Revenues" shall mean all of the Issuer's receipts of the Sales Tax, less any
amounts due or owing to the Comptroller as charges for collection or retention by the
Comptroller for refunds and to redeem dishonored checks and drafts, to the extent such charges
and retentions are authorized or required by law.
"Pricing Certificate" shall mean the Pricing Certificate of the Issuer's Pricing Officer to
be executed and delivered pursuant to Section 2 herein in connection with the issuance of the
Bonds.
"Pricing Officer" shall mean the President or Vice President of the Issuer, acting as the
designated pricing officer of the Issuer to execute the Pricing Certificate.
"Project" shall mean the project as described in Section 1 of this Resolution.
"Record Date" means Record Date as defined in the Form of Bond in Exhibit "C" to this
Resolution.
"Refunded Obligations'' means the Senior Lien Sales Tax Revenue Bonds, Series 2007
outstanding in the amount of $8,470,000.
"Registered Owner" or "Registered Owners" means the registered owner, whose name
appears in the Security Register, for any Parity Obligation.
"Registration Books" means the books or records for the registration of the transfer and
exchange of the Bonds.
''Required Reserve" shall mean the amount to be maintained on deposit in, or held as cash
securities, a Revenue Fund Obligation permitted by State law for the benefit of the Reserve Fund
(as defined in Section 11 hereof) which shall equal or exceed, or have a face value of Average
Annual Debt Service Requirements on the Bonds and any Additional Parity Obligation.
"Reserve Fund" means the special fund created, established and maintained by the
provisions of Sections 7 and 11 of this Resolution.
"Reserve Fund Obligation" means a surety bond, insurance policy or other similar
instrument deposited in the Reserve Fund to satisfy the Required Reserve or similar obligation
deposited in any reserve fund for another series of Parity Obligations whereby the issuer of such
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obligation is obligated to provide funds up to and including the maximum amount and under the
conditions specified in such agreement or instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the Issuer is
obligated to make from Pledged Revenues deposited in the Reserve Fund or any reserve fund for
another series of Parity Obligations with respect to a Reserve Fund Obligation. With respect to
the Bonds, the Reserve Fund Obligation Payment means the repayment of any draws and
expenses under the Reserve Fund Obligation together with interest.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"Sales Tax" shall mean the one-half of one percent sales and use tax levied by the Issuer
within the boundaries of the Issuer as they now or hereafter exist, less any charges for collection,
together with any increases in the aforesaid rate if provided and authorized by the laws of the
State of Texas, including specifically the Act, and collected for the benefit of the Issuer, all in
accordance with the Act.
"SEC" means the United States Securities and Exchange Commission.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the Resolutions which authorized the issuance of such Parity
Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the Issuer that are payable, in whole
or in part, from and equally and ratably secured by a lien on and pledge of the Pledged Revenues,
such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues
that are or will be pledged to the payment of any Parity Obligations and Junior Lien Obligations
issued by the Issuer, and (ii) obligations hereafter issued to refund any of the foregoing if issued
in a manner that provides that the refunding bonds are payable from and equally and ratably
secured, in whole or in part, by a lien on and pledge of the Pledged Revenues on a parity with the
Subordinate Lien Obligations.
"Term Bonds" means those Parity Obligations so designated in the resolutions
authorizing such bonds which shall be subject to retirement by operation of a mandatory
redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
"Transfer Agreement" shall mean the Amended and Restated Sales Tax Remittance
Agreement dated as of April 10, 2007, between the City and the Issuer.
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EXHIBIT B
FORM OF BOND
NO. _______ PRINCIPAL
AMOUNT
$________
UNITED STATES OF AMERICA
STATE OF TEXAS
GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION
SENIOR LIEN SALES TAX REVENUE REFUNDING BOND,
SERIES 2015
Interest Rate Dated Date Maturity Date CUSIP No.
