HomeMy WebLinkAboutAgenda CC 12.17.2021 SpecialN otice of M eeting of the
Governing B ody of the
C ity of Georgetown, Texas
D ecember 1 7, 2 02 1
The Georgetown City Council will meet on December 17, 2021 at 4:00 P M at City Council Chambers,
510 W 9th Street, Georgetown, TX 78626
The City of Georgetown is committed to compliance with the Americans with Disabilities Act (AD A).
If you require assistance in participating at a public meeting due to a disability, as defined under the
AD A, reasonable assistance, adaptations, or accommodations will be provided upon request. P lease
contact the City Secretary's Office, at least three (3) days prior to the scheduled meeting date, at (512)
930-3652 or City Hall at 808 Martin Luther King J r. Street, Georgetown, TX 78626 for additional
information; TTY users route through Relay Texas at 711.
Le gislative Re gular Age nda
A Second Reading of an Ordinance of the City Council of the City of Georgetown approving the
Redistricting of the City’s single-member Council Districts and establishing new district
boundary lines based on the 2020 Census Data -- Skye Masson, City Attorney
B Second Reading of an Ordinance to consider the designation of the Tax Increment Reinvestment
Zone (TIR Z) Number Six (North Georgetown) under Chapter 311 of the Texas Code for
approximately 224 acres of land in the City Limits, generally located on the west of IH35, north
of the H W Y195 intersection and the adoption of a P reliminary P roject P lan and Financing P lan
for the proposed TIRZ -- Michaela Dollar, Economic Development Director
C Consideration of the TIF Zone #6 (North Georgetown TIRZ) Infrastructure Reimbursement
Agreement between the City of Georgetown and J S AC Q/Georgetown, L P -- Michaela Dollar,
Economic Development Director
D Consideration of an economic development incentive agreement between Georgetown
Transportation Enhancement Corporation (G TEC) and J S AC Q/Georgetown, L P -- Michaela
Dollar, Economic Development Director
Exe cutive Se ssion
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.
E Sec. 551.071: Consul tati on w i th Attorney
Advice from attorney about pending or contemplated litigation and other matters on which the
attorney has a duty to advise the City Council, including agenda items.
Adjournme nt
Ce rtificate of Posting
I, R obyn Densmore, C ity S ecretary for the C ity of G eorgetown, Texas, do hereby c ertify that
Page 1 of 170
this Notice of Meeting was pos ted at C ity Hall, 808 Martin Luther King Jr. S treet,
G eorgetown, T X 78626, a plac e readily ac cessible to the general public as required by law, on
the _____ day of _________________, 2021, at __________, and remained so pos ted for
at leas t 72 c ontinuous hours prec eding the s cheduled time of said meeting.
__________________________________
R obyn Dens more, C ity S ec retary
Page 2 of 170
City of Georgetown, Texas
City Council Special Meeting
D ecember 17, 2021
S UBJEC T:
Second Reading of an Ordinance of the City Co unc il o f the City of Geo rgeto wn approving the Redistricting of the City’s
single-member Council Districts and establishing new district boundary lines base d on the 2 02 0 Census Data -- Skye
Masson, City Attorney
I T EM S UMMARY:
The results of the 2020 fe de ral Census indicated that the City of Georgetown’s single-member co unc il districts are
sufficiently out o f population balance to require redistricting in order to comply with the “one-person, o ne-vo te” (equal
population) princ iple established by the U.S. Co nstitution. As a result the City o f Geo rgeto wn (the “City”) engaged the
law firm of Bickerstaff Heath D e lgado Acosta L LP to act as the City’s redistricting c onsultant, including advising and
assisting the City Council in preparatio n of a ne w redistricting plan in co mpliance with applicable requirements of state
and federal law.
On Octo ber 26, 2021, the City Council ado pted redistricting criteria to assist the City and the public in developing
redistricting plans which comply with applicable fe de ral and state laws, and the ado pted redistricting criteria were applied
in the development of the City’s new redistricting plan and also adopted redistricting guidelines regarding the submission
of comments and proposed plans by the public, to ensure the ability of the City to timely receive and adequately consider
them.
Consistent with the criteria and guidelines establish by the City Council, the City Council meetings on November 9,
2021, on Nove mber 23, 20 21 , and on Decembe r 3, 20 21 and a public hearing held on December 1 4, 2021. The City
provided notice to the public of each meeting and public hearing through meeting agendas posted in compliance with the
Texas Open Meetings.
On December 14, 2 02 1, the City Council will consider citizen oral te stimony and written comments, and reports from
the City’s redistricting consultant regarding the appropriate reconfiguration of the council member districts, voted to
approve Revised P lan C as the City’s redistricting plan. In adoption this Ordinanc e , the City Co unc il finds that the
attached city council district redistricting plan is in the best interest of the citizens of the City, complies with the adopted
redistricting criteria, and is believed to comply with all state and federal requirements.
F I NANC I AL I MPAC T:
N/A
S UBMI T T ED BY:
R LD for Skye Masson, City Attorney
AT TAC HMENT S :
Description
O R D_2020 R edistricting Adoption_12.6.2021
Exhibit A- R edistricting O rdinance G eorgetown_P lanC
Exhibit B- R edistricting O rdinance
Page 3 of 170
_____________________________________________________________________________________________
Ordinance No. ___________________ Page 1 of 2
2021 Redistricting
Date Approved: __________________
ORDINANCE ________________________
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS, APPROVING THE REDISTRICTING OF THE
CITY'S SINGLE-MEMBER COUNCIL DISTRICTS AND ESTABLISHING
NEW DISTRICT BOUNDARY LINES BASED ON 2020 CENSUS DATA
FOR GEORGETOWN CITY COUNCIL ELECTIONS; REPEALING
CONFLICTING ORDINANCES AND RESOLUTIONS; PROVIDING A
SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the results of the 2020 Federal Census have been considered and indicate t hat
the City of Georgetown's single-member council districts are sufficiently out of population balance
to require redistricting in order to comply with the "one-person, one-vote" (equal population)
principle established by the U.S. Constitution; and ,
WHE REAS, the City of Georgetown (the "City") engaged the law firm of Bickerstaff
Heath Delgado Acosta LLP to act as the City's redistricting consultant, including advising and
assisting the City Council in preparation of a new redistricting plan in compliance with applicable
requirements of state and federal law; and ,
WHEREAS, on October 26, 2021, the City Council adopted redistricting criteria to assist
the City and the public in developing redistricting plans which comply with applicable federal and
state laws, and the adopted redistricting criteria were applied in the development of the City's new
redistricting plan: and ,
WHEREAS, on October 26, 2021, the City Council also adopted redistricting guidelines
regarding the submission of comments and proposed plans by the public, to ensure the ability of
the City to timely receive and adequately consider them; and ,
WHEREAS, during the redistricting process the City provided notice to the public of its
proposed discussions and development of a redistricting plan through meeting agendas posted in
compliance with the Texas Open Meetings Act, notices on the City's website, and publication of
newspaper notices regarding public hearings; and ,
WHEREAS, the City Council has considered proposed redistricting plans at City Council
meetings on November 9, 2021, on November 23, 2021, and on December 3, 2021 and a public
hearing held on December 14, 2021, and has considered citizen oral testimony and written
comments, and reports from the City's redistricting consultant regarding the appropriate
reconfiguration of the council member districts; and ,
WHEREAS, the City Council finds that the attached city council district redistricting plan
is in the best interest of the citizens of the City, complies with the adopted redistricting criteria,
and is believed to comply with all state and federal requirements.
Page 4 of 170
_____________________________________________________________________________________________
Ordinance No. ___________________ Page 2 of 2
2021 Redistricting
Date Approved: __________________
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS THAT :
Section 1. The existing single-member council district boundary lines for the City of
Georgetown are hereby amended, and the new districting pian depicted on the map attached hereto
as Exhibit A , defining new districts, as such new districts are further described in the tables
attached hereto as Exhibit B report ing populations and demographic statistics for each such new
district, is hereby adopted and designated to define the City's seven (7) single-member council
districts from and after the Effective Date; that Exhibits A and B are incorporated by reference in
and made a part of this ORDINANCE, and shall be kept on file in the City Secretary's Office.
Section 2. Pursuant to Section 2.01 of the Home Rule Charter of the City of Georgetown,
Councilmembers will complete the terms of office to which they were elected if the changes to
district boundaries in the new district plan cause their residences no longer to be within the districts
from which they were elected. Upon completion of the terms to which they were elected prior to
the adoption of the new district plan, Councilmembers must thereafter reside in the appropriate
district to run for re-election to that place.
Section 3. This ORDINANCE shall become effective on January 1, 2022 pursuant to the
City Charter; and that thereafter all Georgetown City Council elections shall be held under and in
accordance with the new single member council district districting plan here adopted by the City
Council
PASSED AND APPROVED on First Reading on the 14th day of December 2021.
PASSED AND APPROVED on Second Reading on the 17th day of December 2021.
CITY OF GEORGETOWN
_______________________________
Josh Schroeder, Mayor
ATTEST:
____________________________
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
_____________________________
Skye Masson, City Attorney
Page 5 of 170
Page 6 of 170
Persons Deviation
Hispanic %
of Total
Population
Non-Hispanic
Anglo % of
Total
Population
Black % of
Total
Population
Asian % of
Total
Population
Other
% of
Total
Pop.
Ideal
Size Hispanic ANGLO Black Haw
Pac. Isl.Asian
HAW/
PAC %
of Total
Pop.
Other
Two or
More
Races
AM
Indian
Native
IND /
NAT %
TOT
Pop.
Two or
More
Races %
Tot Pop
District
9,5521 -0.02%41.92%43.18%8.05%2.60%0.32%9,554 4,004 4,125 769 248 17 0.18%31 338150.16%3.54%
9,6542 1.04%20.15%68.80%4.00%2.29%0.38%9,554 1,945 6,642 386 221 3 0.03%37 385350.36%3.99%
9,5513 -0.03%9.71%83.76%2.35%1.19%0.18%9,554 927 8,000 224 114 1 0.01%17 239300.31%2.50%
9,5224 -0.34%5.09%90.35%0.77%0.88%0.21%9,554 485 8,603 73 84 2 0.02%20 241140.15%2.53%
9,6545 1.04%16.07%74.85%2.76%1.84%0.40%9,554 1,551 7,226 266 178 8 0.08%39 357260.27%3.70%
9,4336 -1.27%27.67%59.11%6.96%1.31%0.39%9,554 2,610 5,576 657 124 12 0.13%37 379370.39%4.02%
9,5147 -0.42%30.28%54.21%5.83%3.97%0.66%9,554 2,881 5,158 555 378 10 0.11%63 445230.24%4.68%
66880 / 7 = 9554Ideal Size:
66,880Total Population:
Some percentages may be subject to rounding errors.Overall Deviation:
66,880 14,403 21.54% 45,330 67.78% 2,930 4.38% 1,347 2.01% 180 0.27% 53 0.08% 244 0.36% 2,384 3.56%
TOTAL:
2.31%
Plan Name: City of Georgetown Council Districts - Plan C Revised
Demographics Report - Detailed 2020 Census Total Population
Plan Last Edited on: 12/2/2021 5:26:27 PM
12/3/2021 1:13:38 PMReport Date:
Based on: 2020 Census Geography, 2020 PL94-171
Page: 1
Page 7 of 170
City of Georgetown, Texas
City Council Special Meeting
D ecember 17, 2021
S UBJEC T:
Second Reading of an Ordinance to consider the designation of the Tax Increment Reinvestme nt Zone (TIR Z) Number
Six (North Geo rge to wn) under Chapter 311 o f the Texas Co de for appro ximate ly 224 acres of land in the City Limits,
generally located on the west o f IH35, north of the H W Y19 5 intersection and the adoptio n of a P reliminary P roject P lan
and Financing P lan for the proposed TIR Z -- Michaela Dollar, Economic Development Director
I T EM S UMMARY:
An Ordinance of the City Council of the City of Georgetown, Texas, designating a certain area within the City of
Georgetown, Williamson County, Texas, as Tax Increment Financing Reinvestment Zone Number Six (“North
Georgetown TIRZ”); establishing the boundaries of such Zone; creating a Board of Directors for said Reinvestment
Zone, and other matters related thereto; containing findings; providing a repealing clause; providing a severability clause;
and providing an effective date.
The Georgetown City Council desires to create Tax Increment Reinvestment Zone (TIR Z) #6, aka the North
Georgetown TIRZ, consisting of approximately 224 acres of land generally located along IH35, north of the H W Y195
intersection, pursuant to the Tax Increment Financing Act, as codified in Chapter 311 of the Texas Tax Code, as amended
(the “Act”).
The purpose of the TIR Z creation is to finance public infrastructure needed to develop the site for industrial and
commercial use in partnership with J ackson Shaw (the Developer). The land within the proposed TIRZ has been entitled
for these uses as well as a portion for multi-family.
Currently, the site does not have wastewater infrastructure in place, which has impeded the development of this site and
the surrounding area. The TIR Z would aid in offsetting the cost of construction of a sanitary sewer interceptor along the
Dry Berry Creek bed, as outlined in the City’s wastewater master plan. The line would be constructed by the Developer to
City requirements and become city-owned public infrastructure upon completion and acceptance by the City.
This line would connect with the Berry Creek Interceptor, which is a current City capital improvement project. The
ultimate build of the infrastructure will allow for wastewater service for a large area of the City of Georgetown spanning
from H W Y195 to IH35, including the proposed TIRZ. The estimated cost of the Dry Berry Creek interceptor line is
approximately $10 million.
