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Home My WebLink AboutAgenda_GEDCO_06.17.2016Notice of Meeting for the Georgetown Economic Dev elopment Corporation and the Gov erning Body of the City of Georgetown June 17, 2016 at 10:00 AM at the City Council Chambers, located at 101 E. 7th Street, Georgetown, TX 78626 The City o f G eo rgeto wn is committed to comp lianc e with the Americans with Dis abilities Ac t (ADA). If yo u req uire as s is tanc e in participating at a p ublic meeting d ue to a disability, as d efined und er the ADA, reas onab le as s is tance, ad ap tatio ns , or acc o mmo d ations will b e provid ed up o n req uest. P leas e c o ntact the City Sec retary's Office, at leas t three (3) days prior to the sc hed uled meeting d ate, at (512) 930-3652 o r City Hall at 113 Eas t 8th Street fo r add itional info rmation; TTY us ers ro ute through Relay Texas at 711. This is a SP E CIAL M EETING of the Ge orge town Ec onomic De ve lopme nt Corpor ation. Regular Session (This Regular S es s io n may, at any time, b e rec es s ed to convene an Exec utive S es s io n fo r any p urpose authorized b y the Op en Meetings Act, Texas Go vernment Co d e 551.) A Co nsideration and approval of the minutes o f the Geo rgeto wn Econo mic Development Corporatio n Regular Meetings held Mo nday, April 18 and Mo nday, May 16, 2016--Kevin Kelly, S ecretary B Pres entatio n, dis c us sion and possible action regard ing the Retail Strategy & Rec ruitment P lan - Jas o n Claunch, C atalys t Commerc ial, Inc . C Co nsideration of the May 31, 2016 Financ ial Reports -- Leigh Wallace, Financ e Manager, GEDCO, Finance Direc to r, COG D Dis cus s ion and pos s ible actio n to ad o pt the FY2017 proposed GEDCO bud get and set a d ate fo r the pub lic hearing on the p ro p o s ed bud get. Leigh Wallac e, Financ e Director, COG, F inance Manager, GEDCO E Sales tax pres entatio n regarding FY2016 and FY2017 projec ted s ales tax c o llectio ns. F Dis cus s ion and pos s ible actio n regarding the Projec t Progres s Rep o rt—Wayne Reed, Assistant City Manager -P erformance Agreement Report G Dis cus s ion, and p o s s ib le ac tion regard ing the P erfo rmanc e Agreement between G EDCO and the Georgetown Ind ep endent Sc hool District (GISD) - Wayne Reed , As s is tant C ity Manager H Dis cus s ion and pos s ible actio n regard the Performance Agreement b etween GEDCO and DiFus io n Technologies , Inc. - Wayne Reed , As s is tant C ity Manager I Actio n o ut o f Exec utive Session. Executiv e Session In compliance with the Op en Meetings Act, C hapter 551, Go vernment Code, Vernon's Texas Codes, Annotated, the items lis ted below will be d is c us s ed in closed s es s io n and are s ubjec t to actio n in the regular s es s io n. Page 1 of 59 J Sec. 551.071: CONSULTATION WITH ATTORNEY Co nsultation with attorney regarding legal is s ues related to agenda items and other matters in whic h (1) when the go vernmental body seeks the advic e o f its attorney ab o ut: (A) p ending o r c o ntemp lated litigatio n; o r (B) a s ettlement o ffer; o r (2) o n a matter in which the d uty of the attorney to the go vernmental body under the Texas Dis ciplinary Rules o f P ro fes s io nal Cond uc t o f the S tate Bar o f Texas clearly c o nflic ts with this chap ter. K Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Dis cus s ion and pos s ible actio n to d elib erate the p urc hase,exc hange, leas e or value of real property for purp o s es authorized b y the Development C o rp o ration Ac t which disc us s io n in o p en s es s io n would have adetrimental effect on negotiations with third pers ons . L Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Delib eratio n regarding commerc ial or financ ial info rmation that the corp o ration has rec eived fro m a bus iness pros pec t that the Georgetown Ec ono mic Develo p ment Co rp oratio n s eeks to have loc ate, stay, or exp and in or near the territory of the City o f Georgetown and with whic h the C o rp o ration is cond uc ting ec o nomic d evelopment nego tiatio ns; and/o r deliberatio n regarding the o ffer of a financ ial or o ther incentive to a bus iness p ro s p ect that the C o rp o ration seeks to have lo cate, s tay, o r exp and in o r near the territory o f the City o f Georgetown. CERTIFICATE OF POSTING I, Shelley No wling, C ity S ecretary fo r the C ity of Geo rgeto wn, Texas , d o hereby c ertify that this Notice of Meeting was p o s ted at City Hall, 113 E. 8th Street, a p lace read ily acc es s ible to the general p ublic at all times , on the ______ d ay o f __________________, 2016, at __________, and remained so p o s ted fo r at leas t 72 c o ntinuo us ho urs p receding the sc heduled time o f s aid meeting. ____________________________________ S helley No wling, City Sec retary Page 2 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Cons id eration and ap p ro val o f the minutes of the Georgetown Ec o nomic Develo p ment Co rp o ration Regular Meetings held Mond ay, Ap ril 18 and Mond ay, May 16, 2016--Kevin Kelly, Sec retary ITEM SUMMARY: ATTACHMENTS: 1. Draft Minutes for the Regular Meetings held Ap ril 18 and May 16, 2016 FINANCIAL IMPACT: None SUBMITTED BY: Shirley Rinn for Kevin Kelly, Co rp o rate Sec retary ATTACHMENTS: Description Type 4-18-16 minutes Cover Memo 5-16-min Cover Memo Page 3 of 59 GEDCO Minutes April 18, 2016 Page 1 of 2 Minutes of the Meeting of the Georgetown Economic Development Corporation And the Governing Body of the City of Georgetown, Texas April 18, 2016 The Georgetown Economic Development Corporation of the City of Georgetown, Texas, met on Monday, April 18, 2016. Members Present: Kevin Kelly, Rachel Jonrowe, Bill Mateja, Jeff Parker, Steve Fought, Steve Klein, Hugh Brown Staff Present: David Morgan, City Manager; Wayne Reed, Assistant City Manager; Conchita Gusman, Economic Development Program Manager; Laurie Brewer, Assistant City Manager; Leah Wallace, Finance Director; Tina Dunbar, Administrative Assistant MINUTES Call to Order at 4:00 PM Legislative Regular Session A. Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, March 21, 2016. Motion by Jonrowe, second by Klein to approve the March 21, 2016 minutes. (Approved 7-0) B. Consideration of the March 2016 Financial Reports. Leigh Wallace presented the March 2016 financial report. C. Presentation, discussion and possible action regarding the Teas Life-Sciences Collaboration Center. Michael Douglas, Ph.D., Executive Director of the TLCC gave a presentation on the TLCC and answered questions from the Board. Page 4 of 59 GEDCO Minutes April 18, 2016 Page 2 of 2 D. Discussion and possible action regarding the Projec t Progress Report—David Morgan, City Manager Morgan provided an update of the Project Progress Report. Adjorn at 4:55 p.m. Attest: ______________________________ ___________________________________ Kevin Kelly, Corporate Secretary Hugh Brown, President Page 5 of 59 GEDCO Minutes May 16, 2016 Page 1 of 2 Minutes of the Meeting of the Georgetown Economic Development Corporation And the Governing Body of the City of Georgetown, Texas May 16, 2016 The Georgetown Economic Development Corporation of the City of Georgetown, Texas, met on Monday, May 16, 2016. Members Present: Kevin Kelly, Rachel Jonrowe, Bill Mateja, Jeff Parker, Hugh Brown Members Absent: Steve Fought, Steve Klein Staff Present: David Morgan, City Manager/General Manager; Wayne Reed, Assistant City Manager; Conchita Gusman, Economic Development Program Manager; Leah Wallace, Finance Director/Finance Manager; Shirley Rinn, Executive Assistant to the City Manager, Andreina Davila, Project Coordinator Others in Attendance: Karen Sheldon, Chamber of Commerce President MINUTES Call to Order at 4:02 PM Legislative Regular Session A. Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, May 18, 2016--Kevin Kelly, Secretary The consideration of the approval of the April 18, 2016 Minutes will be tabled until the next GEDCO Board meeting due to posting error. B. Presentation, discussion, and possible action regarding the Performance Agreement between GEDCO and the Georgetown Independent School District--- David Morgan, General Manager Morgan introduced the item and provided a brief overview of the Performance Agreement GEDCO has with GISD. Dan Weyant, with GISD provided a PowerPoint Presentation regarding an update of the accomplishments of the Engineering Program at GISD to date, as well as the accomplishment of students who have completed the program. One of the GISD students, Kelsey Krupicka, addressed the Board to tell them about her experience participating in the Engineering Program at GISD, as well as her future goals. She also spoke to the Board about some ideas for some recognition programs for the students who participate. Dan Weyant then provided an overview of a new program related to aerospace engineering that GISD will be implementing in the coming year. Page 6 of 59 GEDCO Minutes May 16, 2016 Page 2 of 2 Morgan told the Board that there is approximately $17,000 remaining in the funds that were awarded under the terms of the current Performance Agreement. GISD would like the GEDCO Board to consider allowing the remaining funding to be used for the new aerospace engineering program both for equipment and other aspects of the program. Morgan told the Board that there would need to be some modifications to the current Performance Agreement and that the information provided in this meeting was to give the Board an overview of the request and provide them the opportunity to ask questions and provide feedback. There was a brief discussion regarding participation of female students in the program and Wayant confirmed they are tracking and recruiting girls into the program. C. Consideration of the April 2016 Financial Report -- Laurie Brewer, Assistant City Manager, Leigh Wallace, Finance Manager, GEDCO Leigh Wallace presented the April 2016 financial report. There was a brief discussion regarding the unallocated funding for Projects and what the strategy/strategies are for utilizing those funds. D. Discussion and possible action regarding the Project Progress Report—David Morgan, City Manager -Performance Agreement Report -Retail Study and Recruitment Plan -Other Projects Morgan told the Board that at the next meeting they would be providing an update to the Board on the terms and conditions of all of the Performance Agreements. Wayne Reed provided a timeline and update on the Retail Study and Recruitment Plan. He specifically let them know that on June 15-17, 2016 Catalyst will be interviewing community stakeholders. The Board scheduled a Special Board Meeting on June 17th at 10:00 a.m. for an update from Jason Claunch with Catalyst, as well as any items that were planned for the regular meeting that would have been held on June 20th. E. Action out of Executive Session. There was no action out of Executive Session. Motion by Mateja, second by Jonrowe to adjourn. Adjourn at 5:10 p.m. ATTEST: ______________________________ ___________________________________ Kevin Kelly, Corporate Secretary Hugh Brown, President Page 7 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Presentatio n, d is c us s io n and p o s s ib le ac tion regarding the Retail Strategy & R ec ruitment Plan - Jason Claunc h, Catalys t C o mmercial, Inc. ITEM SUMMARY: The City o f G eo rgeto wn and the Geo rgeto wn Ec o nomic Development Corp o ration (GEDCO) have p artnered with Catalys t Co mmercial, a lead ing expert in retail rec ruitment, marketing and s trategy, to cond uc t a retail market analysis and create a R etail Strategy and Rec ruitment Plan c us to mized for Geo rgeto wn. Thro ugh this plan, we will meas ure the current retail environment, address the types and lo catio ns o f retail o utlets that will b e most benefic ial for the c itizens and suc c es s ful for b usines s es , and create a mo re d ivers ified retail enviro nment in our c o mmunity. Once the plan is c o mp leted, the City’s Ec o nomic Develo p ment professionals will us e it to recruit retailers to o ur co mmunity. Yo ur input is needed in o rd er to plac e Geo rgeto wn in the b es t p os itio n to attract new retailers, expand job o p p o rtunities and imp ro ve o ur quality of life. FINANCIAL IMPACT: None SUBMITTED BY: Wayne Reed, As s is tant City Manager Page 8 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Cons id eration o f the May 31, 2016 Financial R ep o rts -- Leigh Wallac e, Financ e Manager, GEDCO, Financ e Direc tor, COG ITEM SUMMARY: See Attachments FINANCIAL IMPACT: None SUBMITTED BY: Leigh Wallace, Financ e Manager, GEDCO, Financ e Directo r, COG. ATTACHMENTS: Description Type 5-16 financial Cover Memo Page 9 of 59 GEDCO Board Meeting Date: June 17, 2016 Item No. __________ GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM COVER SHEET _________________________________________________________________ SUBJECT: Consideration of the May 31, 2016 Financial Reports. Leigh Wallace, Finance Manager, GEDCO, Finance Director, COG. _________________________________________________________________ ITEM SUMMARY: The corporate bylaws require the Finance Manager to present the monthly financial reports to the Board. Included in these reports will be: • Financial reports • Sales Tax revenues • Monthly expenditures • Any other relevant financial information Sales tax revenue is two months in arrears. Included in this report is the sales tax revenue collected in May for sales in March. Payments made to