_______, 2015
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the Georgetown Transportation
Enhancement Corporation (the "Issuer"), being a nonstock, nonprofit industrial development
corporation organized and existing under the laws of the State of Texas, including particularly
the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended now codified
as Local Government Code, Title 12, Subtitle C, particularly Chapters 501 and 505 of the Local
Government Code (the "Act"), and acting on behalf of the City of Georgetown, Texas (the
"City"), hereby promises to pay to the Registered Owner set forth above or to the assignee or
assignees thereof (either being hereinafter called the "Registered Owner") on the Maturity Date
specified above, the Principal Amount specified above. The Issuer promises to pay interest on
the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day
months) from the initial date of delivery of the Bonds at the Interest Rate per annum specified
above. Interest is payable on ______________∗ and semiannually on each and August 15 and
February 15 thereafter to the Maturity Date specified above, or the date of redemption prior to
maturity; except, if this Bond is required to be authenticated and the date of its authentication is
later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest
from the interest payment date next preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment date,
in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
• To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds
is inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the
language in the Pricing Certificate shall be used in the executed Bonds.
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Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full.
Notwithstanding the foregoing, during any period in which ownership of the Bonds is
determined only by a book entry at a securities depository for the Bonds, any payment to the
securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the Issuer and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity or upon the date fixed for its redemption prior to maturity, at the designated office for
payment of The Bank of New York Trust Company, National Association, Dallas, Texas, which
is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be
made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment
date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on,
and payable solely from, funds of the Issuer required by the resolution authorizing the issuance
of this Bond (the "Bond Resolution") to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid, on each such interest payment date, to the
Registered Owner hereof, at its address as it appeared on the last business day of the month next
preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. In the event of a non-payment of interest on a
scheduled payment date, and for 30 days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds
for the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (the "Special Payment
Date" which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by United States mail, first class, postage prepaid, to the
address of each Registered Owner appearing on the Registration Books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice. Any accrued interest due upon the redemption of this Bond prior to
maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Bond for redemption and payment at the principal corporate trust office of the
Paying Agent/Registrar (unless the redemption date is a regularly scheduled interest payment
date, in which case accrued interest on such redeemed Bonds shall be payable in the regular
manner described above). The Issuer covenants with the Registered Owner of this Bond that on
or before each principal payment date, interest payment date, and accrued interest payment date
for this Bond it will make available to the Paying Agent/Registrar, from the "Debt Service Fund"
created by the Bond Resolution, the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Bonds, when due.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the
Issuer and the securities depository.
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IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due.
THIS BOND is one of an issue of Bonds initially dated the Dated Date specified on the
face of this Bond, authorized in accordance with the Constitution and laws of the State of Texas,
including particularly the Act, in the original principal amount of $___________∗ for the purpose
of (i) refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds.
ON ______________, 20___*, or on any date thereafter, the Bonds of this Series
maturing on and after ____________, 20___* may be redeemed prior to their scheduled
maturities, at the option of the Issuer, with funds derived from any available and lawful source,
at par plus accrued interest to the date fixed for redemption as a whole, or from time to time in
part, and, if in part, the particular maturities to be redeemed shall be selected and designated by
the Issuer and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall
determine by lot the Bonds, or a portion thereof, within such maturity to be redeemed (provided
that a portion of a Bond may be redeemed only in an integral multiple of $5,000).
THE BONDS maturing on August 15, 20___ (the "Term Bonds") are subject to
mandatory sinking fund redemption by lot prior to maturity in the following amounts, on the
following dates and at a price of par plus accrued interest to the redemption date.
Bonds Maturing August 15, 20___
Redemption Date Principal Amount
August 15, 20___ $_______
August 15, 20___† _______†
†Final Maturity
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
the operation of the mandatory sinking fund redemption provisions shall be reduced, at the
option of the Issuer by the principal amount of any Term Bonds of the stated maturity which, at
least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the Issuer, at
a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date
of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have
been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer with
monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the
∗To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language
in the Pricing Certificate shall be used in the executed Bonds.