The TIR Z will take effect at the adoption of the ordinance by City Council, which will set the base year at 2021 for the
assessed valuation. The City will participate by contributing a portion of the incremental increase in real property ad
valorem taxes following a 15-year contribution schedule that begins in 2024. The contribution schedule is 60% of the
incremental tax increase in years 1-5, 55% of the incremental tax increase in years 2-10, and 50% of the incremental
increase in years 11-15 with the last year of contribution being 2038.
Following approval of a development agreement, the Developer will then be reimbursed for the expense of the public
wastewater infrastructure construction utilizing annual payments from the TIR Z fund. The maximum amount of
reimbursement is $8.5 million, or the end of the 15-year TIRZ period, whichever occurs first. The Developer must
complete construction of the wastewater line and 400,000 square feet of industrial development prior to receiving
reimbursement payments. The first 400,000 square feet of industrial development can be serviced by temporary septic
until the wastewater extension is completed. All other development within the TIR Z must be serviced by the wastewater
line.
F I NANC I AL I MPAC T:
Page 8 of 170
A maximum of $8,500,000, financed by the tax increment generated within the TIR Z boundaries
S UBMI T T ED BY:
Michaela Dollar, Economic Development Director
AT TAC HMENT S :
Description
O rdinance & project and financ ing plan
Exhibit 1 - Metes and Bounds of T I R Z
Exhibit 2 - F eas ibility S tudy
North G eorgetown T I R Z O rd 2nd R eading P resentation
Page 9 of 170
Ordinance Number: 2021-____ Page 1 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
ORDINANCE NO. 2021-_____
An Ordinance of the City Council of the City of Georgetown, Texas, designating a
certain area within the City of Georgetown, Williamson County, Texas, as Tax
Increment Reinvestment Zone Number Six (“North Georgetown TIRZ”);
establishing the boundaries of such Tax Increment Reinvestment Zone; creating a
Board of Directors for said Tax Increment Reinvestment Zone, and other matters
related thereto; containing findings; providing a repealing clause; providing a
severability clause; and providing an effective date.
Whereas, the City Council desires to promote the development or redevelopment of a
certain geographic area within its jurisdiction by the designation of a tax increment reinvestment
zone, as authorized by the Tax Increment Financing Act, Chapter 311, of the Texas Tax Code (the
“Act”); and
Whereas, in compliance with the Act, the City called a public hearing to receive comments
on the creation of the proposed tax increment reinvestment zone and its benefits to the City and
the property in the proposed tax increment reinvestment zone; and
Whereas, in compliance with the Act, notice of the public hearing was published in a
newspaper of general circulation in the City, such publication date being not later than seven (7)
days prior to the date of the public hearing; and
Whereas, such public hearing was convened at the time and place mentioned in the
published notice, to-wit, on the 14th day of December 2021 at 6:30 p.m., at the City Council
Chambers in the City Hall of the City of Georgetown, Texas, which hearing was then closed; and
Whereas, the City, at such public hearing, invited any interested person, or the person's
representative, to appear and speak for or against the creation of the proposed tax increment
reinvestment zone, the boundaries of the proposed tax increment reinvestment zone, as described
in Exhibit “A” attached hereto and as depicted in the map attached hereto as Exhibit “B”, whether
all or part of the territory described in Exhibit “A” and as depicted in Exhibit “B” should be
included in such proposed tax increment reinvestment zone, and for or against the concept of tax
increment financing; and
Whereas, all owners of property located within the proposed tax increment reinvestment
zone were given the opportunity at such public hearing to protest the inclusion of their property in
the proposed tax increment reinvestment zone; and
Whereas, the City has prepared a preliminary project and reinvestment zone financing plan
attached hereto as Exhibit “C”.
Now, therefore, be it ordained by the City Council of the City of Georgetown, Texas, that:
Section 1. The facts and recitations contained in the preamble of this Ordinance are hereby
found and declared to be true and correct.
Page 10 of 170
Ordinance Number: 2021-____ Page 2 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
Section 2. The City Council, after conducting such public hearing and having heard such
evidence and testimony has made the following findings and determinations based on the evidence
and testimony presented to it:
(a) That the public hearing on adoption of the tax increment reinvestment zone has
been properly called, held, and conducted and that notice of such hearing has been
published as required by law.
(b) That creation of the proposed tax increment reinvestment zone with boundaries as
described in Exhibit “A” and as depicted in Exhibit “B” will result in benefits to
the city, its residents and property owners, in general, and to the property, residents
and property owners in the proposed tax increment reinvestment zone.
(c) That the proposed tax increment reinvestment zone, as defined in Exhibit “A” and
as depicted in Exhibit “B”, meets the criteria for the creation of a tax increment
reinvestment zone as set forth in the Act in that it is a geographic area located
wholly within the corporate limits of the City and the area meets the criteria set
forth in the Act for the designation as a tax increment reinvestment zone under Tax
Code, Section 311.005.
(d) That the total appraised value of all taxable real property in the proposed tax
increment reinvestment zone according to the most recent appraisal roll of the City,
together with the total appraised value of taxable real property in all other existing
tax increment reinvestment zones within the City, according to the most recent
appraisal roll of the City, does not exceed fifty percent (50%) of the current total
taxable value of taxable real property in the City and in the industrial districts
created by the City, if any.
(e) That the proposed improvements in the proposed tax increment reinvestment zone
will significantly enhance the value of all taxable real property in the proposed tax
increment reinvestment zone and will be of general benefit to the City.
(f) That the development or redevelopment of the property in the proposed tax
increment reinvestment zone will not occur solely through private investment in the
reasonably foreseeable future.
(g) That not more than thirty percent (30%) of the property in the proposed tax
increment reinvestment zone, excluding property that is publicly owned, is
currently used for residential purposes.
(h) That the proposed tax increment reinvestment zone is predominantly open or
undeveloped and, because of obsolete platting, deterioration of structures or site
improvements, or other factors, substantially impair or arrest the sound growth of
the municipality or county.
(i) That the proposed tax increment reinvestment zone substantially arrests or impairs
the sound growth of the City, retards the provision of housing accommodations, or
Page 11 of 170
Ordinance Number: 2021-____ Page 3 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
constitutes an economic or social liability and is a menace to the public health,
safety, morals, or welfare in its present condition and use because of the presence
of:
(1) The predominance of defective or inadequate sidewalk or street layout; and
(2) Faulty lot layout in relation to size, adequacy, accessibility, or usefulness.
Section 3. The City hereby designates a tax increment reinvestment zone over the area
described in Exhibit “A” attached hereto and as depicted in the map attached as Exhibit “B”, and
such tax increment reinvestment zone shall hereafter be identified as “Reinvestment Zone Number
Six, City of Georgetown, Texas” or “North Georgetown TIRZ” (hereinafter sometimes referred to
herein as the “Reinvestment Zone”).
Section 4. There is hereby established a board of directors for Reinvestment Zone, which
shall consist of at least five (5) but not more than fifteen (15) members, unless more members are
required to be appointed to satisfy the requirements of Section 311.009, Tax Code. The members
of the Board of Directors of the Zone shall be appointed as follows:
(a) The City shall be entitled to appoint a minimum of five (5) and a maximum of ten
(10) members of the Board of Directors, except that if there are fewer than five (5)
directors appointed by taxing units other than the City, the City Council may
appoint more than ten (10) members as long as the total membership of the Board
of Directors does not exceed fifteen (15) members. The City Council shall appoint
its initial members to the Board of Directors within sixty (60) days after passage of
this Ordinance.
(b) Each taxing unit, other than the City, that levies taxes on real property in the
Reinvestment Zone may appoint one member of the Board of Directors if the taxing
unit has approved the payment of all or part of the tax increment produced by such
taxing unit into the tax increment fund for the Reinvestment Zone. A taxing unit
eligible to appoint a member to the Board of Directors may waive such right. If a
taxing unit waives its right to appoint a member of the board, the City may appoint
a member to the Board of Directors to such position. The governing body of each
taxing unit, other than the City, eligible to appoint a member to the Board of
Directors shall appoint such member within sixty (60) days after such taxing unit
has entered into an agreement with the City for payment of all or part of the tax
increment produced by such taxing unit into the tax increment fund for the Zone.
Failure of such taxing unit to appoint a director within such sixty (60) day period
shall be deemed a waiver of the right to appoint a director, and the City Council
shall be entitled to appoint a person to such position.
(c) A vacancy on the Board of Directors shall be filled as set forth in the Act. Positions
one through three on the Board of Directors are reserved for the City. The remaining
positions are reserved for other taxing units that levy real property taxes in the
Reinvestment Zone and if the taxing unit has approved the payment of all or part
of the tax increment produced by such taxing unit into the tax increment fund for
Page 12 of 170
Ordinance Number: 2021-____ Page 4 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
the Reinvestment Zone. The City Council shall appoint additional member(s) to
maintain a board of at least five (5) members. The directors appointed by taxing
units other than the City shall be assigned a Board position in the order that the City
receives the appointment. All members appointed to the Board of Directors shall
meet eligibility requirements as set forth in the Act.
(d) The terms of office for members of the Board of Directors shall be for two (2) years.
Each year the City Council shall designate a member of the Board of Directors to
serve as Chairperson of the Board of Directors. The Chairperson shall serve a term
of office of one year that runs from January 1 through and including December 31
of the calendar year. The Board of Directors shall elect from its members a Vice-
Chairperson and other officers, as it deems appropriate.
(e) The Board of Directors shall make recommendations to the City Council
concerning the administration of the Zone. It shall prepare and adopt a project plan
and the reinvestment zone financing plan for the Reinvestment Zone and must
submit such plans to the City Council for its approval. The City Council delegates
to the Board of Directors all powers necessary to prepare and implement the project
and the reinvestment zone financing plans for the Zone, including any required
annual reports on the status of the Zone, all subject to the prior approval of the City
Council. The Board of Directors may not enter into agreements to implement the
project and reinvestment zone plan without the express authorization of the City
Council.
Section 5. The Zone shall take effect on adoption of this Ordinance, and the termination of
the Zone shall occur on December 31, 2038 (with collection of 2038 tax increment in 2039) , or at
an earlier time designated by subsequent ordinance of the City Council, or at such time subsequent
to the issuance of any tax increment bonds, if any, that all project costs, tax increment bonds, notes
or other obligations of the Reinvestment Zone, and the interest thereon, if any, have been paid in
full.
Section 6. The tax increment base for the Reinvestment Zone, which is the total taxable
value of all taxable real property located in the Reinvestment Zone, is to be determined as of
January 1, 2021, the year in which the Reinvestment Zone was designated as a tax increment
reinvestment zone (the “Tax Increment Base”). Tax Increment Base means the total appraised
value of all real property taxable by a taxing unit located in the Reinvestment Zone for the 2021
tax year. “Tax Increment” means the total amount of real property taxes levied and collected by a
taxing unit for that year on the Captured Appraised Value of real property taxable by a taxing unit
and located in the Reinvestment Zone. Captured Appraised Value means the total taxable value of
all real property taxable by a taxing unit and located in the Reinvestment Zone for the year, less
the Tax Increment Base of the taxing unit. For purposes of this Ordinance “taxing unit” means the
City of Georgetown and any other political subdivision or special district that taxes real property
within the Reinvestment Zone that enters into an agreement with the City for the payment of all or
part of the tax increment produced by such other taxing unit into the Tax Increment Fund for the
Zone.
Page 13 of 170
Ordinance Number: 2021-____ Page 5 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
Section 7. There is hereby created and established a Tax Increment Fund for the
Reinvestment Zone which may be divided into such sub-accounts as may be required, into which
all Tax Increments contributed by the City or other taxing unit, less any of the amounts not required
to be paid into the Tax Increment Fund pursuant to the Act, are to be deposited. All Tax Increments
as defined herein shall be deposited in the Tax Increment Fund. The Tax Increment Fund and any
sub-accounts are to be maintained at the depository bank of the City and shall be secured in the
manner prescribed by law for funds of the City. In addition, all revenues from the sale of any tax
increment bonds, notes or certificates of obligation, hereafter issued by the City; revenues from
the sale of any property acquired as part of the Reinvestment Zone financing plan; and any other
revenues to be dedicated to and used in the Reinvestment Zone shall be deposited into the Tax
Increment Fund or sub-account from which money will be disbursed to pay project costs for the
Reinvestment Zone or to satisfy the claims of holders of tax increment bonds, notes or certificates
of obligations issued for the Reinvestment Zone, or to satisfy other obligations authorized by the
Act.
Section 8. The City will participate in the Zone for a period of fifteen (15) years by
contributing and depositing into the Tax Increment Fund sixty percent (60%) of the City’s tax
increment from real property ad valorem taxes assessed and collected for tax years 2024 through
and including 2028; fifty-five percent (55%) of the City’s tax increment from real property ad
valorem taxes assessed and collected for tax years for years 2029 through and including 2033; and
fifty percent (50%) of the City's tax increment from real property ad valorem taxes assessed and
collected for tax years 2034 through and including 2038.
Section 9. All provisions of the ordinances of the City of Georgetown, in conflict with the
provisions of this Ordinance be, and the same are hereby, repealed, and all other provisions of the
ordinances of the City of Georgetown not in conflict with the provisions of this Ordinance shall
remain in full force and effect.