vendors for the month of May is also included. ATTACHMENTS: Monthly Financial Reports Sales Tax History SUBMITTED BY: Leigh Wallace Finance Manager, GEDCO Finance Director, COG Page 10 of 59 YEAR-END YEAR-END Approved APPROVED MAY-16 YEAR TO DATE YEAR-END VARIANCE % VARIANCE Budget BUDGET W/ENCUMB W/ENCUMB PROJECTION FAV(UNFAV)FAV(UNFAV) BEGINNING BALANCE 5,370,479 5,370,479 5,378,900 8,421 0.2% OPERATING REVENUES Sales Tax 1,345,313 1,345,313 129,405 709,305 1,406,750 61,437 4.6% Interest 7,500 7,500 2,391 13,939 12,427 4,927 65.7% Miscellaneous Revenue 0 0 0 50,020 56,750 56,750 NA Lease Revenue (Grape Creek)48,000 48,000 4,000 32,000 48,000 0 0.0% Total Operating Revenues 1,400,813 1,400,813 135,796 805,264 1,523,927 123,114 8.8% OPERATING EXPENDITURES Debt Service 106,694 106,694 0 16,133 106,694 0 0.0% Bond Issuance Costs 87,500 87,500 16,711 18,224 18,224 69,276 79.2% Interlocal Agreement 211,200 211,200 13,411 136,611 136,611 74,589 35.3% Supplies 300 300 0 2 2 298 99.3% Special Services 7,500 7,500 0 0 0 0 0.0% Travel & Training 1,500 1,500 0 730 730 770 51.3% Promotional & Marketing Program 81,000 81,000 0 25,552 25,552 0 0.0% Miscellaneous Expense 2,500 2,500 0 0 11,429 (8,929)(357.2%) Total Operating Expenditures 498,194 498,194 30,122 197,252 299,242 136,004 27.3% TOTAL NET OPERATIONS 902,619 902,619 105,674 608,012 1,224,685 (12,890)(1.4%) NON-OPERATING REVENUES Bond Proceeds 3,100,000 3,100,000 2,977,185 2,977,185 2,977,185 (122,815)(4.0%) Premium on Bond Issuance 0 0 141,562 141,562 141,562 141,562 NA Total Non-Operating Revenues 3,100,000 3,100,000 3,118,747 3,118,747 3,118,747 18,747 0.6% NON-OPERATING EXPENDITURES DisperSol 200,000 200,000 0 20,000 20,000 180,000 90.0% Economic Development Projects -Undetermined 4,159,774 4,059,774 0 0 0 4,059,774 100.0% Georgetown ISD 109,496 109,496 0 0 15,649 93,847 85.7% Rivery 4,500,000 4,500,000 0 0 4,500,000 0 0.0% Tasus 67,500 67,500 0 0 0 67,500 100.0% Texas Life Sciences -100,000 0 100,000 100,000 0 0.0% Total Non-Operating Expenditures 9,036,770 9,036,770 0 120,000 4,635,649 4,401,121 48.7% TOTAL NET NON-OPERATIONS (5,936,770)(5,936,770)3,118,747 2,998,747 (1,516,902)(4,382,374)73.8% EXCESS (DEFICIENCY) OF TOTAL REVENUE OVER TOTAL REQUIREMENTS (5,034,151)(5,034,151)3,224,421 3,606,759 (292,217)4,741,934 (94.2%) ENDING BALANCE 336,328 336,328 5,086,683 4,750,355 1,412.4% RESERVED ENDING BALANCE 336,328 336,328 351,688 Georgetown Economic Development Corporation Fund Year End Projection to Approved as of May 2016 Page 11 of 59 As of May 31, 2016 Georgetown Economic Development Corporation Sales Tax History Variance % Var. MONTH [a]2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 To FY 15 To FY 15 October 66,121$ 70,264$ 86,324$ 91,863$ 98,094$ 106,050$ 7,956$ 8.11% November 77,461 74,472 82,083 99,552 102,891 112,766 9,875$ 9.60% December 116,780 111,968 117,582 134,682 143,774 148,200 4,426$ 3.08% January 67,968 73,177 82,714 89,357 87,695 96,563 8,868$ 10.11% February 57,904 72,946 77,890 86,901 89,107 108,117 19,010$ 21.33% March 108,015 105,822 115,564 114,355 123,951 133,492 9,541$ 7.70% April 72,100 81,362 84,420 106,002 102,671 108,977 6,306$ 6.14% May 73,307 80,919 94,412 112,572 95,699 June 101,012 99,664 114,132 123,306 130,589 July 69,781 89,969 92,765 102,435 108,994 August 75,202 85,792 92,735 98,015 102,888 September 89,831 88,334 125,197 119,473 125,201 Total 975,483$ 1,034,688$ 1,165,819$ 1,278,513$ 1,311,554$ 814,165$ 65,982$ YTD 494,250 508,648 562,158 616,710 645,512 705,188 65,982 10.22% Notes: [a]Sales tax revenue from the State Comptroller is received two months in arrears. Sales tax for April will actually be received in June $- $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 Re v e n u e s Sales Tax 3 Year Trend 2013-14 2014-15 2015-16 Page 12 of 59 Page 13 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Disc ussion and p o s s ib le ac tion to adopt the F Y2017 p ro p o s ed GEDCO budget and s et a date for the p ublic hearing o n the proposed b udget. Leigh Wallace, F inance Direc tor, C OG, Financ e Manager, GEDCO ITEM SUMMARY: The p ro p o s ed FY 2017 GEDCO bud get includes p ro jects identified fo r fund ing along with ad ministrative costs and to tal funding req uirements. The p ro p o s ed FY 2017 bud get identifies revenues and spec ific p ro jects planned for the up coming year, as well as , costs as s o c iated with past debt issues . • Proposed F Y 2017 Budget Presentatio n • Proposed F Y 2017 Budget Fund Sc hedule • Proposed F Y 2017 Revenue Detail • Proposed F Y 2017 Exp enditure Detail • Proposed F Y 2017 Ad ministrative Co ntrac t SP ECIAL CO NS IDERAT IONS : Counc il is s cheduled to take actio n o n all c omponents of the F Y 2017 b udget in S ep tember 2016. FINANCIAL IMPACT: none SUBMITTED BY: Leigh Wallace, Financ e Directo r, COG, Financ e Manager, GEDCO ATTACHMENTS: Description Type Budget 2017 Cover Memo Page 14 of 59 Meeting Date: June 17, 2016 Item No. __________ GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM COVER SHEET SUBJECT: Discussion and possible action to adopt the FY2017 proposed GEDCO budget and set a date for the public hearing on the proposed budget. Leigh Wallace, Finance Director, COG, Finance Manager, GEDCO ITEM SUMMARY: The proposed FY 2017 GEDCO budget includes projects identified for funding along with administrative costs and total funding requirements. The proposed FY 2017 budget identifies revenues and specific projects planned for the upcoming year, as well as, costs associated with past debt issues. • Proposed FY 2017 Budget Presentation • Proposed FY 2017 Budget Fund Schedule • Proposed FY 2017 Revenue Detail • Proposed FY 2017 Expenditure Detail • Proposed FY 2017 Administrative Contract SPECIAL CONSIDERATIONS: Council is scheduled to take action on all components of the FY 2017 budget in September 2016. SUBMITTED BY: Leigh Wallace Finance Director, COG Finance Manager, GTEC Page 15 of 59 FY2017 Annual Budget Georgetown Economic Development Corporation FY2017 Draft Budget 6-17-16 Page 16 of 59 FY2017 Annual Budget GEDCO Budget Process •GEDCO -“component unit” of the City –GEDCO Board recommends budget to City Council –City Council adopts in August/September •Guided by GEDCO Fiscal and Budgetary Policy •GEDCO projects in collaboration with Economic Development Department Page 17 of 59 FY2017 Annual Budget GEDCO Budget Process •GEDCO budget developed annually –Includes known economic development projects and agreements –Debt service –from previously issued debt for projects –Administrative costs •Staff, overhead, project management –Revenue estimates for upcoming year Page 18 of 59 FY2017 Annual Budget Revenue •Sales tax increase of 4.5% for 2016 Projected Year-end and 2017 Budget –Impact is $60K each year •Grape Creek Lease Revenue •Repayments from performance contracts •No new bond proceeds in 2017 Page 19 of 59 FY2017 Annual Budget Expenditures •Retail Strategy and Recruitment Plan $24K •Tasus $6K •Dispersol $60K •Debt Service Payments –$211K for previously issued debt on Rivery project •Operations Expenses $100K •Funding available for undetermined projects –$5.5M Page 20 of 59 FY2017 Annual Budget Administrative Contract 2016 •Complex methodology calculating individual staff hours •GEDCO Budget: $211,200 •Significant savings in City’s Joint Services fund in current year due to staff vacancies •Credit applied to all paying funds Citywide •GEDCO Projection: $136,611 Page 21 of 59 FY2017 Annual Budget Administrative Contract 2017 •Simple methodology calculating percent of total costs based upon estimate of staff support –Economic Development Department 20% –Legal Department 12.5% •Joint Services fund balance credit applied Citywide •GEDCO Budget: $197,722 Page 22 of 59 420 - GEDCO FY2015 Actual FY2016 Budget FY2016 Projected FY2017 Base FY2017 Changes FY2017 Budget Beginning Fund Balance 4,604,917 5,370,479 5,378,901 5,015,684 - 5,015,684 Revenues FY2015 Actual FY2016 Budget FY2016 Projected FY2017 Base FY2017 Changes FY2017 Budget Bond Proceeds - 3,100,000 3,118,747 - - - Interest and Other 67,664 7,500 69,177 70,721 - 70,721 Sales Tax 1,311,553 1,345,313 1,406,750 1,468,750 - 1,468,750 Transfers - - - - - - Lease Revenue 46,028 48,000 48,000 48,000 - 48,000 Grand Total 1,425,245 4,500,813 4,642,674 1,587,471 - 1,587,471 Expenses FY2015 Actual FY2016 Budget FY2016 Projected FY2017 Base FY2017 Changes FY2017 Budget Debt Service - 87,500 18,224 211,463 - 211,463 Operating 285,671 304,000 174,324 298,343 - 298,343 Transfer 99,783 106,694 106,694 115,839 - 115,839 Eco Devo Proj 269,000 9,036,770 4,706,649 5,610,322 - 5,610,322 Grand Total 654,454 9,534,964 5,005,891 6,235,967 - 6,235,967 FY2015 Actual FY2016 Budget FY2016 Projected FY2017 Base FY2017 Changes FY2017 Budget Ending Fund Balance 5,375,708 336,328 5,015,684 367,188 - 367,188 Reserved Rivery Project 1,500,000 - - - - - CAFR Adjustment 3,193 - - - - - Contingency 343,219 336,328 351,688 367,188 - 367,188 Available Fund Balance 3,529,296 - 4,663,996 - - - Page 23 of 59 Account Gl Mapping FY2015 Actual FY2016 Budget FY2016 Projected FY2017 Base FY2017 Changes FY2017 Budget 420-4-0000-49-108 TRANSFER IN, UTILITIES Transfers - - - - - - 420-4-0901-40-105 SALES TAX Sales Tax 1,311,553 1,345,313 1,406,750 1,468,750 - 1,468,750 420-4-0901-42-100 ALLOCATED INTEREST Interest and Other 427 - 427 400 - 400 420-4-0901-42-110 DIRECT INTEREST Interest and Other 10,487 7,500 12,000 10,000 - 10,000 420-4-0901-44-105 MISCELLANEOUS REVENUE Interest and Other 56,750 - 56,750 60,321 - 60,321 420-4-0901-45-102 LEASE REVENUE Lease Revenue 46,028 48,000 48,000 48,000 - 48,000 420-4-0901-47-100 BOND PROCEEDS Bond Proceeds - 3,100,000 2,977,185 - - - 420-4-0901-47-105 PREMIUM ON BOND ISSUANCE Bond Proceeds - - 141,562 - - - 1,425,245 4,500,813 4,642,674 1,587,471 - 1,587,471 Page 24 of 59 Account Gl Mapping FY2015 Actual FY2016 Budget FY2016 Projected FY2017 Base FY2017 Changes FY2017 Budget 420-5-0000-51-993 TRANSFER OUT - ISF Transfer - - - - - - 420-5-0000-51-998 TRANSFER OUT - UTILITIES Transfer - - - - - - 420-5-0902-51-110 OFFICE SUPPLIES Operating - 300 2 300 - 300 420-5-0902-51-310 CONTRACT & LEASES Operating 192,108 211,200 136,611 197,722 - 197,722 420-5-0902-51-330 SPECIAL SERVICES Operating 2,500 7,500 - 7,500 - 7,500 420-5-0902-51-333 LEGAL FEES Operating - - - - - - 420-5-0902-51-340 CONTRACTS - OTHER Operating 9,750 2,500 11,429 10,321 - 10,321 420-5-0902-51-350 PROMO & MKTING PROGRAMS Operating 80,937 81,000 25,552 81,000 - 81,000 420-5-0902-51-430 UTILITIES Operating - - - - - - 420-5-0902-51-630 TRAVEL & TRAINING Operating 376 1,500 730 1,500 - 1,500 420-5-0902-51-900 DEPRECIATION Operating - - - - - - 420-5-0902-51-970 ADMINISTRATION ALLOCATION Operating - - - - - - 420-6-0901-60-001 TRANSFER OUT-INTEREST Transfer 99,783 106,694 106,694 115,839 - 115,839 420-6-0901-60-002 TRANSFER OUT, JNT SVCS Transfer - - - - - - 420-6-0901-60-003 TRANSFER OUT, UTILITIES Transfer - - - - - - 420-6-0901-60-100 PRINCIPAL REDUCTION Debt Service - - - 100,000 - 100,000 420-6-0901-60-200 INTEREST EXPENSE Debt Service - - - 111,463 - 111,463 420-6-0901-60-300 BOND ISSUANCE COSTS Debt Service - 87,500 18,224 - - - 420-9-0902-90-000 CAPITAL EXPENSES Eco Devo Proj - - - - - - 420-9-0980-90-001 ECONOMIC DEVEL PROJECTS Eco Devo Proj - 3,988,774 - 5,470,322 - 5,470,322 420-9-0980-90-002 LOADING DOCK Eco Devo Proj - - - - - - 420-9-0980-90-003 SMITH BRANCH W.FORK INT Eco Devo Proj - - - - - - 420-9-0980-90-004 VISTA SOLUTIONS Eco Devo Proj - - - - - - 420-9-0980-90-005 ORTHOPEUTICS, LC Eco Devo Proj - - - - - - 420-9-0980-90-006 LOADING DOCK Eco Devo Proj - - - - - - 420-9-0980-90-007 TEXAS OUTDOOR POWER EQUIP Eco Devo Proj - - - - - - 420-9-0980-90-008 AIRBORN Eco Devo Proj - - - - - - 420-9-0980-90-009 OLD FIRE 1 TRUCK BAYS REDEV Eco Devo Proj - - - - - - 420-9-0980-90-010 RINGDALE Eco Devo Proj - - - - - - 420-9-0980-90-011 RADIX Eco Devo Proj - - - 50,000 - 50,000 420-9-0980-90-012 TEXAS LIFE SCIENCES Eco Devo Proj 150,000 100,000 100,000 - - - 420-9-0980-90-013 LONE STAR CIRCLE OF CARE Eco Devo Proj - - - - - - 420-9-0980-90-014 GEORGETOWN WINERY Eco Devo Proj - - - - - - 420-9-0980-90-015 GRAPE CREEK WINERY Eco Devo Proj - - - - - - 420-9-0980-90-016 CITY OFFICE BUILDING PURCHASE Eco Devo Proj - - - - - - 420-9-0980-90-017 TLCC: DIFUSION TECH Eco Devo Proj - - - - - - 420-9-0980-90-018 GEORGETOWN ISD Eco Devo Proj - 109,496 15,649 - - - 420-9-0980-90-019 RIVERY Eco Devo Proj - 4,500,000 4,500,000 - - - 420-9-0980-90-020 STI Eco Devo Proj - - - - - - 420-9-0980-90-021 SPECULATIVE COMMERCIAL BLDG Eco Devo Proj - - - - - - 420-9-0980-90-022 RADIATION DETECTION COMPANY Eco Devo Proj - - - - - - 420-9-0980-90-023 FREEPORT EXEMPTION STUDY Eco Devo Proj - - - - - - 420-9-0980-90-024 MOLECULAR TEMPLATES INC Eco Devo Proj 69,000 - - - - - 420-9-0980-90-025 TASUS Eco Devo Proj - 67,500 - 6,000 - 6,000 420-9-0980-90-026 DISPERSOL TECHNOLOGIES, LLC Eco Devo Proj 50,000 200,000 20,000 60,000 - 60,000 420-9-0980-90-027 CATALYST COMMERCIAL Eco Devo Proj - 71,000 71,000 24,000 - 24,000 654,454 9,534,964 5,005,891 6,235,967 - 6,235,967 Page 25 of 59 1 ADMINISTRATIVE SERVICES CONTRACT BETWEEN THE CITY OF GEORGETOWN, TEXAS AND THE GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR SERVICES ("Contract") is made by and between the City of Georgetown, 113 East 8th Street, Georgetown, Texas 78626, hereinafter called "City" and the Georgetown Economic Development Corporation, having its principal business