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Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been
redeemed pursuant to the optional redemption provisions and not theretofore credited against a
mandatory sinking fund redemption requirement.∗∗
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity, the Issuer shall cause written notice of such redemption to be sent by
United States mail, first class, postage prepaid, to each Registered Owner of a Bond to be
redeemed, in whole or in part, at the address of the Registered Owner appearing on the
registration books of the Paying Agent/Registrar at the close of business on the business day next
preceding the date of mailing of such notice. Any notice of redemption so mailed shall be
conclusively presumed to have been duly given irrespective of whether received by the
Registered Owner. By the date fixed for any such redemption, due provision shall be made with
the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or
portions thereof which are to be so redeemed. If such written notice of redemption is mailed and
if due provision for such payment is made, all as provided above, the Bonds or portions thereof
which are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being Outstanding except for the right of the Registered Owner to
receive the redemption price from the Paying Agent/Registrar out of the funds provided for such
payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the
same maturity date, bearing interest at the same rate, in any denomination or denominations in
any integral multiple of $5,000, at the written request of the Registered Owner, and in an
aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Bond Resolution. Any notice of redemption shall either (i) explicitly state that
the proposed redemption is conditioned on there being on deposit in the Debt Service Fund
sufficient money to pay the full redemption price of the Bonds to be redeemed or (ii) be sent only
if sufficient money to pay the full redemption price of the Bonds to be redeemed is on deposit in
the Debt Service Fund.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Bond Resolution, this Bond, or any unredeemed portion hereof, may, at the request of the
Registered Owner or the assignee or assignees hereof, be assigned, transferred and exchanged for
a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to
the appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this
Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Bond Resolution. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together
with proper instruments of assignment, in form and with guarantee of signatures satisfactory to
the Paying Agent/Registrar, evidencing assignment of this Bond to the assignee or assignees in
whose name or names this Bond or any such portion or portions hereof is or are to be transferred
∗∗ Use of Term Bonds, if any, to be determined by the Pricing Officer.
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and registered. The form of Assignment printed or endorsed on this Bond shall be executed by
the Registered Owner or its duly authorized attorney or representative to evidence the
assignment hereof. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees
and charges for making such transfer, but the one requesting such transfer shall pay any taxes or
other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar
shall not be required to make transfers of registration of this Bond or any portion hereof (i)
during the period commencing with the close of business on any Record Date and ending with
the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45
days prior to its redemption date. The Registered Owner of this Bond shall be deemed and
treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all
purposes, including payment and discharge of liability upon this Bond to the extent of such
payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the
contrary.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Resolution that
it promptly will appoint a competent and legally qualified substitute therefor, and promptly will
cause written notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and
validly authorized, issued, sold, and delivered; that all acts, conditions, and things required or
proper to be performed, exist, and be done precedent to or in the authorization, issuance, and
delivery of this Bond have been performed, existed, and been done in accordance with law; that
this Bond is a special obligation of the Issuer; that neither the State of Texas, the City, nor any
political corporation, subdivision, or agency of the State of Texas, nor any member of the Board
of Directors of the Issuer, either individually or collectively, shall be obligated to pay the
principal of or the interest on this Bond and neither the faith and credit nor the taxing power
(except as described below) of the State of Texas, the City, or any other political corporation,
subdivision, or agency thereof is pledged to the payment of the principal of or the interest on this
Bond; that the principal of and interest on this Bond, together with any Additional Parity
Obligations (as defined in the Bond Resolution) hereafter issued, are secured by and payable
from a first lien on and pledge of certain funds created under the Bond Resolution and the
revenues defined in the Bond Resolution as the "Pledged Revenues", which include the proceeds
of a one-half of one percent sales and use tax levied for the benefit of the Issuer by the City (the
"Sales Tax") pursuant to Section 4B of the Act which lien on and pledge is prior in right and
claim to the lien and pledge on the Pledged Revenues securing the payment of the outstanding
Junior Lien Obligations and any Subordinate Lien Obligations; and that the Registered Owner
hereof shall not have the right to demand payment of the principal of or interest on this Bond
from any tax proceeds other than the Sales Tax proceeds levied for the benefit of the Issuer by
the City pursuant to Section 4B of the Act, or from any other source.