Section 10. Should any sentence, paragraph, subdivision, clause, phrase, or section of this
Ordinance be adjudged or held to be unconstitutional, illegal, or invalid, the same shall not affect
the validity of this Ordinance as a whole or a part or provision thereof other than the part thereof
decided to be unconstitutional, illegal, or invalid.
Section 11. The Mayor or City Manager is hereby authorized to execute any contracts or
other agreements with any taxing units that elect to enter into an agreement with the City for
payment of all or part of the tax increment produced by such other taxing unit into the Tax
Increment Fund for the Reinvestment Zone.
Section 12. This Ordinance shall take effect immediately from and after its passage and the
publication of the caption, as the law and charter in such cases provide.
APPROVED on First Reading on the ____ day of __________, 2021.
APPROVED AND ADOPTED on Second Reading on the ____ day of __________, 2021.
Page 14 of 170
Ordinance Number: 2021-____ Page 6 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
THE CITY OF GEORGETOWN: ATTEST:
Josh Schroeder Robyn Densmore
Mayor City Secretary
APPROVED AS TO FORM:
Skye Masson, City Attorney
Page 15 of 170
Ordinance Number: 2021-____ Page 7 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
Exhibit “A”
Legal Description of the Zone
FIELD NOTES FOR A 119.784 ACRE TRACT OF LAND:
BEING A 119.784 ACRE TRACT OF LAND, LOCATED IN THE WILLIAM ROBERTS SURVEY,
ABSTRACT NO. 524, WILLIAMSON COUNTY, TEXAS; SAID 119.784 ACRE TRACT, BEING
ALL OF THAT CALLED 111.36 ACRE TRACT OF LAND KNOWN AS "TRACT I", THE
REMAINING PORTION OF THAT CALLED 7.3 ACRE TRACT OF LAND KNOWN AS
"TRACT II", AND ALL OF THAT CALLED 2.12 ACRE TRACT OF LAND KNOWN AS "TRACT
III", RECORDED IN VOLUME 512, PAGE 71, DEED RECORDS, WILLIAMSON COUNTY,
TEXAS, AND BEING ALL OF THAT CALLED 3.05 ACRE TRACT OF LAND RECORDED IN
VOLUME 545, PAGE 392, DEED RECORDS, WILLIAMSON COUNTY, TEXAS, BEING THE
SAME PROPERTY CONVEYED TO JASPER N. SUDDUTH AND WIFE, IDA P. SUDDUTH IN
INSTRUMENT RECORDED IN VOLUME 512, PAGE 71 AND BEING ALL OF THE SAME
PROPERTY CONVEYED TO DONALD HOYLE AND WIFE, PATSY S. HOYLE IN
INSTRUMENT RECORDED IN VOLUME 545, PAGE 392; SAID 119.784 ACRE TRACT
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at a 1/2" iron rod located for the northwest corner of the remainder of
said 7.3 acre tract, the northeast corner of that called 54.3 acre tract of land
recorded in Document No. 2014088568, Official Public Records, Williamson
County, Texas, being an angle point of that called 104.89 acre tract of land
recorded in Document No. 2008016952, Official Public Records, Williamson
County, Texas, said point being the northwest corner of the herein described tract
of land;
Thence, with the northwest lines of the remainder of said 7.3 acre tract, said 2.12
acre tract, and said 111.36 acre tract, the southeast lines of said 104.89 acre tract,
the following two (2) courses and distances:
1. N 64° 22' 55" E, a distance of 197.60' (Record per Doc. No. 2008016952: N 65°
45' 36" E, a distance of 197.59'), to a 1/2" iron rod located for an angle point
of the herein described tract of land;
2. N 68° 12' 57" E, a distance of 1820.19' (Record per Doc. No. 2008016952: N
69° 36' 19" E, a distance of 1820.51'), to a 1" square iron pipe located for an
angle point of said 111.36 acre tract, being the southeast corner of said
104.89 acre tract, the southwest corner of that called 72.32 acre tract of
land recorded in Volume 886, Page 335, Deed Records, Williamson County,
Texas, said point being an angle point of the herein described tract of land;
Page 16 of 170
Ordinance Number: 2021-____ Page 8 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
3. Thence, with the northwest line of said 111.36 acre tract, the southeast line
of said 72.32 acre tract, N 70° 40' 37" E, passing a 1" iron pipe located at a
distance of 656.89', continuing a total distance of 659.38' (Record: N 74° 10'
00" E, a distance of 658.61')(Record per Vol. 886, Pg. 335: N 72° 57' 00" E, a
distance of 658.13')(Record per Doc. No. 2006017468: N 70° 39' 41" E, a
distance of 659.38'), to a 1/2" iron rod located in the northwest right-of-way
line of Interstate Highway 35 Frontage Road as shown in Document No.
2006017468, Official Public Records, Williamson County, Texas, being the
northeast corner of said 111.36 acre tract, said point being the northeast
corner of the herein described tract of land;
4. Thence, with the northwest right-of-way line of Interstate Highway 35
Frontage Road, the southeast line of said 111.36 acre tract, S 13° 56' 20" W,
passing a TxDOT concrete monument located at a distance of 543.58', a
TxDOT concrete monument located at a distance of 1000.60', a TxDOT
concrete monument located at a distance of 2001.10', continuing 100.54'
for a total distance of 3645.82' (Record per Doc. No. 2006017468: S 13° 56'
29" W, a distance of 3646.70'), to a calculated point in a power pole in the
northwest right-of-way line of Interstate Highway 35 Frontage Road as
shown in Document No. 2006017468, Official Public Records, Williamson
County, Texas, being the southeast corner of said 111.36 acre tract, said
point being the southeast corner of the herein described tract of land;
5. Thence, departing the northwest right-of-way line of Interstate Highway 35
frontage road, with the southeast lines of said 111.36 acre tract, said 2.12
acre tract, and the remainder of said 7.3 acre tract, the northwest line of
that called 1.249 acre tract of land known as "Second Tract", recorded in
Volume 1732, Page 249, Deed Records, Williamson County, Texas, S 67° 42'
10" W, passing a 3/8" iron rod located at a distance of 0.42' for the northeast
corner of said 1.249 acre tract, a 1/2" iron rod located at a distance of
994.53' for the northwest corner of said 1.249 acre tract, continuing 56.01' for
a total distance of 1050.96' (Record per Vol. 1732, Pg. 249: S 71° 00' 00" W, a
distance of 990.14'), to a calculated point in the center of Dry Berry Creek,
being the southwest corner of the remainder of said 7.3 acre tract, the
southeast corner of that called 45.00 acre tract of land recorded in
Document No. 2004002927, Official Public Records, Williamson County,
Texas, being in a northwest line of that called 71.997 acre tract of land
recorded in Document No. 2008000666, Official Public Records, Williamson
County, Texas, said point being the southwest corner of the herein
described tract of land;
Page 17 of 170
Ordinance Number: 2021-____ Page 9 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
Thence, with the approximate center line of Dry Berry Creek, the following twelve
(12) courses and distances:
6. N 18° 43' 13" W, a distance of 119.07', to a calculated point for an angle
point of the herein described tract of land;
7. N 08° 20' 24" W, a distance of 77.91', to a calculated point for an angle
point of the herein described tract of land;
8. N 06° 15' 48" E, a distance of 102.38', to a calculated point for an angle
point of the herein described tract of land;
9. N 16° 24' 06" E, a distance of 224.02', to a calculated point for an angle
point of the herein described tract of land;
10. N 07° 44' 03" E, a distance of 168.85', to a calculated point for an angle
point of the herein described tract of land;
11. N 07° 06' 33" W, a distance of 204.47', to a calculated point for an angle
point of the herein described tract of land;
12. N 11° 33' 16" W, a distance of 283.45', to a calculated point for an angle
point of the herein described tract of land;
13. N 13° 30' 25" W, a distance of 113.69', to a calculated point for an angle
point of the herein described tract of land;
14. N 19° 16' 42" W, a distance of 358.97', to a calculated point for an angle
point of the herein described tract of land;
15. N 21° 52' 20" W, a distance of 91.57', to a calculated point for an angle
point of the herein described tract of land;
16. N 32° 08' 36" W, a distance of 49.98', to a calculated point for an angle
point of the herein described tract of land;
17. N 42° 07' 33" W, a distance of 44.61', to a calculated point in the center of
Dry Berry Creek, being in a northwest line of the remainder of said 7.3 acre
tract, a southeast line of said 54.3 acre tract, said point being an exterior
corner of the herein described tract of land;
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Ordinance Number: 2021-____ Page 10 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
18. Thence, departing the center of Dry Berry Creek, with a northwest line of the
remainder of said 7.3 acre tract, a southeast line of said 54.3 acre tract, N
62° 51' 22" E, passing a 1/2" iron rod located for reference at a distance of
30.81', continuing 52.06' for a total distance of 82.87', to a 1/2" iron rod
located for an interior corner of the remainder of said 54.3 acre tract, the
southeast corner of said 54.3 acre tract, said point being an interior corner
of the herein described tract of land,
Thence, with the southwest lines of the remainder of said 7.3 acre tract, the
northeast lines of said 54.3 acre tract, the following fourteen (14) courses and
distances:
19. N 21° 45' 16" W, a distance of 131.35' (Record per Doc. No. 2014088568: N
20° 22' 13" W, a distance of 131.35'), to a 60D nail located for an angle point
of the herein described tract of land;
20. N 20° 31' 05" W, a distance of 60.86' (Record per Doc. No. 2014088568: N 19°
06' 55" W, a distance of 60.76'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
21. N 30° 43' 16" W, a distance of 11.06' (Record per Doc. No. 2014088568: N 29°
19' 54" W, a distance of 11.05'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
22. N 22° 54' 40" W, a distance of 104.20' (Record per Doc. No. 2014088568: N
21° 31' 18" W, a distance of 104.14'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
23. N 18° 03' 10" W, a distance of 130.05' (Record per Doc. No. 2014088568: N
16° 43' 03" W, a distance of 130.08'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
24. N 23° 12' 32" W, a distance of 100.95' (Record per Doc. No. 2014088568: N
21° 53' 07" W, a distance of 101.09'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
Page 19 of 170
Ordinance Number: 2021-____ Page 11 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
25. N 20° 47' 10" W, a distance of 180.56' (Record per Doc. No. 2014088568: N
19° 26' 34" W, a distance of 180.48'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
26. N 22° 02' 53" W, a distance of 104.75' (Record per Doc. No. 2014088568: N
20° 35' 52" W, a distance of 104.99'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
27. N 26° 22' 25" W, a distance of 33.25' (Record per Doc. No. 2014088568: N 24°
55' 24" W, a distance of 33.32'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
28. N 08° 48' 02" W, a distance of 6.36' (Record per Doc. No. 2014088568: N 07°
21' 01" W, a distance of 6.37'), to a 1/2" iron rod located for an angle point
of the herein described tract of land;
29. N 20° 14' 35" W, a distance of 16.17' (Record per Doc. No. 2014088568: N 18°
49' 16" W, a distance of 16.18'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
30. N 20° 03' 30" W, a distance of 17.68' (Record per Doc. No. 2014088568: N 18°
38' 11" W, a distance of 17.69'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
31. N 20° 06' 15" W, a distance of 231.63' (Record per Doc. No. 2014088568: N
18° 40' 56" W, a distance of 231.73'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
32. N 19° 32' 43" W, a distance of 110.22' (Record per Doc. No. 2014088568: N
18° 07' 24" W, a distance of 110.27'), to the POINT OF BEGINNING containing
119.784 acres of land.
Note: The basis of bearing was established using the Trimble VRS Network, NAD
(83), Texas State Plane Coordinate System, Central Zone, 4203, US Survey Foot,
Grid. A survey plat was prepared by a separate document.
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Ordinance Number: 2021-____ Page 12 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
FIELD NOTES FOR A 104.884 ACRE TRACT OF LAND:
BEING A 104.884 ACRE TRACT OF LAND, LOCATED IN THE WILLIAM ROBERTS SURVEY,
ABSTRACT NO. 524, WILLIAMSON COUNTY, TEXAS; SAID 104.884 ACRE TRACT,
BEING ALL OF THAT CALLED 104.89 ACRE TRACT OF LAND RECORDED IN
DOCUMENT NO. 2020151834, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY,
TEXAS; SAID 104.884 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS AS FOLLOWS:
BEGINNING at a 1" square iron pipe located for the easternmost corner of said
104.89 acre tract, the southernmost corner of that called 72.32 acre tract of land
recorded in Volume 886, Page 335, Deed Records, Williamson County, Texas,
being an angle point of that called 111.36 acre tract of land known as "Tract 1",
recorded in Volume 512, Page 71, Deed Records, Williamson County, Texas, said
point being the easternmost corner of the herein described tract of land;
Thence, with the southeast lines of said 104.89 acre tract, the northwest lines of
said 111.36 acre tract, the following two (2) courses and distances:
1. S 68° 12' 57" W, a distance of 1820.19' (Record: S 69° 36' 19" W, a distance
of 1820.51'), to a 1/2" iron rod located for an angle point of the herein
described tract of land;
2. S 64° 22' 55" W, a distance of 197.60' (Record: S 65° 45' 36" W, a distance of
197.59'), to a 1/2" iron rod located for an angle point of said 104.89 acre
tract, the westernmost corner of said 111.36 acre tract, the northernmost
corner of that called 54.3 acre tract of land recorded in Document No.