address at 113 East 8th Street, Georgetown, Texas 78626, hereinafter called "Corporation" for the purpose of contracting for administrative services of the staff and employees of the City. WITNESSETH WHEREAS, on May 7, 2005 the City established the Corporation pursuant to Secion 4A of the Economic Development Corporation Act of 1979, as amended (Vernon's Rev. Civ. Stat. Ann., Article 5190.6. § 4(A), as amended) (the “Act”) to promote and develop new and expanded business enterprises on behalf of the City of Georgetown. WHEREAS, on June 21, 2005 the City Council approved the Articles of Incorporation for the Corporation. WHEREAS, on December 13, 2005 the Board of Directors of the Corporation approved the Bylaws of the Corporation. WHEREAS, on January 10, 2006 the City Councl approved the Bylaws of the Corporation. WHEREAS, Section 3.08 of said Bylaws provide that the City and the Corporation shall execute an administrative services contract for the services to be provided to the Corporation by the City by the General Manager, Finance Director, City Attorney, and other City personnel, services or functions, pursuant to. Section 2(4) of the Act, which authorizes the Corporation to pay administrative and legal expenses which are necessary or incidental to placing a project into operation; and WHEREAS. the City and Corporation desire to contract for administrative services described as follows: the services provided by the City Manager, Finance Director, the staff and employees of the City's Finance and Administration Division, and the Economic Development Department, as well as, the City Attorney's Office. AGREEMENT NOW, THEREFORE, the City and Corporation, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows: Page 26 of 59 2 ARTICLE I SCOPE OF SERVICES TO BE PROVIDED BY CITY The City will furnish items and perform those services for fulfillment of the Contract as identified in the Bylaws of the Corporation. ARTICLE 2 CONTRACT PERIOD This Contract shall begin at the start of business on October 1, 2016 and terminate at the close of business on September 30, 2017 unless extended by written supplemental agreement duly executed by the Corporation and the City prior to the date of termination. Any work performed or cost incurred prior to the date of this contract and after estabilishment of the Corporation, will be reimbursemented as in the terms of the Contract. ARTICLE 3 CONTRACT PRICE Corporation shall pay City for the services contemplated herein as follows: 1. For all administrative and legal services, the monthly flat fee of $16,477 as identified in Attachment A. External third party legal services will be billed separately as needed. ARTICLE 4 PAYMENT PROCEDURES The Corporation shall pay the City $16,477 per month on the first of each month, begininng on October 1, 2016, during the term of this Agreement. In addition, the Corporation shall pay for all external legal or other professional services invoices pursuant to the Article 3 within thirty (30) days of receipt. ARTICLE 5 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of the Corporation and shall be furnished to the Corporation upon request. Release of information to the public shall be subject to and in conformance with the Texas Public Information Act. ARTICLE 6 SUSPENSION As authorized by Section 3.08 of the Corporation’s Bylaws, the City may suspend services under this Contract without committing a breach of its terms upon the occurrence of any of the following: Page 27 of 59 3 (1) The City Manager does not approve of the utilization of any or all services; (2) The City Manager feels the City is not receiving reasonable compensation for any or all services; or (3) The performance of a service materially interferes with the other duties of the affected City personnel. ARTICLE 7 TERMINATION The Contract may be terminated before the stated termination date by any of the following conditions: (1) By mutual written agreement and consent; or (2) By either party, upon the failure of the other party to fulfill its obligations as set forth herein; or (3) By either party for reasons of its own and without the consent of the other party, provided that at least thirty (30) days written notice is provided to the other party. The termination of this Contract and payment of an amount in settlement as prescribed in Article 3, above shall extinguish all rights, duties, and obligations of the City and the Corporation under this Contract. ARTICLE 8 INDEMINIFICATION Corporation's Indemnification. The Corporation agrees, to the extent permitted by law, to save harmless the City and its agents, officers and employees from all claims and liability due. to activities of itself, its agents, officers, or employees, performed under this Contract and which are caused by or result from error, omission, or negligent act of the Corporation or of the Corporation’s agents, officers, and employees. The Corporation shall also save harmless the City and its agents, officers, and employees from any and all expense, including, but not limited to, attorney fees which may be incurred by the City in litigation or otherwise resisting said claim or liabilities which may be imposed on the City as a result of such activities by the Corporation, its agents, officers, or employees. This indemnity shall not include claims based upon or arising out of the willful misconduct of City, its agents, officers or employees. Further, this indemnity shall not require payment of a claim by City or its agents, officers or employees as a condition precedent to City's recovery under this provision. City's Indemnification. The City agrees, to the extent permitted by law, to save harmless the Corporation and its agents, officers, and employees from all claims and liability due to activities of itself, its agents, officers, or employees, performed under this Contract and which are caused by or result from error, omission, or negligent act of the City or the City’s agents, officers, or employees. The City shall also save harmless the Corporation from any and all expense, including, but not limited to, attorney fees which my be incurred by the Corporation in litigation or otherwise resisting said claim or liabilities which may be imposed on the Corporation as a result of such activities by the City, its agents, officers, or employees. This indemnity shall not include claims based upon or arising out of the willful misconduct of Corporation, its agents, officers or employees. Further, this indemnity shall not require payment of a claim by Corporation or its officers Page 28 of 59 4 or employees as a condition precedent to Corporation's recovery under this provision. ARTICLE 9 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. ARTICLE 10 PRIOR