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THE ISSUER HAS RESERVED the right in the Bond Resolution, subject to certain
conditions set forth therein, to issue obligations or incur indebtedness from time to time in the
future on a parity with the Bonds with respect to the pledge of and lien on the Pledged Revenues
which secures the Bonds. The Issuer may also issue obligations or incur indebtedness which is
secured on a junior and subordinate lien with respect to the Pledged Revenues. The Bond
Resolution further provides that the Issuer may create a debt service reserve fund and fund it or
provide for it to be funded in connection with the issuance of any obligations or the incurrence of
any indebtedness which possesses a lien on and pledge of the Pledged Revenues on a parity with
the Bonds, and that such reserve shall secure only the obligations or indebtedness for which it
was funded or is to be funded. The Issuer has created a debt service reserve fund for the benefit
of the Bonds.
THE ISSUER ALSO HAS RESERVED THE RIGHT to amend the Bond Resolution
as provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owners of a majority in aggregate principal amount of the
Outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Resolution, agrees to be bound by such
terms and provisions, acknowledges that the Bond Resolution is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Resolution constitute a contract between
each Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the
manual or facsimile signature of the President of the Board of Directors of the Issuer and
countersigned with the manual or facsimile signature of the Secretary of the Board of Directors
of the Issuer.
(facsimile signature) (facsimile
signature)
Secretary, Board of Directors President, Board of Directors
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by
an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
Page 97 of 115
GTEC\SrLienRevRefg\2015: BondRes B-7
It is hereby certified that this Bond has been issued under the provisions of the Bond
Resolution described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series
which originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated: _______________ The Bank of New York Trust Company,
National Association
Dallas, Texas
Paying Agent/Registrar
By: _________________________________
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_____________________________________________________________________________.
Please insert Social Security or Taxpayer Identification Number of Transferee
______________________________________________________________________________
(Please print or typewrite name and address, including zip code, of Transferee.)
______________________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
___________________________________________, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: ___________________________
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration
or enlargement or any change whatsoever.
Page 98 of 115
GTEC\SrLienRevRefg\2015: BondRes B-8
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE
FOR INITIAL BOND ONLY:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
__________________________________________
Comptroller of Public Accounts of the State of
Texas
(COMPTROLLER'S SEAL)
INSERTIONS FOR THE INITIAL BOND
The Initial Bond shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and
"CUSIP No." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the Georgetown
Transportation Enhancement Corporation (the "Issuer"), being a nonstock, nonprofit industrial
development corporation organized and existing under the laws of the State of Texas, including
particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as amended
amended now codified as Local Government Code, Title 12, Subtitle C, particularly Chapters
501 and 505 of the Local Government Code (the "Act"), and acting on behalf of the City of
Georgetown, Texas (the "City"), hereby promises to pay to the registered owner set forth above
or to the assignee or assignees thereof (either being hereinafter called the "Registered Owner")
on the August 15 in each of the years, in the principal installments and bearing interest at the per
annum rates set forth in the following schedule:
Year of Maturity Principal Amount Interest Rate
(Information from Sections 2 and 3 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the
basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at
Page 99 of 115
GTEC\SrLienRevRefg\2015: BondRes B-9
the respective Interest Rate per annum specified above. Interest is payable on
_______________, 2015 and semiannually on each and August 15 and February 15 thereafter to
the date of payment of the principal installment specified above, or the date of redemption prior
to maturity; except, if this Bond is required to be authenticated and the date of its authentication
is later than the first Record Date (hereinafter defined), such principal amount shall bear interest
from the interest payment date next preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment date,
in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
Page 100 of 115
GTEC\SrLienRevRefg\2015: BondRes C-1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 27(a) of this Resolution.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in the paragraph above.