2014088568, Official Public Records, Williamson County, Texas, said point
being an angle point of the herein described tract of land;
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Ordinance Number: 2021-____ Page 13 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
Thence, with the southeast lines of said 104.89 acre tract, the northwest lines of
said 54.3 acre tract, the following two (2) courses and distances:
3. S 69° 29' 55" W, a distance of 320.10' (Record: S 70° 51' 03" W, a distance of
319.99'), to a 1/2" iron rod located for an angle point of the herein described
tract of land;
4. S 69° 03' 58" W, a distance of 499.96' (Record: S 70° 29' 45" W, a distance of
500.56'), to a 1/2" iron rod located for the southernmost corner of said 104.89
acre tract, the easternmost corner of that called 33.63 acre tract of land
recorded in Document No. 2004079454, Official Public Records, Williamson
County, Texas, being an angle point of said 54.3 acre tract, said point being
the southernmost corner of the herein described tract of land;
5. Thence, with the southwest line of said 104.89 acre tract, the northeast line
of said 33.63 acre tract, N 21° 34' 01" W, a distance of 1625.97' (Record: N
20° 09' 53" W, a distance of 1624.84'), to a 1/2" iron rod located for the
westernmost corner of said 104.89 acre tract, the northernmost corner of
said 33.63 acre tract, being in a southeast line of that called 284.03 acre
tract of land recorded in Volume 656, Page 620, Deed Records, Williamson
County, Texas, said point being the westernmost corner of the herein
described tract of land;
6. Thence, with a northwest line of said 104.89 acre tract, the southeast line of
said 284.03 acre tract, N 69° 02' 47" E, a distance of 1795.12' (Record: N 70°
23' 23" E, a distance of 1795.28'), to a 1/2" iron rod located for an angle point
of said 104.89 acre tract, an angle point of said 284.03 acre tract, an angle
point of said 72.32 acre tract, said point being an angle point of the herein
described tract of land;
Thence, with the common boundary lines of said 104.89 acre tract and said 72.32
acre tract, the following three (3) courses and distances:
7. N 69° 38' 42" E, a distance of 1053.77' (Record: N 71° 03' 05" E, a distance of
1053.79'), to a 1" square iron pipe located for the northernmost corner of
the herein described tract of land;
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Ordinance Number: 2021-____ Page 14 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
8. S 21° 18' 14" E, a distance of 554.64' (Record: S 19° 54' 18" E, a distance
of 554.70'), to a 3/8" iron rod located for an angle point of the herein
described tract of land;
S 21° 04' 34" E, a distance of 1020.48' (Record: S 19° 42' 15" E, a distance
1020.54') to the POINT OF BEGINNING containing 104.884 acres of land
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Ordinance Number: 2021-____ Page 15 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
Exhibit “B”
Depiction of Zone
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Ordinance Number: 2021-____ Page 16 of 29
Description: __________ Case File Number: _____
Date Approved: __________ Exhibits _____ Attached
Exhibit “C”
Preliminary Project and Financing Plan
North Georgetown
Tax Increment Reinvestment Zone
Preliminary Project Plan &
Reinvestment Zone Financing Plan
December 2021
Page 25 of 170
Ordinance Number: 2021-____ Page 17 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
Table of Contents
I. Introduction
A. Objectives
B. TIF Financing
C. Zone Description
II. Project Plan
A. Existing Uses and Conditions
B. Proposed Uses and Conditions
C. Municipal Ordinances and Agreements
D. Non-Project Costs
E. Relocation
III. Financing Plan
A. List of Estimated Project Costs
B. Kind, Number, and Location of Proposed Public Improvements to be
Financed by the TIRZ
C. Economic Feasibility Study
D. Estimated Bonded Indebtedness to be Incurred
E. Time of Incurring Monetary Obligations
F. Method of Financing/Sources of Revenue for Project Costs
G. Current Appraised Value
H. Estimated Captured Appraised Value
I. Duration of the TIRZ
IV. Board of Directors of the TIRZ
V. List of Exhibits
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Ordinance Number: 2021-____ Page 18 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
I. INTRODUCTION
A. Objectives
The Georgetown City Council desires to create Tax Increment Reinvestment Zone (TIRZ) #6,
aka the North Georgetown TIRZ, consisting of approximately 224 acres of land generally
located along IH35, north of the HWY195 intersection, pursuant to the Tax Increment
Financing Act, as codified in Chapter 311 of the Texas Tax Code, as amended (the “Act”).
The purpose of the TIRZ creation is to finance public infrastructure needed to develop the
site for industrial and commercial use in partnership with Jackson Shaw (the Developer).
The land within the proposed TIRZ has been entitled for these uses as well as a portion for
multi-family.
Currently, the site does not have wastewater infrastructure in place, which has impeded
the development of this site and the surrounding area. The TIRZ would aid in offsetting the
cost of construction of a sanitary sewer interceptor along the Dry Berry Creek bed, as
outlined in the City’s wastewater master plan. The line would be constructed by the
Developer to City requirements and become city-owned public infrastructure upon
completion and acceptance by the City.
This line would connect with the Berry Creek Interceptor, which is a current City capital
improvement project. The ultimate build of the infrastructure will allow for wastewater
service for a large area of the City of Georgetown spanning from HWY195 to IH35, including
the proposed TIRZ. The estimated cost of the Dry Berry Creek interceptor line is
approximately $10 million.
The TIRZ will take effect at the adoption of the ordinance by City Council, which will set the
base year at 2021 for the assessed valuation. The City will participate by contributing a
portion of the incremental increase in real property ad valorem taxes following a 15-year
contribution schedule that begins in 2024. The contribution schedule is 60% of the
incremental tax increase in years 1-5, 55% of the incremental tax increase in years 2-10,
and 50% of the incremental increase in years 11-15 with the last year of contribution being
2038.
Following approval of a development agreement, the Developer will then be reimbursed
for the expense of the public wastewater infrastructure construction utilizing annual
payments from the TIRZ fund. The maximum amount of reimbursement is $8.5 million, or
the end of the 15-year TIRZ period, whichever occurs first. The Developer must complete
construction of the wastewater line and 400,000 square feet of industrial development
prior to receiving reimbursement payments. The first 400,000 square feet of industrial
Page 27 of 170
Ordinance Number: 2021-____ Page 19 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
development can be serviced by temporary septic until the wastewater extension is
completed. All other development within the TIRZ must be serviced by the wastewater line.
B. TIF Financing
Tax Increment Financing (TIF) is a tool local government may use to finance public
improvements within defined areas that have unique challenges or opportunities for
economic development. A municipality may make an area eligible for tax increment
financing by designating a reinvestment zone (TIRZ). Taxes on the appraised value of the
zone in the year the zone was designated (the “base” year) continue flowing to the general
funds of taxing units, but, for participating government units, all or part of the increased
tax revenue due to greater real property values in the TIRZ flows to a tax increment
financing fund (“TIF” or “TIRZ”) for a specified maximum term of years.
Inclusion of a property in a TIF zone does not change the tax rate for any property. Tax
rates in a TIF zone are the same as tax rates outside the zone and with the same set of
taxing jurisdictions.
Money flowing to the TIF/TIRZ is disbursed according to one or more development
agreements. These are contracts between the City of Georgetown and a developer. A
development agreement must accord with a TIF project plan and financing plan approved
by the City Council after a recommendation by a Board of Directors as prescribed by the
Act. The TIF fund may be used only as authorized by state law. Mere designation of a TIF
zone is not an entitlement to future tax flow. Only if the City Council approves execution of
a development agreement consistent with a TIF project plan and financing plan may cash
flow from the TIF fund and then only in accord with terms of a development agreement.
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Ordinance Number: 2021-____ Page 20 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
C. Zone Description
The map below depicts the vicinity and boundaries of the proposed North Georgetown
TIRZ. A metes and bounds description of all property located within the TIRZ is included as
Exhibit 1 to this plan.
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Ordinance Number: 2021-____ Page 21 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
II. PROJECT PLAN
A. Existing Land Uses and Conditions
The TIRZ property is approximately 224 acres and currently zoned High-Density Multi-
Family (MF-2) a total of 18.874 acres, General Commercial (C-3) a total of 42.398 acres, and
Industrial (IN) a total of 163.433 acres. Zoning of the property was approved at the October
26, 2021 council meeting. The property is undeveloped and predominately vacant.
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Ordinance Number: 2021-____ Page 22 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
B. Proposed Land Uses and Conditions
Proposed uses follow the zoning that is currently in place with approximately 1,700,000
square feet of industrial development, 392,000 square feet of commercial development,
and 388 multi-family units.
C. Municipal Ordinances and Agreements
All property located within the TIRZ is within the corporate limits of the City of Georgetown
and within the boundaries of Williamson County, Texas. It is entitled following the land use
category restrictions in the City of Georgetown Unified Development Code, as of October
26, 2021.
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Ordinance Number: 2021-____ Page 23 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
D. Non-Project Costs
The non-project costs include the cost of all development located within the TIRZ boundary
due to the TIRZ project being an off-site public wastewater improvement. Development
within the TIRZ will be privately funded, and no tax increment reimbursement is expected.
Non-project costs represent the expenditures estimated by the Developer necessary to
complete the master plan for the site. Total real property capital investment is projected to
be more than $246,000,000 by year 2026, based the developer’s estimate.
E. Relocation
No residential relocation will be required as part of the creation or development of the
TIRZ.
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Ordinance Number: 2021-____ Page 24 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
III. FINANCING PLAN
A. List of Estimated Project Costs Including Administrative Expenses
A breakout of the estimated costs associated with the construction of the Dry Berry Creak
Interceptor wastewater line is show in the table below. In addition to the project costs, the
City will also collect a one percent administration fee from the TIRZ, estimated at $850,000
over the 15-year term.
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Ordinance Number: 2021-____ Page 25 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
B. Kind, Number, Location of Public Improvements to be Financed by the TIRZ
The TIRZ will finance one off-site public infrastructure improvement project, named the Dry
Berry Creek Interceptor (DBCI). For the TIRZ to have sanitary sewer service, over 12,000
linear feet of 36” sanitary sewer trunk line will need to be installed. This line will run along
the Dry Berry Creek bed and connect to the Berry Creek Interceptor, a City-managed capital
improvement project. A schematic of the line is in the graphic below.
C. Economic Feasibility Study
A market and economic feasibility study for the North Georgetown TIRZ was produced by
Capital Market Research Group and is attached at Exhibit 2.
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Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
D. Estimate of Bonded Indebtedness to be Incurred
It is not anticipated that the City will issue debt to cover the costs of the related off-site
public infrastructure improvements related to this project. The TIRZ/TIF will be
reimbursement based only to the Developer.
E. Time of Incurring Monetary Obligations
The table below illustrates the estimated development schedule of the TIRZ site and the
anticipated added value in years 2023 – 2026. The estimated contribution to the TIRZ fund
each year is also shown. The calculations are based on the current real property tax rate
and include an estimated inflation of 2% per year.
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Ordinance Number: 2021-____ Page 27 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
F. Method of Financing/Sources of Revenue
The City will establish a Tax Increment Fund (the “Fund”) for the TIRZ in the ordinance
designating the TIRZ. In accordance with Section 311.013 of the Act, the City will apply into
the fund a portion of the increment generated. The proposed financing plan anticipates the
City will participate in the Zone by contributing a portion of the incremental increase in real
property ad valorem taxes following a 15-year contribution schedule that begins in 2024.
The contribution schedule is 60% of the incremental tax increase in years 1-5, 55% of the
incremental tax increase in years 2-10, and 50% of the incremental increase in years 11-15
with the last year of contribution being 2038. The tax increments deposited into the Fund
will be used to pay for the approved project costs in accordance with the development
agreement approved by the City of Georgetown.
G. Current Appraised Value
The base value, from which the captured appraised value is calculated, is the total assessed
taxable value of all property within the TIRZ on January 1, 2021, as shown in the rolls of the
Williamson County Appraisal District.
Tax Parcel Acreage Assessed Value
R040489 1.92 $209,992
R040508 114.61 $11,786
R040488 102.91 $4,583
R040520 1.00 $45,898
R040496 2.80 $278,527
223.24 $550,786
Page 36 of 170
Ordinance Number: 2021-____ Page 28 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
H. Captured Appraised Value
It is anticipated the taxable property values will increase approximately 2% every year. An
estimate of the captured appraised value in each year of the projected life of the TIRZ is
shown in the table below.
I. Duration of the TIRZ
The North Georgetown TIRZ is a 15-year TIRZ beginning January 1, 2024 and expiring
December 31, 2038, unless sooner terminated as may be allowed by law.
Page 37 of 170
Ordinance Number: 2021-____ Page 29 of 29
Description: __________ Case File Number:
Date Approved: __________ Exhibits _____ Attached
IV. BOARD OF DIRECTORS OF THE TIRZ
The City Council will appoint the five-member board of Directors for the TIRZ to include:
• Mayor
• Councilmember District 5
• City Manager
• Assistant City Manager – Finance & Community Services
• Economic Development Director
City staff will prepare (i) an Annual TIRZ Budget; (ii) an Annual Report of TIRZ activities; and
(iii) an Annual Financial Statement prepared in accordance with Generally Accepted
Accounting Principles for presentation to the City Council.