CONTRACTS SUPERSEDED This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. ARTICLE 11 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: For City: City Manager City of Georgetown P.O. Box 409 Georgetown, Texas 78626 For Corporation: General Manager Georgetown Economic Development Corporation P.O. Box 409 Georgetown, Texas 78626 Page 29 of 59 5 ARTICLE 12 SIGNATORY WARRANTY The undersigned signatory or signatories for the parties hereby represent and warrant that the signatory is an officer of the organization for which be or she has executed this Contract and that he or she has full and complete authority to enter into this Contract on behalf of the firm. The above-stated representations and warranties arc made for the purpose of inducing the other party to enter into this Contract. IN WITNESS HEREOF, the City and the Corporation have executed these presents in duplicate on this the ____ day of_________, 2016. GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION By: Printed Name: Title: ATTEST: By: Printed Name: Title: CITY OF GEORGETOWN By: Printed Name: Dale Ross Title: Mayor ATTEST: By: Printed Name: Shelley Nowling Title: City Secretary APPROVED AS TO FORM: Charles McNabb City Attorney Page 30 of 59 6 Attachment A GEDCO Administrative Allocation 2017 Monthly Economic Development Department 20% 85,863 7,155 Legal Department 12.5% 111,859 9,322 Total 197,722 16,477 Page 31 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Sales tax pres entation regard ing F Y2016 and F Y2017 p ro jected sales tax c ollec tions . ITEM SUMMARY: Paul Diaz, Bud get Manager fo r the City, will pres ent informatio n o n s ales tax forec as ting and Geo rgeto wn s ales tax p rojec tions . FINANCIAL IMPACT: none SUBMITTED BY: Paul Diaz, Bud get Manager ATTACHMENTS: Description Type 6-2016 s ales tax doc Cover Memo Page 32 of 59 FY2017 Annual Budget FY2017 Sales Tax Process Page 33 of 59 FY2017 Annual Budget Sales Tax Process •Confidential Report from the State •Roughly 8,000 lines of data every month. •Put the information into groups related to Sector, Subsector, Area, and other identifiers. Page 34 of 59 FY2017 Annual Budget Sales Tax Process ID Name Sector Code Date Amount 1231423123 Paul’s Pizza Shack 721231 11/2015 321.12 9879879874 Diaz’s Diner 721231 10/2015 456.12 8888781310 Pablo’s Pet Shop 541254 3/2016 1201.12 Page 35 of 59 FY2017 Annual Budget Sales Tax Process •Roll the individual data into the aggregate. –Identify Trends •By Sector •By Subsector •By Area •By Multiple Time Periods –Use different trend techniques to forecast. Page 36 of 59 FY2017 Annual Budget Clustering in Data •“There is no silver bullet, but there is a golden buckshot”. Page 37 of 59 FY2017 Annual Budget Consistency in Data Page 38 of 59 FY2017 Annual Budget Consistency in Data Page 39 of 59 FY2017 Annual Budget FY2016 Projections Page 40 of 59 FY2017 Annual Budget Projections •FY2016: $22,500,000 or 4.5% over budget –Directly tied to growth –Austin MSA has been insulated for the crash of the oil market (Dec. 2014). –Consumption two-thirds of the economy. •FY2017: $23,500,000 or 4.44% over projected year end. Page 41 of 59 FY2017 Annual Budget Questions Page 42 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Disc ussion and p o s s ib le ac tion regard ing the P ro ject P ro gress Report—Wayne R eed , As s is tant City Manager -P erformance Agreement Report ITEM SUMMARY: The GEDCO Board has req uested that staff p ro vide a projec t p ro gress and s tatus report at eac h meeting o n all of the ac tive p ro jects disc ussed b y the Bo ard . FINANCIAL IMPACT: N/A SUBMITTED BY: David S. Morgan, C ity Manager ATTACHMENTS: Description Type Report Cover Memo Page 43 of 59 Name Description Approved by Council Funded Monitoring Compliance Citigroup $1.3 Million Grant for wastewater infrastructure disbursed in April 2008. 12/12/2006 Funded April 2008 Yes, Final compliance date is Dec. 2018 DiFusion Technologies (2) Provide an extension of time for Difusion to retain unlimited access to the ICP Spectrometor (equipment) under a lease agreement with the TLCC for a year. At the end of the Agreement, Difusion will purchase the Spectometor from GEDCO for $112,000.00. Agreement Approved by GEDCO on December 21, 2015 and Council on January 12, 2016.1/12/2016 No funding involved Yes, Final Compliance September 30, 2017 DisperSol Provide a grant of $250,000 for job creation related to expansion of manufacturing facilities. Approved by the GEDCO Board on August 18, 2014. Company earned $50K (= 10 eligible positions at $10/job). Check delivered 4/17/15 to company. Company earned $20K for creation of 4 net new jobs @ $5K/job incentive. Check delivered 5/9/16 10/16/2014 Partially Funded Yes. Final Compliance February 15, 2019 Georgetown Indpendent School District Provided a grant not to exceed $200,560 for the purchase of qualified expenditures related to the equipment for the Engineering Program and Laboratories at Georgetown and East View High Schools. GISD will offer the MSSC Certifications, implement a Job Placement Program, provide and annual report and annual tour of the facilities to the GEDCO Board. Agreement was approved by GEDCO on September 17, 2012 and the City Council on September 25, 2012. The GEDCO Board approved the GISD request to amend the Performance Agreement to allow the purchase different equipment than outlined in the original agreement on November 18, 2013. 9/25/2012 Partially Funded. Yes. Final Compliance based on funding available. Georgetown Winery Provide a grant not to exceed $70,000 for Qualified Expenditures described as equipment for wine production and an agreement to maintain and operate the existing winery in Georgetown. Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. 8/23/2011 Funded Yes, Final Compliance Date is June 30, 2016 Grape Creek Provide a grant not to exceed $447,000 for Qualified Expenditures for the lease/purchase and future site improvements at 101 E. 7th Street and 614 Main Street for the operation of a winery on the Downtown Square in Georgetown Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. Fourth Amended Performance Agreement, Lease Agreement, and Promissory Note was approved by GEDCO on August 20, 2012 and by the City Council on August 28, 2012. TIRZ Agreement for $60,000 approved by City Council on 9-11-12. 8/23/2011 Funded Yes, Final Compliance is March 2018. GEDCO PERFORMANCE AGREEMENTS STATUS REPORT June 17, 2016 Page 44 of 59 Name Description Approved by Council Funded Monitoring Compliance GEDCO PERFORMANCE AGREEMENTS STATUS REPORT June 17, 2016 Lone Star Circle of Care Provided a grant not to exceed $387,000 for Qualified Expenditures for future site improvements at 205 East University Avenue, Georgetown, Texas. Loan Agreement and Promissory Note have not been executed. Agreement approved by GEDCO on June 23, 2011 and Council approved the Agreement at its June 28, 2011 Meeting. 