--------------------
Page 101 of 115
Preliminary
Georgetown Transportation Enhancement Corporation
$7,870,000 Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015
Springing DSRF
For Purposes of Illustration Only
Sources & Uses
Dated 06/25/2015 | Delivered 06/25/2015
Sources Of Funds
Par Amount of Bonds $7,870,000.00
Reoffering Premium 615,277.85
Transfers from Prior Issue Debt Service Funds 630,000.00
Total Sources $9,115,277.85
Uses Of Funds
Total Underwriter's Discount (0.700%)55,090.00
Costs of Issuance 90,000.00
Deposit to Net Cash Escrow Fund 8,969,442.38
Deposit to Debt Service Fund 745.47
Total Uses $9,115,277.85
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Page 102 of 115
Preliminary
Georgetown Transportation Enhancement Corporation
$7,870,000 Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015
Springing DSRF
For Purposes of Illustration Only
Debt Service Comparison
Date Total P+I Net New D/S Old Net D/S Savings
09/30/2015 39,423.61 38,678.14 56,279.38 17,601.24
09/30/2016 838,850.00 838,850.00 867,358.76 28,508.76
09/30/2017 837,750.00 837,750.00 866,358.76 28,608.76
09/30/2018 841,450.00 841,450.00 869,558.76 28,108.76
09/30/2019 839,050.00 839,050.00 866,758.76 27,708.76
09/30/2020 841,200.00 841,200.00 867,421.26 26,221.26
09/30/2021 837,750.00 837,750.00 866,591.26 28,841.26
09/30/2022 843,850.00 843,850.00 869,391.26 25,541.26
09/30/2023 837,650.00 837,650.00 865,581.26 27,931.26
09/30/2024 840,650.00 840,650.00 870,175.00 29,525.00
09/30/2025 837,450.00 837,450.00 867,325.00 29,875.00
09/30/2026 843,250.00 843,250.00 868,125.00 24,875.00
09/30/2027 840,000.00 840,000.00 867,350.00 27,350.00
Total $10,118,323.61 $10,117,578.14 $10,468,274.46 $350,696.32
PV Analysis Summary (Net to Net)
Gross PV Debt Service Savings 919,952.55
Net PV Cashflow Savings @ 3.054%(AIC)919,952.55
Transfers from Prior Issue Debt Service Fund (630,000.00)
Contingency or Rounding Amount 745.47
Net Present Value Benefit $290,698.02
Net PV Benefit / $8,470,000 Refunded Principal 3.432%
Refunding Bond Information
Refunding Dated Date 6/25/2015
Refunding Delivery Date 6/25/2015
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Page 103 of 115
Preliminary
Georgetown Transportation Enhancement Corporation
$7,870,000 Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015
Springing DSRF
For Purposes of Illustration Only
Pricing Summary
Maturity
Type of
Bond Coupon Yield
Maturity
Value Price YTM Call Date Call Price Dollar Price
08/15/2016 Serial Coupon 2.000% 0.480% 555,000.00 101.724% - - - 564,568.20
08/15/2017 Serial Coupon 2.000% 1.090% 565,000.00 101.918% - - - 575,836.70
08/15/2018 Serial Coupon 3.000% 1.480% 580,000.00 104.644% - - - 606,935.20
08/15/2019 Serial Coupon 3.000% 1.810% 595,000.00 104.723% - - - 623,101.85
08/15/2020 Serial Coupon 3.000% 2.050% 615,000.00 104.609% - - - 643,345.35
08/15/2021 Serial Coupon 3.000% 2.340% 630,000.00 103.751% - - - 653,631.30
08/15/2022 Serial Coupon 4.000% 2.570% 655,000.00 109.270% - - - 715,718.50
08/15/2023 Serial Coupon 4.000% 2.750% 675,000.00 109.057% - - - 736,134.75
08/15/2024 Serial Coupon 4.000% 2.910% 705,000.00 108.688% - - - 766,250.40
08/15/2025 Serial Coupon 4.000% 3.010% 730,000.00 108.592% - - - 792,721.60
08/15/2026 Serial Coupon 5.000% 3.140% 765,000.00 116.040% c 3.270% 08/15/2025 100.000% 887,706.00
08/15/2027 Serial Coupon 5.000% 3.260% 800,000.00 114.916% c 3.482% 08/15/2025 100.000% 919,328.00