V. LIST OF EXHIBITS
• Exhibit 1 – Metes and Bounds of TIRZ
• Exhibit 2 – Economic Feasibility Study
Page 38 of 170
1
FIELD NOTES FOR A 119.784 ACRE TRACT OF LAND:
BEING A 119.784 ACRE TRACT OF LAND, LOCATED IN THE WILLIAM ROBERTS SURVEY,
ABSTRACT NO. 524, WILLIAMSON COUNTY, TEXAS; SAID 119.784 ACRE TRACT, BEING
ALL OF THAT CALLED 111.36 ACRE TRACT OF LAND KNOWN AS "TRACT I ", THE
REMAINING PORTION OF THAT CALLED 7.3 ACRE TRACT OF LAND KNOWN AS "TRACT
II", AND ALL OF THAT CALLED 2.12 ACRE TRACT OF LAND KNOWN AS "TRACT III",
RECORDED IN VOLUME 512, PAGE 71, DEED RECORDS, WILLIAMSON COUNTY, TEXAS,
AND BEING ALL OF THAT CALLED 3.05 ACRE TRACT OF LAND RECORDED IN VOLUME
545, PAGE 392, DEED RECORDS, WILLIAMSON COUNTY, TEXAS, BEING THE SAME
PROPERTY CONVEYED TO JASPER N. SUDDUTH AND WIFE, IDA P. SUDDUTH IN
INSTRUMENT RECORDED IN VOLUME 512, PAGE 71 AND BEING ALL OF THE SAME
PROPERTY CONVEYED TO DONALD HOYLE AND WIFE, PATSY S. HOYLE IN INSTRUMENT
RECORDED IN VOLUME 545, PAGE 392; SAID 119.784 ACRE TRACT BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at a 1/2" iron rod located for the northwest corner of the remainder of
said 7.3 acre tract, the northeast corner of that called 54.3 acre tract of land
recorded in Document No. 2014088568, Official Public Records, Williamson County,
Texas, being an angle point of that called 104.89 acre tract of land recorded in
Document No. 2008016952, Official Public Records, Williamson County, Texas, said
point being the northwest corner of the herein described tract of land;
Thence, with the northwest lines of the remainder of said 7.3 acre tract, said 2.12
acre tract, and said 111.36 acre tract, the southeast lines of said 104.89 acre tract,
the following two (2) courses and distances:
1. N 64° 22' 55" E, a distance of 197.60' (Record per Doc. No. 2008016952: N 65°
45' 36" E, a distance of 197.59'), to a 1/2" iron rod located for an angle point
of the herein described tract of land;
2. N 68° 12' 57" E, a distance of 1820.19' (Record per Doc. No. 2008016952: N
69° 36' 19" E, a distance of 1820.51'), to a 1" square iron pipe located for an
angle point of said 111.36 acre tract, being the southeast corner of said
104.89 acre tract, the southwest corner of that called 72.32 acre tract of
land recorded in Volume 886, Page 335, Deed Records, Williamson County,
Texas, said point being an angle point of the herein described tract of land;
3. Thence, with the northwest line of said 111.36 acre tract, the southeast line
of said 72.32 acre tract, N 70° 40' 37" E, passing a 1" iron pipe located at a
distance of 656.89', continuing a total distance of 659.38' (Record: N 74° 10'
00" E, a distance of 658.61')(Record per Vol. 886, Pg. 335: N 72° 57' 00" E, a
distance of 658.13')(Record per Doc. No. 2006017468: N 70° 39' 41" E, a
Page 39 of 170
2
distance of 659.38'), to a 1/2" iron rod located in the northwest right-of-way
line of Interstate Highway 35 Frontage Road as shown in Document No.
2006017468, Official Public Records, Williamson County, Texas, being the
northeast corner of said 111.36 acre tract, said point being the northeast
corner of the herein described tract of land;
4. Thence, with the northwest right-of-way line of Interstate Highway 35
Frontage Road, the southeast line of said 111.36 acre tract, S 13° 56' 20" W,
passing a TxDOT concrete monument located at a distance of 543.58', a
TxDOT concrete monument located at a distance of 1000.60', a TxDOT
concrete monument located at a distance of 2001.10', continuing 100.54'
for a total distance of 3645.82' (Record per Doc. No. 2006017468: S 13° 56'
29" W, a distance of 3646.70'), to a calculated point in a power pole in the
northwest right-of-way line of Interstate Highway 35 Frontage Road as
shown in Document No. 2006017468, Official Public Records, Williamson
County, Texas, being the southeast corner of said 111.36 acre tract, said
point being the southeast corner of the herein described tract of land;
5. Thence, departing the northwest right-of-way line of Interstate Highway 35
frontage road, with the southeast lines of said 111.36 acre tract, said 2.12
acre tract, and the remainder of said 7.3 acre tract, the northwest line of
that called 1.249 acre tract of land known as "Second Tract", recorded in
Volume 1732, Page 249, Deed Records, Williamson County, Texas, S 67° 42'
10" W, passing a 3/8" iron rod located at a distance of 0.42' for the northeast
corner of said 1.249 acre tract, a 1/2" iron rod located at a distance of
994.53' for the northwest corner of said 1.249 acre tract, continuing 56.01' for
a total distance of 1050.96' (Record per Vol. 1732, Pg. 249: S 71° 00' 00" W, a
distance of 990.14'), to a calculated point in the center of Dry Berry Creek,
being the southwest corner of the remainder of said 7.3 acre tract, the
southeast corner of that called 45.00 acre tract of land recorded in
Document No. 2004002927, Official Public Records, Williamson County,
Texas, being in a northwest line of that called 71.997 acre tract of land
recorded in Document No. 2008000666, Official Public Records, Williamson
County, Texas, said point being the southwest corner of the herein
described tract of land;
Thence, with the approximate center line of Dry Berry Creek, the following twelve
(12) courses and distances:
6. N 18° 43' 13" W, a distance of 119.07', to a calculated point for an angle
point of the herein described tract of land;
Page 40 of 170
3
7. N 08° 20' 24" W, a distance of 77.91', to a calculated point for an angle
point of the herein described tract of land;
8. N 06° 15' 48" E, a distance of 102.38', to a calculated point for an angle
point of the herein described tract of land;
9. N 16° 24' 06" E, a distance of 224.02', to a calculated point for an angle
point of the herein described tract of land;
10. N 07° 44' 03" E, a distance of 168.85', to a calculated point for an angle
point of the herein described tract of land;
11. N 07° 06' 33" W, a distance of 204.47', to a calculated point for an angle
point of the herein described tract of land;
12. N 11° 33' 16" W, a distance of 283.45', to a calculated point for an angle
point of the herein described tract of land;
13. N 13° 30' 25" W, a distance of 113.69', to a calculated point for an angle
point of the herein described tract of land;
14. N 19° 16' 42" W, a distance of 358.97', to a calculated point for an angle
point of the herein described tract of land;
15. N 21° 52' 20" W, a distance of 91.57', to a calculated point for an angle
point of the herein described tract of land;
16. N 32° 08' 36" W, a distance of 49.98', to a calculated point for an angle
point of the herein described tract of land;
17. N 42° 07' 33" W, a distance of 44.61', to a calculated point in the center of
Dry Berry Creek, being in a northwest line of the remainder of said 7.3 acre
tract, a southeast line of said 54.3 acre tract, said point being an exterior
corner of the herein described tract of land;
18. Thence, departing the center of Dry Berry Creek, with a northwest line of the
remainder of said 7.3 acre tract, a southeast line of said 54.3 acre tract, N
62° 51' 22" E, passing a 1/2" iron rod located for reference at a distance of
30.81', continuing 52.06' for a total distance of 82.87', to a 1/2" iron rod
located for an interior corner of the remainder of said 54.3 acre tract, the
southeast corner of said 54.3 acre tract, said point being an interior corner
of the herein described tract of land,
Page 41 of 170
4
Thence, with the southwest lines of the remainder of said 7.3 acre tract, the
northeast lines of said 54.3 acre tract, the following fourteen (14) courses and
distances:
19. N 21° 45' 16" W, a distance of 131.35' (Record per Doc. No. 2014088568: N
20° 22' 13" W, a distance of 131.35'), to a 60D nail located for an angle point
of the herein described tract of land;
20. N 20° 31' 05" W, a distance of 60.86' (Record per Doc. No. 2014088568: N 19°
06' 55" W, a distance of 60.76'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
21. N 30° 43' 16" W, a distance of 11.06' (Record per Doc. No. 2014088568: N 29°
19' 54" W, a distance of 11.05'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
22. N 22° 54' 40" W, a distance of 104.20' (Record per Doc. No. 2014088568: N
21° 31' 18" W, a distance of 104.14'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
23. N 18° 03' 10" W, a distance of 130.05' (Record per Doc. No. 2014088568: N
16° 43' 03" W, a distance of 130.08'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
24. N 23° 12' 32" W, a distance of 100.95' (Record per Doc. No. 2014088568: N
21° 53' 07" W, a distance of 101.09'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
25. N 20° 47' 10" W, a distance of 180.56' (Record per Doc. No. 2014088568: N
19° 26' 34" W, a distance of 180.48'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
26. N 22° 02' 53" W, a distance of 104.75' (Record per Doc. No. 2014088568: N
20° 35' 52" W, a distance of 104.99'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
Page 42 of 170
5
27. N 26° 22' 25" W, a distance of 33.25' (Record per Doc. No. 2014088568: N 24°
55' 24" W, a distance of 33.32'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
28. N 08° 48' 02" W, a distance of 6.36' (Record per Doc. No. 2014088568: N 07°
21' 01" W, a distance of 6.37'), to a 1/2" iron rod located for an angle point
of the herein described tract of land;
29. N 20° 14' 35" W, a distance of 16.17' (Record per Doc. No. 2014088568: N 18°
49' 16" W, a distance of 16.18'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
30. N 20° 03' 30" W, a distance of 17.68' (Record per Doc. No. 2014088568: N 18°
38' 11" W, a distance of 17.69'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
31. N 20° 06' 15" W, a distance of 231.63' (Record per Doc. No. 2014088568: N
18° 40' 56" W, a distance of 231.73'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
32. N 19° 32' 43" W, a distance of 110.22' (Record per Doc. No. 2014088568: N
18° 07' 24" W, a distance of 110.27'), to the POINT OF BEGINNING containing
119.784 acres of land.
Note: The basis of bearing was established using the Trimble VRS Network, NAD (83),
Texas State Plane Coordinate System, Central Zone, 4203, US Survey Foot, Grid. A
survey plat was prepared by a separate document.
Page 43 of 170
6
FIELD NOTES FOR A 104.884 ACRE TRACT OF LAND:
BEING A 104.884 ACRE TRACT OF LAND, LOCATED IN THE WILLIAM ROBERTS SURVEY,
ABSTRACT NO. 524, WILLIAMSON COUNTY, TEXAS; SAID 104.884 ACRE TRACT, BEING
ALL OF THAT CALLED 104.89 ACRE TRACT OF LAND RECORDED IN DOCUMENT NO.
2020151834, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS; SAID
104.884 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS:
BEGINNING at a 1" square iron pipe located for the easternmost corner of said
104.89 acre tract, the southernmost corner of that called 72.32 acre tract of land
recorded in Volume 886, Page 335, Deed Records, Williamson County, Texas,
being an angle point of that called 111.36 acre tract of land known as "Tract 1",
recorded in Volume 512, Page 71, Deed Records, Williamson County, Texas, said
point being the easternmost corner of the herein described tract of land;
Thence, with the southeast lines of said 104.89 acre tract, the northwest lines of
said 111.36 acre tract, the following two (2) courses and distances:
1. S 68° 12' 57" W, a distance of 1820.19' (Record: S 69° 36' 19" W, a distance
of 1820.51'), to a 1/2" iron rod located for an angle point of the herein
described tract of land;
2. S 64° 22' 55" W, a distance of 197.60' (Record: S 65° 45' 36" W, a distance of
197.59'), to a 1/2" iron rod located for an angle point of said 104.89 acre
tract, the westernmost corner of said 111.36 acre tract, the northernmost
corner of that called 54.3 acre tract of land recorded in Document No.
2014088568, Official Public Records, Williamson County, Texas, said point
being an angle point of the herein described tract of land;
Page 44 of 170
7
Thence, with the southeast lines of said 104.89 acre tract, the northwest lines of
said 54.3 acre tract, the following two (2) courses and distances:
3. S 69° 29' 55" W, a distance of 320.10' (Record: S 70° 51' 03" W, a distance of
319.99'), to a 1/2" iron rod located for an angle point of the herein described
tract of land;
4. S 69° 03' 58" W, a distance of 499.96' (Record: S 70° 29' 45" W, a distance of
500.56'), to a 1/2" iron rod located for the southernmost corner of said 104.89
acre tract, the easternmost corner of that called 33.63 acre tract of land
recorded in Document No. 2004079454, Official Public Records, Williamson
County, Texas, being an angle point of said 54.3 acre tract, said point being
the southernmost corner of the herein described tract of land;
5. Thence, with the southwest line of said 104.89 acre tract, the northeast line
of said 33.63 acre tract, N 21° 34' 01" W, a distance of 1625.97' (Record: N
20° 09' 53" W, a distance of 1624.84'), to a 1/2" iron rod located for the
westernmost corner of said 104.89 acre tract, the northernmost corner of
said 33.63 acre tract, being in a southeast line of that called 284.03 acre
tract of land recorded in Volume 656, Page 620, Deed Records, Williamson
County, Texas, said point being the westernmost corner of the herein
described tract of land;
6. Thence, with a northwest line of said 104.89 acre tract, the southeast line of
said 284.03 acre tract, N 69° 02' 47" E, a distance of 1795.12' (Record: N 70°
23' 23" E, a distance of 1795.28'), to a 1/2" iron rod located for an angle point
of said 104.89 acre tract, an angle point of said 284.03 acre tract, an angle
point of said 72.32 acre tract, said point being an angle point of the herein
described tract of land;
Thence, with the common boundary lines of said 104.89 acre tract and said 72.32
acre tract, the following three (3) courses and distances:
7. N 69° 38' 42" E, a distance of 1053.77' (Record: N 71° 03' 05" E, a distance of
1053.79'), to a 1" square iron pipe located for the northernmost corner of
the herein described tract of land;
Page 45 of 170
1
8. S 21° 18' 14" E, a distance of 554.64' (Record: S 19° 54' 18" E, a distance
of 554.70'), to a 3/8" iron rod located for an angle point of the herein
described tract of land;
S 21° 04' 34" E, a distance of 1020.48' (Record: S 19° 42' 15" E, a distance 1020.54')
to the POINT OF BEGINNING containing 104.884 acres of land
Page 46 of 170
North Georgetown Business Park
Economic Analysis for Potential TIRZ District
Prepared for
Ms. Laurie Brewer
Assistant City Manager
City of Georgetown
113 E. 8th Street
Georgetown, Texas 78627
By
Capitol Market Research, Inc.