6/28/2011 Funded November and December 2011 Yes, Final Compliance Date is July 28, 2016 Radiation Detection Corporation Provide a grant of $320,000 for job creation related to the relocation of the corporate offices to Georgetown. Approved by City Council and GEDCO on July 23, 2013. 7/23/2013 Funded Yes. Final Compliance December 31, 2021 Radix BioSolutions, Ltd. Provided grant to assist with the work and future plans of Radix BioSolutions at the TLCC. Agreement approved by GEDCO on February 9, 2010 and Council approved the Agreement at its March 9, 2010 Meeting. Radix paid back $47K on 3/15/15. Radix paid back $50K 3/10/16.3/9/2010 Funded May 13, 2010 Yes, Final compliance date is March 2018 TASUS Texas Corporation Provide a grant of $67,500 for job creation related to expansion of manufacturing facilities. Approved by the City Council on February 25, 2014 and approved by the GEDCO Board on February 17, 2014 2/25/2014 Not Funded Yes. Final Compliance May 31, 2017 Texas Life Sciences Collaboration Center (4) Provide a grant of $100,000 for the maintenance of the TLCC. Performance Agreement approved by GEDCO on 12/21/15. New one-year agreement.1/12/2016 Funded February 2016 Yes. Final Compliance October 31, 2016 The Rivery at Summit Conference Center Provide a grant not to exceed $4.5 Million for Public Infrastructure Improvements. Approved by the GEDCO Board on November 18, 2013. Approved by the City Council on December 10, 2013. 12/10/2013 Not Funded Yes.Construction Deadline is June 30, 2016. Page 45 of 59 Closed No No No. No No No Page 46 of 59 Closed No. No No No. No. No. Page 47 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Disc ussion, and pos s ible actio n regarding the Performance Agreement b etween GEDC O and the Geo rgeto wn Ind epend ent S cho o l Dis tric t (GISD) - Wayne Reed, Assistant City Manager ITEM SUMMARY: At its May 2016 meeting, Dan Weyant from GIS D p ro vided an annual rep ort as req uired in the Performance Agreement between GEDCO and GISD. As p art o f the rep ort, Weyant explained that GISD p lans to expand the c urrent p ro gram to inc lud e aeros pac e engineering. Weyant as ks if it would be p o s s ib le to ad d the eq uipment needed fo r this new p ro gram to the list of qualified equip ment attac hed to the c urrent Perfo rmanc e Agreement. Staff no w res pec tfully as ks that GEDCO review and ap p ro ve the attac hed amend ed P erfo rmanc e Agreement updating the lis t o f qualified equipment to inc lude eq uipment need ed for the aerospac e engineering program. This equip ment list c hange will no t imp act the fund ing amo unt agreed to in the o riginal Performanc e Agreement. FINANCIAL IMPACT: none SUBMITTED BY: Wayne Reed, As s is tant City Manager ATTACHMENTS: Description Type Amended Performance Agreement Cover Memo Page 48 of 59 FIRST AMENDMENT – GEDCO PERFORMANCE AGREEMENT – GISD 1 STATE OF TEXAS § FIRST AMENDMENT TO THE § PERFORMANCE AGREEMENT CITY OF GEORGETOWN § GEORGETOWN INDEPENDENT SCHOOL DISTRICT This First Amendment to the Performance Agreement ("First Amendment") by and between Georgetown Independent School District (“GISD”) and the Georgetown Economic Development Corporation (“GEDCO”). WHEREAS, on September 25, 2012, the City Council of the City of Georgetown ("City") approved that certain GEDCO Performance Agreement for Georgetown Independent School District (the "Original Agreement") which, among other things, provided for a financial grant to GISD to purchase equipment for Engineering Laboratories located at the Georgetown High School campus and the Eastview High School camps to provide students access to training and certification for high wage jobs for which there is a high demand by local manufactures; WHEREAS, the Parties wish to amend the Original Agreement to include Airplane Kits as a qualified expenditure for the financial grant and to amend the certification requirement. WHEREAS, at its regular meeting on June 17, 2016, GEDCO considered the request for an amendment to the Original Agreement and approved the request; and NOW THEREFORE, for and in consideration of the promises and mutual agreements set forth therein, the Parties hereby agree as follows: 1. Section 2 is hereby amended to provide as follows: This Agreement shall be effective as of the Effective Date of this Agreement shall continue thereafter until December 31, 2016, unless terminated sooner under the provisions of this Agreement. 2. Exhibit A is hereby amended as attached to this First Amendment. 3. Section 4. (b) (1) is hereby amended to provide as follows: (1) Certification. GISD shall provide a GISD Certificate of Completion and OSHA Safety Certificate. 4. Except as specifically amended herein, all provisions of the Original Agreement are hereby acknowledged and ratified by the parties hereto to be in full force and effect. Page 49 of 59 FIRST AMENDMENT – GEDCO PERFORMANCE AGREEMENT – GISD 2 5. Unless defined differently herein or the context clearly requires otherwise, each capitalized term used in this First Amendment shall have the meaning ascribed to such term in the Original Agreement. 6. This First Amendment may be executed in several counterparts, each of which shall be deemed an original. The signatures to this First Amendment may be executed on separate pages, and when attached to this First Amendment shall constitute one (1) complete document. EXECUTED by the Parties to be effective on the date of approval of this First Amendment by the City Council of the City of Georgetown, Texas (the “Effective Date”). GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION By: ____________________________________ _________________________, President THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the __ day of _________, 2016, by ______________________________ in his capacity as President of the Georgetown Economic Development Corporation (“GEDCO”), on behalf of GEDCO. ________________________________________ Notary Public in and for the State of Texas ATTEST: By: ____________________________________________ ____________________, GEDCO Corporate Secretary Page 50 of 59 FIRST AMENDMENT – GEDCO PERFORMANCE AGREEMENT – GISD 3 GEORGETOWN INDEPENDENT SCHOOL DISTRICT By: ____________________________________ Printed Name: ______________________________ Title: ____________________________________ THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the __ day of _________, 2016, by __________________, _______________________ of Georgetown Independent School District, on behalf of said school district. __________________________________________ Notary Public in and for the State of Texas Page 51 of 59 FIRST AMENDMENT – GEDCO PERFORMANCE AGREEMENT – GISD 4 CERTIFICATION OF CITY COUNCIL APPROVAL I hereby certify that the foregoing Agreement of the Georgetown Economic Development Corporation and the Project described therein was approved by the City Council of the City of Georgetown, Texas on the __ day of _____________, 2016. THE CITY OF GEORGETOWN By: ____________________________________ Dale Ross, Mayor By: ____________________________________ Shelley Nowling, City Secretary APPROVED TO AS TO FORM: By: _____________________________________ City Attorney Page 52 of 59 FIRST AMENDMENT – GEDCO PERFORMANCE AGREEMENT – GISD 5 EXHIBIT A Equipment Description Original Quantity Total Proposed Quantity Total CNC Mill Haas MiniMill $46,825.00 2 $93,650.00 $46,825.00 2 $93,650.00 3-Axis Manual Mill with DRO $10,000.00 2 $20,000.00 $10,000.00 2 $20,000.00 Epilog Laser Engraver Mini 24x12 – 40 watt $14,495.00 2 $28,990.00 $14,495.00 2 $28,990.00 1HP Canister Dust Collector 800CFM $470.00 2 $940.00 $470.00 2 $940.00 Estimated Shipping & Handling $175.00 2 $350.00 $175.00 2 $350.00 Standard Rotary Attachment $1,150.00 2 $2,300.00 $1,150.00 2 $2,300.00 Installation and Training $800.00 1 $800.00 $800.00 1 $800.00 Floor Stand for Mini $595.00 2 $1,190.00 $595.00 2 $1,190.00 Sherline 3-Axis Training Mill (8540A) $2,770.00 12 $33,240.00 $2,770.00 0 $0.00 Roll In Saw Vertical Bandsaw $0.00 0 $0.00 $5,000.00 2 $10,000.00 Cutoff Saw $400.00 2 $800.00 $400.00 2 $800.00 MIG/TIG Welder (Only GHS) $500.00 1 $500.00 $500.00 1 $500.00 CNC Tools (Fixtures/End Mills/Tool Box) $4,000.00 2 $8.000.00 $15,620.00 2 $31,240.00 Drill Press $300.00 2 $600.00 $300.00 2 $600.00 Lathe $4,000.00 2 $8,000.00 $4,000.00 2 $8,000.00 Lathe Stand $600.00 2 $1,200.00 $600.00 2 $1,200.00 Fastener Kit $285.00 1 $285.00 $285.00 1 $285.00 Tailcone Kit $2,545.00 1 $2,545.00 $2,545.00 1 $2,545.00 Wing Kit $6,320.00 1 $6,320.00 $6,320.00 1 $6,320.00 Fuselage Kit $5,510.00 1 $5,510.00 $5,510.00 1 $5,510.00 Totals $215,220.00 $215,220.00 Page 53 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Disc ussion and p o s s ib le ac tion regard the Perfo rmanc e Agreement between GEDCO and DiF usion Tec hno lo gies, Inc . - Wayne Reed, Assistant City Manager ITEM SUMMARY: At its Oc tober and No vember 2015 meetings , GEDC O disc ussed the exp ired 2012 P erfo rmanc e Agreement entered into b etween GEDCO, T LC C and DiF usion. GEDCO als o heard fro m staff and the CEO of DiFus io n regarding DiF usion's his to ry and future p lans. Then at it's January 2016 meeting, GEDCO ap proved a Performance Agreement allowing DiFus io n mo re time to meet the terms of the original Performance Agreement. DiF usion has now provid ed TLCC no tic e of its intent to relo cate from Georgetown to Hous ton by July 1, 2016. This move will have a material impac t to the p erfo rmanc e agreement b etween GEDCO, TLCC, and DiF usion. Therefo re, the City Attorney’s Offic e prepared a letter fo r the Pres id ent of GEDCO to s ign that s erves as a “friendly remind er” to both TLCC and DiFus io n o f the City's owners hip of the equip ment id entified as the “Qualified Expend iture” in the Agreement between the three p arties . FINANCIAL IMPACT: none SUBMITTED BY: Wayne Reed, As s is tant City Manager ATTACHMENTS: Description Type GEDCO notice to cure letter Cover Memo Page 54 of 59 GEDCO Georgetown Economic Development Corporation June 9, 2016 Derrick Johns, Chief Executive Officer DiFusion Technologies, Inc. (“DiFusion”) 300 W. 6th Street, Suite 1050 Austin, Texas 78701 Michael Douglas, Executive Director Texas Life-Sciences Collaboration Center, Inc. (“TLCC”) 111 Cooperative Way, Building 2 Georgetown, Texas 78626 Gentlemen: I am writing in reference to the Performance Agreement (the “Agreement”) between TLCC, DiFusion, and Georgetown Economic Development Corporation (“GEDCO”). GEDCO is in possession of a Notice of Default from TLCC to DiFusion dated May 16, 2016. We wish to remind all parties that the equipment which is identified as the Qualified Expenditures under the Agreement remains the property of GEDCO at this point in time. Please keep GEDCO informed of any further developments with respect to the Notice of Default referred above so that GEDCO may evaluate any steps necessary to protect its investment in the equipment. Sincerely, _______________________________________ Hugh Brown, President Georgetown Economic Development Corporation cc: David Morgan, City Manager, City of Georgetown 113 E. 8th, Georgetown, TX 78626 ● 512-930-3546 ● www.georgetown.org Page 55 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Ac tion out of Exec utive S es s io n. ITEM SUMMARY: FINANCIAL IMPACT: None SUBMITTED BY: Charlie Mc Nab b , City Atto rney Page 56 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Sec. 551.071: CONSULTATION WITH ATTORNEY Cons ultation with atto rney regard ing legal iss ues related to agend a items and o ther matters in which (1) when the go vernmental b o d y s eeks the advic e of its atto rney about: (A) p end ing or contemplated litigation; o r (B) a settlement offer; or (2) o n a matter in whic h the duty of the attorney to the governmental b o d y und er the Texas Dis c ip linary Rules o f Pro fes s ional C o nduct of the State Bar of Texas c learly conflicts with this c hapter. ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Charlie Mc Nab b , City Atto rney Page 57 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Disc ussion and p o s s ib le ac tion to deliberate the purchas e,exchange, leas e o r value o f real p ro p erty for p urposes autho rized by the Develo p ment Corporatio n Act whic h d is cus s ion in open session wo uld have ad etrimental effec t o n nego tiatio ns with third p ers o ns . ITEM SUMMARY: FINANCIAL IMPACT: n/a SUBMITTED BY: Charlie Mc Nab b , City Atto rney Page 58 of 59 City of Georgetown, Texas Georgetown Economic Development Corporation June 17, 2016 SUBJECT: Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberatio n regard ing c o mmercial o r financ ial informatio n that the c o rp o ratio n has received from a b usines s pros p ec t that the Geo rgeto wn Economic Development Corporation s eeks to have lo cate, s tay, o r expand in or near the territo ry o f the City o f Geo rgeto wn and with whic h the Corporatio n is c o nducting econo mic d evelo p ment negotiations ; and/o r d elib eration regard ing the o ffer o f a financial o r other inc entive to a bus iness pros pec t that the Co rp o ration s eeks to have loc ate, stay, o r expand in or near the territory of the City of Georgetown. ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Charlie Mc Nab b , City Atto rney Page 59 of 59