Total ---$7,870,000.00 -----$8,485,277.85
Bid Information
Par Amount of Bonds $7,870,000.00
Reoffering Premium or (Discount)615,277.85
Gross Production $8,485,277.85
Total Underwriter's Discount (0.700%)$(55,090.00)
Bid (107.118%)8,430,187.85
Total Purchase Price $8,430,187.85
Bond Year Dollars $55,398.06
Average Life 7.039 Years
Average Coupon 4.0584883%
Net Interest Cost (NIC)3.0472834%
True Interest Cost (TIC)2.8785460%
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Page 104 of 115
Preliminary
Georgetown Transportation Enhancement Corporation
$7,870,000 Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015
Springing DSRF
For Purposes of Illustration Only
Debt Service Schedule Part 1 of 2
Date Principal Coupon Interest Total P+I Fiscal Total
06/25/2015 - - - - -
08/15/2015 - - 39,423.61 39,423.61 -
09/30/2015 - - - - 39,423.61
02/15/2016 - - 141,925.00 141,925.00 -
08/15/2016 555,000.00 2.000% 141,925.00 696,925.00 -
09/30/2016 - - - - 838,850.00
02/15/2017 - - 136,375.00 136,375.00 -
08/15/2017 565,000.00 2.000% 136,375.00 701,375.00 -
09/30/2017 - - - - 837,750.00
02/15/2018 - - 130,725.00 130,725.00 -
08/15/2018 580,000.00 3.000% 130,725.00 710,725.00 -
09/30/2018 - - - - 841,450.00
02/15/2019 - - 122,025.00 122,025.00 -
08/15/2019 595,000.00 3.000% 122,025.00 717,025.00 -
09/30/2019 - - - - 839,050.00
02/15/2020 - - 113,100.00 113,100.00 -
08/15/2020 615,000.00 3.000% 113,100.00 728,100.00 -
09/30/2020 - - - - 841,200.00
02/15/2021 - - 103,875.00 103,875.00 -
08/15/2021 630,000.00 3.000% 103,875.00 733,875.00 -
09/30/2021 - - - - 837,750.00
02/15/2022 - - 94,425.00 94,425.00 -
08/15/2022 655,000.00 4.000% 94,425.00 749,425.00 -
09/30/2022 - - - - 843,850.00
02/15/2023 - - 81,325.00 81,325.00 -
08/15/2023 675,000.00 4.000% 81,325.00 756,325.00 -
09/30/2023 - - - - 837,650.00
02/15/2024 - - 67,825.00 67,825.00 -
08/15/2024 705,000.00 4.000% 67,825.00 772,825.00 -
09/30/2024 - - - - 840,650.00
02/15/2025 - - 53,725.00 53,725.00 -
08/15/2025 730,000.00 4.000% 53,725.00 783,725.00 -
09/30/2025 - - - - 837,450.00
02/15/2026 - - 39,125.00 39,125.00 -
08/15/2026 765,000.00 5.000% 39,125.00 804,125.00 -
09/30/2026 - - - - 843,250.00
02/15/2027 - - 20,000.00 20,000.00 -
08/15/2027 800,000.00 5.000% 20,000.00 820,000.00 -
09/30/2027 - - - - 840,000.00
Total $7,870,000.00 -$2,248,323.61 $10,118,323.61 -
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Page 105 of 115
Preliminary
Georgetown Transportation Enhancement Corporation
$7,870,000 Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015
Springing DSRF
For Purposes of Illustration Only
Debt Service Schedule Part 2 of 2
Yield Statistics
Bond Year Dollars $55,398.06
Average Life 7.039 Years
Average Coupon 4.0584883%
Net Interest Cost (NIC)3.0472834%
True Interest Cost (TIC)2.8785460%
Bond Yield for Arbitrage Purposes 2.6951115%
All Inclusive Cost (AIC)3.0541734%
IRS Form 8038
Net Interest Cost 2.6830287%
Weighted Average Maturity 7.173 Years
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Page 106 of 115
Preliminary
Georgetown Transportation Enhancement Corporation
$7,870,000 Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015
Springing DSRF
For Purposes of Illustration Only
Escrow Fund Cashflow
Date Principal Rate Interest +Transfers Receipts Disbursements
Cash
Balance
06/25/2015 - - - - 0.38 - 0.38
08/15/2015 53,303.00 - 2,976.40 630,000.00 686,279.40 686,279.38 0.40