1102 West Avenue, Suite 100
Austin, Texas 78701
On
December 7, 2021
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Page 47 of 170
Industrial Sq. Ft.Multi-Family Units Retail Sq.Ft.
2021 0 0 0
2022 236,000 0 0
2023 0 0 25,000
2024 0 0 25,000
2025 50,000 0 25,000
2026 52,000 300 25,000
2027 56,000 0 25,000
2028 61,000 0 25,000
2029 65,000 0 0
2030 68,000 0 0
2031 79,000 0 0
2032 84,000 0 0
2033 89,000 0 0
2034 95,000 0 0
2035 100,000 0 0
2036 107,000 0 0
Total 1,142,000 300 150,000
Source: Capitol Market Research, December 2021 Development Summary.xls
Summary of Absorption estimates by property type
Table (1)
Absorption Summary
North Georgetown Business Park
Year
Absorption
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Page 48 of 170
Land Use Category Taxable Value Square
Footage
Value Per
Sq.Ft.
Number
of Units
Value per
Unit
Industrial Space $41,273,584 502,345 $82.16 n.a.n.a.
Apartments $369,592,735 2,135,606 $173.06 2,093 $176,585
Multi-tenant Retail $91,576,160 548,860 $166.85 n.a.n.a.
development summary.xls
Source: WCentral Appraisal District 2020 Taxable Values
Sample of Existing Buildings in Georgetown
Selected and compiled by Capitol Market Research, December 2021
Table (2)
Average Building Value by Type
Georgetown Market Area
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Page 49 of 170
Year Industrial
Absorption in SF
Industrial
Assessed Value
Multi-Family
Absorption in
Units
Multi-Family
Assessed Value
Retail Absorption
in SF
Retail Assessed
Value
Planned
Development
Value
2021 0 $0 0 $0 0 $0 $0
2022 236,000 $19,352,000 0 $0 0 $0 $19,352,000
2023 0 $0 0 $0 25,000 $4,175,000 $4,175,000
2024 0 $0 0 $0 25,000 $4,175,000 $4,175,000
2025 50,000 $4,100,000 0 $0 25,000 $4,175,000 $8,275,000
2026 52,000 $4,264,000 300 $52,975,500 25,000 $4,175,000 $61,414,500
2027 56,000 $4,592,000 0 $0 25,000 $4,175,000 $8,767,000
2028 61,000 $5,002,000 0 $0 25,000 $4,175,000 $9,177,000
2029 65,000 $5,330,000 0 $0 0 $0 $5,330,000
2030 68,000 $5,576,000 0 $0 0 $0 $5,576,000
2031 79,000 $6,478,000 0 $0 0 $0 $6,478,000
2032 84,000 $6,888,000 0 $0 0 $0 $6,888,000
2033 89,000 $7,298,000 0 $0 0 $0 $7,298,000
2034 95,000 $7,790,000 0 $0 0 $0 $7,790,000
2035 100,000 $8,200,000 0 $0 0 $0 $8,200,000
2036 107,000 $8,774,000 0 $0 0 $0 $8,774,000
Total 1,142,000 $93,644,000 300 $52,975,500 150,000 $25,050,000 $139,607,500
Source: Capitol Market Research, December 2021 Development Summary.xls
Value Added by Property Type
North Georgetown Business Park
Table (3)
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Year GTWN Taxable
Value (January 1)
Planned
Development Value
GTWN Taxable
Value (December
31)
Inflated Value at
(2.5%)TIRZ Tax Revenue
2021 $550,786 $0 $550,786 $564,556 $2,264
2022 $564,556 $19,352,000 $19,916,556 $20,414,470 $81,862
2023 $20,414,470 $4,175,000 $24,589,470 $25,204,206 $101,069
2024 $25,204,206 $4,175,000 $29,379,206 $30,113,686 $120,756
2025 $30,113,686 $8,275,000 $38,388,686 $39,348,404 $157,787
2026 $39,348,404 $61,414,500 $100,762,904 $103,281,976 $414,161
2027 $103,281,976 $8,767,000 $112,048,976 $114,850,201 $460,549
2028 $114,850,201 $9,177,000 $124,027,201 $127,127,881 $509,783
2029 $127,127,881 $5,330,000 $132,457,881 $135,769,328 $544,435
2030 $135,769,328 $5,576,000 $141,345,328 $144,878,961 $580,965
2031 $144,878,961 $6,478,000 $151,356,961 $155,140,885 $622,115
2032 $155,140,885 $6,888,000 $162,028,885 $166,079,607 $665,979
2033 $166,079,607 $7,298,000 $173,377,607 $177,712,047 $712,625
2034 $177,712,047 $7,790,000 $185,502,047 $190,139,598 $762,460
2035 $190,139,598 $8,200,000 $198,339,598 $203,298,088 $815,225
2036 $203,298,088 $8,774,000 $212,072,088 $217,373,890 $871,669
Total $1,634,474,679 $171,669,500 $1,806,144,179 $7,423,704
Source: Capitol Market Research, December 2021 Development Summary.xls
Tax revenue assumes the current City of Georgetown tax rate of $0.4010
Table (4)
Projected Tax Values 2021 - 2036
North Georgetown Business Park
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Map
No.Name Address Developer Name Size Status
1 3033 Airport Road 3033 Airport Road Texas Outdoor Power 110,000 Approved
2 Blue Springs Business Park 2900 S US Hwy 183 Molto properties 604,064 Submitted
3 Chula Caliza Texas 195 Centric Commercial 203,125 Approved
4 Gateway 35 2550 North IH-35 Titan Development 1,133,530 Construction
5 Georgetown Logistics Park Aviation Drive Stonelake Capital 618,169 Approved
6 GTX Logistic Park 900 FM 972 Colliers International 3,434,782 Planned
7 Longhorn Junction Logistics Ctr SE Inner Loop Hilco Real Estate 447,000 Submitted
8 North Georgetown Business Pk 4811-4815 N IH-35 Jackson Shaw 1,540,260 Submitted
9 NorthPark35 101 Velocity Drive Titan Development 503,730 Construction
10 Woodgate Corporate Park 4045 Airport Road Cantera Real Estate Group 116,624 Construction
Total Square Feet 8,711,284
Source: Capitol Market Research, Georgetown City Records and Developer Interviews, December 2021 compsites_ind_gtn_2021.xls
Multi-Tenant Industrial Buildings in Development
Table (5)
Georgetown, Texas
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Date: December 2021Path: C:\GIS\Projects\2021\The Triangle Georgetown\CompInd.mxd
Georgetown Market Area:Planned Industrial
±0 0.35 0.7 Miles
Key Project Name 1 3033 Airport Road 2 Blue Springs Business Park 3 Chula Caliza 4 Gateway 35 5 Georgetown Logistics Park 6 GTX Logistic Park 7 Longhorn Junction Logistics Ctr 8 North Georgetown Business Pk 9 NorthPark35 10 Woodgate Corporate Park
!(Comparable Industrial
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Map No.Name Sq.Ft.First Bldg.
Delivered 2021 2022 2023 2024 2025 Future
1 3033 Airport Road 110,000 tbd ...............110,000
2 Blue Springs Business Park 604,064 Mar-22 ...604,064 ............
3 Chula Caliza 203,125 Aug-22 ...40,625 .........162,500
4 Gateway 35 1,133,530 Jun-22 ...294,250 .........839,280
5 Georgetown Logistics Park 618,169 Mar-23 ......495,450 ......122,719
6 GTX Logistic Park 3,434,782 tbd ...............3,434,782
7 Longhorn Junction Logistics Ctr 447,000 tbd ...............447,000
8 North Georgetown Business Pk 1,540,260 Sep-22 ...236,000 .........595,347
9 NorthPark35 503,730 Oct-21 331,030 172,700 ............
10 Woodgate Corporate Park 116,624 Mar-22 ...116,624 ............
Total Square Feet 8,711,284 331,030 1,464,263 495,450 0 0 5,711,628
Source: Capitol Market Research, Georgetown City Records and Developer Interviews, December 2021 compsites_ind_gtn_2021.xls
Table (6)
Industrial Project Timing
Georgetown, Texas
DR
A
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Page 54 of 170
MSA
Annual Demand Market
Area %
Demand
(Sq.Ft.)
Additions
(Sq.Ft.)Capture Rate Competitive
Capture Rate
Blended
Capture Rate
Absorption
(Sq.Ft.)
Cumulative
Absorption
(Sq.Ft.)
2021 2,368,000 11.2%265,216 331,030 17.7%30.0%23.8%63,229 63,229
2022 3,123,200 11.6%362,291 1,464,263 17.7%30.7%24.2%87,580 150,809
2023 2,179,200 12.0%261,504 495,450 17.7%31.3%24.5%64,087 214,897
2024 1,788,800 12.4%221,811 0 17.7%32.0%24.8%55,099 269,996
2025 1,539,200 12.8%197,018 0 17.7%32.7%25.2%49,597 319,593
2026 1,552,000 13.2%204,864 0 17.7%33.3%25.5%52,255 371,848
2027 1,587,200 13.6%215,859 216,000 17.7%34.0%25.8%55,779 427,627
2028 1,651,200 14.0%231,168 231,000 17.7%34.7%26.2%60,506 488,133
2029 1,705,600 14.4%245,606 246,000 17.7%35.3%26.5%65,104 553,237
2030 1,721,600 14.8%254,797 255,000 17.7%36.0%26.8%68,389 621,626
2031 1,907,200 15.2%289,894 290,000 17.7%36.7%27.2%78,776 700,402
2032 1,955,200 15.6%305,011 305,000 17.7%37.3%27.5%83,900 784,302
2033 2,000,000 16.0%320,000 320,000 17.7%38.0%27.8%89,090 873,392
2034 2,048,000 16.4%335,872 336,000 17.7%38.7%28.2%94,628 968,020
2035 2,096,000 16.8%352,128 352,000 17.7%39.3%28.5%100,382 1,068,402
2036 2,147,200 17.2%369,318 369,000 17.7%40.0%28.8%106,514 1,174,916
Total 4,432,358 5,210,743 26.5%1,174,916
Source: Capitol Market Research, Georgetown City Records and Developer Interviews, December 2021 compsites_ind_2020.xls
Table (7)
Industrial Demand Forecast
Georgetown and North Georgetown Business Park
Year
SubjectMarket Area
DR
A
F
T
Page 55 of 170
Subject
Demand
Cumulative
Demand
New Industrial
Space Added
Cumulative
Industrial SF
Added
Cumulative
Demand less
SF Added
2021 63,229 63,229 0 0 63,229
2022 87,580 150,809 236,000 236,000 (85,191)
2023 64,087 214,897 0 236,000 (21,103)
2024 55,099 269,996 0 236,000 33,996
2025 49,597 319,593 50,000 286,000 33,593
2026 52,255 371,848 52,000 338,000 33,848
2027 55,779 427,627 56,000 394,000 33,627
2028 60,506 488,133 61,000 455,000 33,133
2029 65,104 553,237 65,000 520,000 33,237
2030 68,389 621,626 68,000 588,000 33,626
2031 78,776 700,402 79,000 667,000 33,402
2032 83,900 784,302 84,000 751,000 33,302
2033 89,090 873,392 89,000 840,000 33,392
2034 94,628 968,020 95,000 935,000 33,020
2035 100,382 1,068,402 100,000 1,035,000 33,402
2036 106,514 1,174,916 107,000 1,142,000 32,916
Total 1,174,916 1,142,000
Capitol Market Research, December 2021 compsites_ind_2020.xls
Annual Demand is from Table (7). Build out estimated by CMR.
Table (8)
Industrial Absorption Forecast
North Georgetown Business Park
Year
Subject
DR
A
F
T
Page 56 of 170
Map
No Project Address Units Developer Status Zoning
1 Allora North Georgetown 2815 N Austin Avenue 432 Trammel Crow Res.Construction C-3
2 Alta Austin Avenue 2601 N Austin Avenue 312 Wood Partners Construction MF-2
3 Alta Berry Creek 2201 SH 195 300 Wood Partners Submitted PUD
4 Arco and Pilare 2510 Bell Gin Road 350 KCG Development Approved PUD
5 Ascend Westinghouse 500 Westinghouse Rd.300 DHI Communities Construction PUD
6 Chapel Hill Apartments 401 Westinghouse Rd.324 Duke Companies Construction ETJ
7 Georgetown Heights (BFR)512 Northwood Drive 100 Wan Bridge Construction TF
8 Morgan Georgetown 5400 North Mays Street 336 Morgan Group Construction PUD
9 North Gtwn Business Park 4811-4815 N Ih-35 300 Jackson Shaw Planned MF-2
10 Residences at Stillwater (AH)1500 NE Inner Loop Rd 192 Pedcor Construction MF-2
11 Summit Lofts 1500 Rivery Blvd 256 TAC, Inc.Construction PUD
12 Vida Apartments (MI)2900 NE Inner Loop 124 BT Cobb Development Construction MF-1
13 Villas of Georgetown 516 Wolf Ranch Pkwy 288 Western Securities Approved C-3
14 Windmill Hill Apartments 1221 Westinghouse Rd.350 Mid-America Apts Construction MF-2
15 Wolf Ranch II 1845 W University Ave 321 McCann Realty Construction PUD
Total Units 4,285
Source: Capitol Market Research, Review of City records, developer interviews, December 2021 compsite_apt_gtn_2021.xls
Table (9)
Multi-Family Projects in Development
Georgetown Market Area
DR
A
F
T
Page 57 of 170
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Date: December 2021Path: C:\GIS\Projects\2021\The Triangle Georgetown\MultiFamGTN.mxd
Georgetown Market Area:Planned Apartments
±0 0.4 0.8 Miles
Key Project Name 1 Allora North Georgetown 2 Alta Austin Avenue 3 Alta Berry Creek 4 Arco and Pilare 5 Ascend Westinghouse 6 Chapel Hill Apartments 7 Georgetown Heights 8 Morgan Georgetown 9 North Georgetown Business Pk 10 Residences at Stillwater 11 Summit Lofts 12 Vida Apartments 13 Villas of Georgetown 14 Windmill Hill Apartments 15 Wolf Ranch II
!(Construction
!(Planned
DR
A
F
T
Page 58 of 170
Map
No.Project Name First Unit
Delivery
Units
Planned 2021 2022 2023 2024 2025 Future
1 Allora North Georgetown Sep-22 432 ...200 232 .........
2 Alta Austin Avenue Feb-22 312 ...312 ............
3 Alta Berry Creek Feb-23 300 ......300 .........
4 Arco and Pilare Mar-23 350 ......300 50 ......
5 Ascend Westinghouse Jan-23 300 ......300 .........
6 Chapel Hill Apartments Mar-22 324 ...324 ............
7 Georgetown Heights (BFR)Mar-22 100 ...100 ............
8 Morgan Georgetown Oct-22 336 ...120 216 .........
9 North Gtwn Business Park Jan-25 300 ............300 ...
10 Residences at Stillwater (AH)May-21 192 192 ...............
11 Summit Lofts Feb-22 256 ...256 ............
12 Vida Apartments (MI)Oct-22 124 ...62 62 .........
13 Villas of Georgetown Mar-23 288 ......288 .........
14 Windmill Hill Apartments Feb-22 350 ...350 ............
15 Wolf Ranch II Sep-22 321 ...160 161 .........
4,285 192 1,884 1,859 50 300 0
592 640 692 747 805
400 (1,244)(1,167)697 ...
Source: Capitol Market Research, Review of City records, developer interviews, December 2021 compsite_apt_gtn_2021.xls
Annual Excess (shortage) of Demand:
Table (10)
Multi-Family Project Timing
Georgetown Market Area
Total New Units:
Demand:
DR
A
F
T
Page 59 of 170
Demand Additions Proportional
Capture Rate
Competitive
Capture Rate
Blended
Capture Rate
Subject
Demand
Cumulative
Unit Demand
2021 393 192 7.0%15.0%11.0%43 43
2022 409 1,884 7.0%15.0%11.0%45 88
2023 427 1,859 7.0%15.0%11.0%47 135
2024 445 50 7.0%15.0%11.0%49 184
2025 465 0 7.0%15.0%11.0%51 235
2026 485 480 7.0%15.0%11.0%53 288
2027 505 510 7.0%15.0%11.0%56 344
2028 528 530 7.0%15.0%11.0%58 402
2029 551 550 7.0%15.0%11.0%61 463
2030 575 570 7.0%15.0%11.0%63 526
2031 599 600 7.0%15.0%11.0%66 592
2032 624 620 7.0%15.0%11.0%69 661
2033 650 650 7.0%15.0%11.0%72 733
2034 676 680 7.0%15.0%11.0%74 807
2035 703 700 7.0%15.0%11.0%77 884
2036 731 730 7.0%15.0%11.0%80 964
Total 8,765 10,605 11.0%964
Capitol Market Research, December 2021 compsite_apt_gtn_2021.xls
Note: Market Area forecasted apartment demand from Table (9), supply based on currently under construction product listed in Table (10), approximating demand starting in
2024. Subject Capture Rate based on the percentage of mixed commercial land in subject as a percentage of similar land in five other mixed-use communities in the market area,
and the Competitive Rate as established by CMR.
Table (11)
Multi-Family Housing Demand Forecast
Market Area and Subject demand
Year
Market Area Subject
DR
A
F
T
Page 60 of 170
Subject
Demand
Cumulative
Demand
New TIRZ
Units Added
Cumulative
Units Added
Cumulative
Demand less
Units Added
2021 43 43 0 0 43
2022 45 88 0 0 88
2023 47 135 0 0 135
2024 49 184 0 0 184
2025 51 235 0 0 235
2026 53 288 300 300 (12)
2027 56 344 0 300 44
2028 58 402 0 300 102
2029 61 463 0 300 163
2030 63 526 0 300 226
2031 66 592 0 300 292
2032 69 661 0 300 361
2033 72 733 0 300 433
2034 74 807 0 300 507
2035 77 884 0 300 584
2036 80 964 0 300 664
Total 964 300
Capitol Market Research, Decmber 2021 compsite_apt_gtn_2021.xls
Annual Demand is from Table (11). The delivery schedule was estimated by CMR.
Table (12)
Multi- Family Housing Absorption Forecast
North Georgetown Business park
Year
Subject
DR
A
F
T
Page 61 of 170
Map No Name Address Developer / Broker Size Anchor Status
1 Bluebonnet Plaza 1310 West University Ave JLL 100,000 Academy Sports Construction
2 Cedar Breaks West 4600 Williams Dr Durham & Bassett 115,000 Chase Bank Construction
3 North Gtwn Business Park 4811-4815 N. IH-35 Jackson Shaw 150,000 tbd Planned
4 WestingHouse & A.W. Grimes 3900 FM 1460 Resolut RE 38,650 tbd Planned
5 Westinghouse Rd Corp Cntr 1200 Westinghouse Rd TIG Realtors 40,000 tbd Planned
6 Wolf Crossing 916 West University Dr.JLL 142,900 tbd Construction
7 Wolf Lakes Village 1010 West University Dr.Wolf Lakes LP 521,377 HEB Planned
8 Woodlake Crossing 4720 Williams Dr ORYX 21,183 tbd Construction
Total Square Feet 1,129,110
Source: Capitol Market Research, City of Georgetown site plans, developer interviews, December 2021 compsite_retail.xls
Table (13)
Planned & Under Construction Retail Projects
Georgetown Market Area
DR
A
F
T
Page 62 of 170
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Georgetown Market Area:Planned Retail
±0 0.4 0.8 Miles
Key Project Name 1 Bluebonnet Plaza 2 Cedar Breaks West 3 North Gtwn Business Park 4 Westinghouse & A.W. Grimes 5 Westinghouse Rd Corp Cntr 6 Wolf Crossing 7 Wolf Lakes Village 8 Woodlake Crossing
!(Planned Retail
DR
A
F
T
Page 63 of 170
Map
No.Name Size 2021 2022 2023 2024 Future
1 Bluebonnet Plaza 100,000 …..…..…..…..100,000
2 Cedar Breaks West 115,000 …..…..…..…..115,000
3 North Gtwn Business Park 150,000 …..…..…..…..150,000
4 WestingHouse & A.W. Grimes 38,650 …..…..…..…..38,650
5 Westinghouse Rd Corp Cntr 40,000 …..…..…..…..40,000
6 Wolf Crossing 142,900 …..32,000 …..…..110,900
7 Wolf Lakes Village 521,377 …..…..117,000 …..404,377
8 Woodlake Crossing 21,183 …..…..…..…..…..
Total 1,129,110 0 32,000 117,000 0 958,927
Source: Capitol Market Research, City of Georgetown site plans, developer interviews, December 2021 compsite_retail.xls
Table (14)
Planned Retail Project Timing
Georgetown Market Area
DR
A
F
T
Page 64 of 170
Demand in
Sq.Ft.Additions Proportional
Capture Rate
Competitive
Capture Rate
Blended
Capture Rate
Subject
Demand
Cumulative
Unit Demand
2021 122,369 0 13.3%20.0%16.6%20,365 20,365
2022 125,333 32,000 13.3%20.0%16.6%20,858 41,223
2023 128,719 117,000 13.3%20.0%16.6%21,422 62,645
2024 132,093 0 13.3%20.0%16.6%21,983 84,628
2025 135,825 136,000 13.3%20.0%16.6%22,604 107,232
2026 139,433 139,000 13.3%20.0%16.6%23,205 130,437
2027 143,010 143,000 13.3%20.0%16.6%23,800 154,237
2028 146,872 147,000 13.3%20.0%16.6%24,443 178,680
2029 150,817 151,000 13.3%20.0%16.6%25,100 203,780
2030 154,733 155,000 13.3%20.0%16.6%25,751 229,531
2031 158,603 159,000 13.3%20.0%16.6%26,395 255,926
2032 162,438 162,000 13.3%20.0%16.6%27,034 282,960
2033 166,221 166,000 13.3%20.0%16.6%27,663 310,623
2034 169,725 170,000 13.3%20.0%16.6%28,246 338,869
2035 173,371 173,000 13.3%20.0%16.6%28,853 367,722
2036 177,166 177,000 13.3%20.0%16.6%29,485 397,207
Total 2,386,727 2,027,000 16.6%397,207
Capitol Market Research, December 2021 compsite_apt_gtn_2021.xls
Table (15)
Retail Demand Forecast
Market Area and Subject Demand
Year
Market Area Subject
DR
A
F
T
Page 65 of 170
Subject
Demand
Cumulative
Demand
New Retail
Space Added
Cumulative
Industrial SF
Added
Cumulative
Demand less
SF Added
2021 20,365 20,365 0 0 20,365
2022 20,858 41,223 0 0 41,223
2023 21,422 62,645 25,000 25,000 37,645
2024 21,983 84,628 25,000 50,000 34,628
2025 22,604 107,232 25,000 75,000 32,232
2026 23,205 130,437 25,000 100,000 30,437
2027 23,800 154,237 25,000 125,000 29,237
2028 24,443 178,680 25,000 150,000 28,680
2029 25,100 203,780 0 150,000 53,780
2030 25,751 229,531 0 150,000 79,531
2031 26,395 255,926 0 150,000 105,926
2032 27,034 282,960 0 150,000 132,960
2033 27,663 310,623 0 150,000 160,623
2034 28,246 338,869 0 150,000 188,869
2035 28,853 367,722 0 150,000 217,722
2036 29,485 397,207 0 150,000 247,207
Total 397,207 150,000
Capitol Market Research, December 2021 compsites_ind_2020.xls
Annual Demand is from Table (7). Build out estimated by CMR.
Table (16)
Retail Absorption Forecast
North Georgetown Business Park
Year
Subject
DR
A
F
T
Page 66 of 170
Building Name Street Address City County Completion
Date
Building
Sq.Ft.
Assessed
Value
Value per
Sq.Ft.
Tasus Corp 211 Tasus Way Georgetown Williamson 2005 95,810 $8,966,899 $93.59
Gtwn Industrial Park 6757 Airport Blvd.Georgetown Williamson 1983 157,620 $10,379,841 $65.85
Tx Electric COOP 100 Coop Way Georgetown Williamson 1998 133,326 $9,374,093 $70.31
Oakmont Center Sec 7 33 Cypress Blvd.Round Rock Williamson 2001 74,880 $8,813,014 $117.70
Oakmont Center Sec 7 29 Cypress Blvd.Round Rock Williamson 1999 40,709 $3,739,737 $91.87
502,345 41,273,584 $82.16
Community Name Street Address City Completion
Date
Total No.
Units
Building
Sq.Ft.
Assessed
Value
Value Per
Unit
Villages of Georgetown 1400 Westinghouse Rd.Georgetown 2017 410 354,066 $81,333,904 $198,375
Retreat at Wolf Ranch 2323 Wolf Ranch Pky Georgetown 2017 303 268,556 $49,000,000 $161,716
Bexley Wolf Ranch 2300 Wolf Ranch Pky Georgetown 2016 332 307,473 $53,165,000 $160,136
Carroll at Rivery Ranch 800 Wolf Ranch Georgetown 2018 360 495,688 $69,079,642 $191,888
Mansions 54 5401 N Mays St Georgetown 2020 418 467,100 $70,708,484 $169,159
Williamson at the Overlook 1 Gabriels Bluff Dr Georgetown 2020 270 242,723 $46,305,705 $171,503
2,093 2,135,606 $369,592,735 $176,585
Building Name Street Address City County Completion
Date
Building
Sq.Ft.