02/15/2016 160,523.00 0.090% 10,656.06 - 171,179.06 171,179.38 0.08
08/15/2016 8,125,616.00 0.260% 10,563.30 - 8,136,179.30 8,136,179.38 -
Total $8,339,442.00 -$24,195.76 $630,000.00 $8,993,638.14 $8,993,638.14 -
Investment Parameters
Investment Model [PV, GIC, or Securities]Securities
Default investment yield target Bond Yield
Cost of Investments Purchased with Fund Transfers 630,000.00
Cash Deposit 0.38
Cost of Investments Purchased with Bond Proceeds 8,339,442.00
Total Cost of Investments $8,969,442.38
Target Cost of Investments at bond yield $8,116,203.06
Actual positive or (negative) arbitrage (223,239.32)
Yield to Receipt 0.2584014%
Yield for Arbitrage Purposes 2.6951115%
State and Local Government Series (SLGS) rates for 5/05/2015
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Page 107 of 115
Preliminary
Georgetown Transportation Enhancement Corporation
$7,870,000 Senior Lien Sales Tax Revenue Refunding Bonds, Series 2015
Springing DSRF
For Purposes of Illustration Only
Summary Of Bonds Refunded
Issue Maturity Type
of
Bond Coupon
Maturity
Value Call Date Call Price
Dated 8/15/2010 | Delivered 8/15/2010
07 Sr lien sales tax rev bds 08/15/2015 Serial Coupon 4.000% 505,000 - -
07 Sr lien sales tax rev bds 08/15/2016 Serial Coupon 4.000% 525,000 - -
07 Sr lien sales tax rev bds 08/15/2017 Serial Coupon 4.000% 545,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2018 Serial Coupon 4.000% 570,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2019 Serial Coupon 4.125% 590,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2020 Serial Coupon 4.200% 615,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2021 Serial Coupon 4.250% 640,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2022 Serial Coupon 4.300% 670,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2023 Serial Coupon 4.375% 695,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2024 Term 1 Coupon 4.500% 730,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2025 Term 1 Coupon 4.500% 760,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2026 Term 2 Coupon 4.500% 795,000 08/15/2016 100.000%
07 Sr lien sales tax rev bds 08/15/2027 Term 2 Coupon 4.500% 830,000 08/15/2016 100.000%
Subtotal --$8,470,000 --
Total --$8,470,000 --
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Page 108 of 115
Preliminary
Georgetown Transportation Enhancement Corporation
$11,330,000 Senior Lien Sales Tax Revenue Bonds, Series 2007
Paying Agent: The Bank of New York
Call Option: August 15, 2016 @ par
Debt Service To Maturity And To Call
Date
Refunded
Bonds
Refunded
Interest D/S To Call Principal Coupon Interest Refunded D/S
08/15/2015 505,000.00 181,279.38 686,279.38 505,000.00 4.000% 181,279.38 686,279.38
02/15/2016 - 171,179.38 171,179.38 - - 171,179.38 171,179.38
08/15/2016 7,965,000.00 171,179.38 8,136,179.38 525,000.00 4.000% 171,179.38 696,179.38
02/15/2017 - - - - - 160,679.38 160,679.38
08/15/2017 - - - 545,000.00 4.000% 160,679.38 705,679.38
02/15/2018 - - - - - 149,779.38 149,779.38
08/15/2018 - - - 570,000.00 4.000% 149,779.38 719,779.38
02/15/2019 - - - - - 138,379.38 138,379.38
08/15/2019 - - - 590,000.00 4.125% 138,379.38 728,379.38
02/15/2020 - - - - - 126,210.63 126,210.63
08/15/2020 - - - 615,000.00 4.200% 126,210.63 741,210.63
02/15/2021 - - - - - 113,295.63 113,295.63
08/15/2021 - - - 640,000.00 4.250% 113,295.63 753,295.63
02/15/2022 - - - - - 99,695.63 99,695.63
08/15/2022 - - - 670,000.00 4.300% 99,695.63 769,695.63
02/15/2023 - - - - - 85,290.63 85,290.63
08/15/2023 - - - 695,000.00 4.375% 85,290.63 780,290.63
02/15/2024 - - - - - 70,087.50 70,087.50
08/15/2024 - - - 730,000.00 4.500% 70,087.50 800,087.50
02/15/2025 - - - - - 53,662.50 53,662.50
08/15/2025 - - - 760,000.00 4.500% 53,662.50 813,662.50
02/15/2026 - - - - - 36,562.50 36,562.50
08/15/2026 - - - 795,000.00 4.500% 36,562.50 831,562.50
02/15/2027 - - - - - 18,675.00 18,675.00
08/15/2027 - - - 830,000.00 4.500% 18,675.00 848,675.00
Total $8,470,000.00 $523,638.14 $8,993,638.14 $8,470,000.00 -$2,628,274.46 $11,098,274.46
Yield Statistics
Base date for Avg. Life & Avg. Coupon Calculation 6/25/2015
Average Life 6.718 Years
Average Coupon 4.3889095%
Weighted Average Maturity (Par Basis) 6.718 Years
Refunding Bond Information
Refunding Dated Date 6/25/2015
Refunding Delivery Date 6/25/2015
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Page 109 of 115
City of Georgetown, Texas
Transportation Enhancement Corp
May 20, 2015
SUBJECT:
Consideration and possible action to authorize payment to Williamson County for reimbursement
of previously allocated funds for Williams Drive improvements in the amount of $915,891. Micki
Rundell, CFO
ITEM SUMMARY:
On November 7, 2006, GTEC authorized payment to TXDOT for right of way acquisition for
the widening of Williams Drive. At that time, the widening project was anticipated to be done by
TXDOT. Unfortunately, funding was not available to undertake the project.
In January 2009, the City entered into an Interlocal Agreement (ILA) with Williamson County for
expansion of Williams Drive from DB Wood to FM 3405. The ILA agrees that 65% of the cost of
the project would be paid by the City, with the remainder being funded by the County. The City’s
estimated costs per the ILA were estimated to be approximately $5.1M. To date, the City has paid
$4.7M. In addition, Federal Funds (payable through a CAMPO grant) of $8.8M or 80% were to be
used in funding the project. The grant funds were administered by the City, and payable upon
receipt to the County. The County oversaw contract administration and construction of the project.
Cost of utility relocations and other cost overruns resulted in costs being greater than projected and
thus requiring additional funding from the City. In 2010, the City Council expected to fund an
additional $400,000 towards the project, but withheld final payment until the project was closed
out and reconciled by the County. At this point, cost overruns indicated an additional $1.2M in
City funding may be needed to cover these costs. Delays due to contractors, relocation of utilities
and other factors prevented the final closeout until early 2014. Williamson County provided the
reconcilement of the project in August 2014.
In 2013, TXDOT completed their closeout of the Williams Drive project, and refunded the City
$915,891 related to Williams Drive. Those funds were set aside to fund any additional costs
associated with Williams Drive.
This request is to authorize the payment of these funds to Williamson County to close out the
City’s final obligation related to Williams Drive.
FINANCIAL IMPACT:
na
SUBMITTED BY:
Micki Rundell (jk)
ATTACHMENTS:
Description Type
Misc Items on Williams Drive Backup Material
Page 110 of 115
Page 111 of 115
Page 112 of 115
Page 113 of 115
Page 114 of 115
Page 115 of 115