Assessed
Value
Value per
Sq.Ft.
The Summit at Rivery Park 1503 Rivery Blvd Georgetown Williamson 2017 66,000 $19,268,217 $291.94
Georgetown Crossing 901 S IH 35 Georgetown Williamson 2000 72,613 $10,163,192 $139.96
Oak Meadows Marketplace 5731 Williams Drive Georgetown Williamson 2018 77,050 $13,902,940 $180.44
Williamsburg Village 3010 WILLIAMS DR Georgetown Williamson 1990 106,610 $12,549,539 $117.71
Georgetown HEB 4500 WILLIAMS DR Georgetown Williamson 2001 109,569 $17,732,555 $161.84
Republic Square 900 N AUSTIN AVE Georgetown Williamson 1986 117,018 $17,959,717 $153.48
548,860 $91,576,160 $166.85
Values.xlxsSource: WCAD taxable values for 2021
Assessed Values by Property Type 2021
Table (17)
Industrial Assessed Values
Apartment Community Assessed Values
Retail Assessed Values
DR
A
F
T
Page 67 of 170
North Georgetown TIRZ
Michaela Dollar
December 17, 2021
Page 68 of 170
2
Caption
Second reading of an ordinance to consider the
designation of the Tax Increment Reinvestment Zone
(TIRZ) Number Six (North Georgetown) under Chapter
311 of the Texas Code for approximately 224 acres of
land in the City Limits, generally located on the west of
IH35, north of the HWY195 intersection and the adoption
of a Preliminary Project Plan and Financing Plan for the
proposed TIRZ
Page 69 of 170
3
Purpose of a TIRZ and TIF
•Tax Increment Financing (TIF) is a tool local governments may use to
finance public improvements in defined areas
•Area must have unique challenges and/or opportunities for economic
development, typically related to public infrastructure
•Municipality makes an area eligible for increment financing by
designating a tax increment reinvestment zone (TIRZ)
•Zone is designated following a public hearing and adoption of an
ordinance that includes a preliminary project plan and financing plan
Page 70 of 170
4
How it Works
•Adoption of an ordinance sets a “base year” for the assessed value of the
property located within the TIRZ
•Taxes on the appraised value of the base year continue to flow to the
general funds of the taxing entities
•All or a portion of the incremental increase in real property tax revenue
due to great property values in the TIRZ is held in a tax increment
financing fund
•Money from the fund is then dispersed according to a developer
agreement
•Developer agreements must follow the approved project and financing
plan included in the ordinance
Page 71 of 170
5
North Georgetown TIRZ Location
~224 acres
Page 72 of 170
6
Proposed Concept
Commercial
Frontage
~392K SF
Multi-
Family
388 Units
Industrial
Phase 1
~400K SF
Industrial
Phase 2 & 3
~1.3MM SF
•Jackson Shaw is looking to
develop property, beginning
with Phase I in 2022
•Estimated assessed value
increase of $246,700,000
Page 73 of 170
7
Proposed Concept Renderings
Flex Industrial Rear-Load Concept
Commercial Frontage Concept
Page 74 of 170
8
TIRZ Financed Project
•TIRZ will finance one off-site public
infrastructure improvement project, the
Dry Berry Creek Interceptor, to bring
sanitary sewer service to the site
•Over 12,000 linear feet of 36” sanitary
sewer trunk line
•Line will run along the Dry Berry Creek
bed to connect with the Berry Creek
Interceptor
•Jackson Shaw will construct the line
•Estimated cost of the project is
approximately $10,000,000
Page 75 of 170
9
Proposed Financing Structure
•Creation of a TIRZ with a 2021 “base year”
•City of Georgetown will contribute to the fund based on a 15-year schedule,
beginning in 2024 and ending in 2038
•Years 1-5 = 60% contribution
•Years 6-10 = 55% contribution
•Years 11-15 = 50% contribution
•Jackson Shaw will be reimbursed from the TIRZ fund up to $8,500,000 for
construction of the public infrastructure project
Page 76 of 170
10
Estimated TIRZ Revenue Schedule
*Assumes a 2% inflation per year
Page 77 of 170
11
Proposed Board of Directors
•The City Council will appoint the five-member board of Directors for the TIRZ
to include:
•Mayor
•Councilmember District 5
•City Manager
•Assistant City Manager –Finance & Community Services
•Economic Development Director
•City staff will prepare (i) an Annual TIRZ Budget; (ii) an Annual Report of TIRZ
activities; and (iii) an Annual Financial Statement prepared in accordance with
Generally Accepted Accounting Principles for presentation to the City Council.
Page 78 of 170
12
Timeline
•December 14, 2021
•Public Hearing
•First Reading of the Ordinance
•December 17, 2021 (Special Meeting)
•Second Reading of the Ordinance
•TIRZ Reimbursement Agreement
•GTEC Agreement
Page 79 of 170
13
Second Reading of Ordinance
An Ordinance of the City Council of the City of Georgetown, Texas,
designating a certain area within the City of Georgetown,
Williamson County, Texas, as Tax Increment Financing
Reinvestment Zone Number Six (“North Georgetown TIRZ”);
establishing the boundaries of such Zone; creating a Board of
Directors for said Reinvestment Zone, and other matters related
thereto; containing findings; providing a repealing clause; providing
a severability clause; and providing an effective date.
Page 80 of 170
City of Georgetown, Texas
City Council Special Meeting
D ecember 17, 2021
S UBJEC T:
Consideration of the TIF Zone #6 (North Georgetown TIRZ) Infrastructure Reimbursement Agreement between the
City of Georgetown and J SACQ/Georgetown, LP -- Michaela Dollar, Economic Development Director
I T EM S UMMARY:
Developer J ackson Shaw (J SACQ) seeks to purchase and develop approximately 224 acres of property in Georgetown
city limits, located north of the IH35 and H W Y195 intersection. The company plans to develop the land into a master-
planned multi-use development that would consist of approximately 1.7 M M square feet of industrial development,
392,000 square feet of commercial development, and 388 multi-family units once fully built out.
To develop the site, J ackson Shaw must construct a significant amount of public infrastructure improvements, including
design and construction of over 12,000 linear feet of 36” sanitary sewer trunk line (the Dry Berry Creek Interceptor) to
connect with the upcoming Berry Creek Interceptor capital improvement project. The project is estimated to cost
$10,000,000.
Staff has proposed the creation of the North Georgetown Tax Increment Reinvestment Zone (TIRZ) to utilize a Tax
Increment Finance (TIF) fund to reimburse the cost of construction of the public sanitary sewer line. J ackson Shaw must
complete construction of the line to City standards as well as 400,000 square feet of speculative industrial development
that will be served by temporary septic. The developer must also invest a minimum of $24 M M in capital expenditures on-
site and complete construction by J une 30, 2025.
Following completion of the improvements, J ackson Shaw will be eligible to receive annual payments from the North
Georgetown TIRZ fund to reimburse for the cost of the line. These payments will be based on the incremental increase in
property tax contribution to the fund and will not exceed $8.5 M M total over the life of the 15-year TIR Z, which
concludes at the end of tax year 2038.
F I NANC I AL I MPAC T:
A maximum of $8,500,000, financed by the tax increment generated within the TIR Z boundaries.
S UBMI T T ED BY:
Michaela Dollar, Economic Development Director
AT TAC HMENT S :
Description
North G eorgetown T I R Z Inc entive Agreements P resentation
G eorgetown – J S AC Q Infras tructure R eimbursement Agreement
Page 81 of 170
North Georgetown TIRZ
Development Incentive
Agreements
Michaela Dollar
December 14, 2021
Page 82 of 170
2
Captions
C.Consideration of the TIF Zone #6 (North Georgetown
TIRZ) Infrastructure Reimbursement Agreement
between the City of Georgetown and JSACQ /
Georgetown, LP
D.Consideration of an economic development incentive
agreement between Georgetown Transportation
Enhancement Corporation (GTEC) and JSACQ /
Georgetown, LP
Page 83 of 170
3
•Jackson Shaw (dba JSACQ / Georgetown, LC) is a Dallas-based
developer that specializes in urban industrial and hospitality
development.
•They have recently developed over 9.5MM SF of industrial with
more than 3MM SF currently under construction across Texas,
Colorado, Florida, Arizona, Nevada, and Washington DC
Company Profile
Page 84 of 170
4
Project Location
•Approximately 224
acres
•Follows the boundaries
of the new North
Georgetown TIRZ
Page 85 of 170
5
Proposed Concept
Commercial
Frontage
~392K SF
Multi-
Family
388 Units
Industrial
Phase 1
~400K SF
Industrial
Phase 2 & 3
~1.3MM SF
•Jackson Shaw is looking to
develop property, beginning
with Phase I in 2022
•Estimated assessed value
increase of $246,700,000
Page 86 of 170
6
Proposed Concept Renderings
Flex Industrial Rear-Load Concept
Commercial Frontage Concept
Page 87 of 170
7
Dry Berry
Creek
Interceptor
$10MM
FM 972
(on OTP)
$4.55MM
Phase 1
Temporary
Septic
Proposed Infrastructure
•Only Phase 1 (400K SF of
industrial development)
may use temporary septic
•All other development must
connect to the Dry Berry
Creek Interceptor for waste
water service
Page 88 of 170
8
Dry Berry Creek Interceptor
•Over 12,000 linear feet of 36” sanitary
sewer trunk line
•Line will run along the Dry Berry Creek
bed to connect with the Berry Creek
Interceptor
•Jackson Shaw will construct the line with
completion by June 30, 2025
•Estimated cost of the project is
approximately $10,000,000
•TIRZ will reimburse up to $8,500,000
Page 89 of 170
9
FM 972 Extension
•Proposed major arterial
•135’ width w/ ROW
•10’ sidewalk/bike path
•Estimated construction cost of
$4.55MM
•Jackson Shaw will design and
construct
•Completion by March 1, 2025North
Georgetown
TIRZ
Proposed
972
Alignment
Page 90 of 170
10
Proposed Incentives
Incentive Amount
Temporary Septic allowed
Only allowed on Phase 1 industrial until the Dry Berry Creek Interceptor is
completed
--
Infrastructure Reimbursement –FM 972
Paid from the GTEC Fund; applies to construction of public road FM 972
$4,600,000
Infrastructure Reimbursement –Dry Berry Creek Interceptor
Paid from the North Georgetown TIRZ
$8,500,000
Total Incentive Package $13,100,000
Jackson Shaw (JSACQ / Georgetown LC) must:
•Complete construction of Phase I –400,000 square feet of speculative industrial
development –by June 30, 2025
•Invest a minimum of $24,000,000 in capital expenditures
Page 91 of 170
11
Questions and Discussion
Page 92 of 170
12
Item C
Consideration of the TIF Zone #6 (North Georgetown TIRZ)
Infrastructure Reimbursement Agreement between the City
of Georgetown and JSACQ / Georgetown, LP
Page 93 of 170
13
Item D
Consideration of an economic development incentive
agreement between Georgetown Transportation
Enhancement Corporation (GTEC) and JSACQ /
Georgetown, LP
Page 94 of 170
PAGE 1 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
TIF ZONE NUMBER SIX INFRASTRUCTURE
REIMBURSEMENT AGREEMENT
This Infrastructure Reimbursement Agreement (this “Agreement”) is made by and among
the City of Georgetown, a Texas municipal corporation (the “City”), the Board of Directors of
the City of Georgetown Tax Increment Financing Zone Number Six (the “Board”) and JSACQ /
Georgetown, LP, a Texas limited partnership (“Company”), acting by and through their
respective authorized officers or general partner.
W I T N E S S E T H:
WHEREAS, City has adopted an ordinance designating a certain geographical area as
City of Georgetown Tax Increment Reinvestment Zone Number Six (the “Zone”) in accordance
with the Tax Increment Financing Act, Tax Code, Chapter 311 (the “Act”) to promote
development within the Zone through the use of tax increment financing; and
WHEREAS, the Act authorizes the expenditure of funds derived within a tax increment
financing reinvestment zone for the payment or reimbursement of expenditures made or
estimated to be made and monetary obligations incurred or estimated to be incurred by the City
that are listed in the project plan of the reinvestment zone which expenditures and monetary
obligations constitute project costs as defined by the Act; and
WHEREAS, Company owns or is under contract to purchase approximately 223 acres of
land generally located near the intersection of State Highway 195 and Interstate 35, in
Georgetown, Texas, further described in Exhibit “A” (the “Land”), which Land is located within
the Zone; and
WHEREAS, Company intends to construct and develop on the Land three (3)
speculative industrial buildings of approximately 400,000 square feet of space, and at full build
out of the development would contain approximately 2,000,000 square feet of industrial space;
and
WHEREAS, for the Land to have sanitary sewer service Company intends to design and
construct approximately 12,000 linear feet of 36” sanitary sewer trunk line connecting the Land
to the Dry Berry Creek Interceptor (hereinafter defined as the “Infrastructure”) in accordance
with the Plans and Specifications (hereinafter defined); and
WHEREAS, the Infrastructure will allow for the future development of over 1,000
additional acres to the north and west of Company’s proposed development and will allow for
additional economic growth of the City; and
WHEREAS, Company intends to make a Capital Investment (hereinafter defined) of at
least Twenty-Four Million No/100 Dollars ($24,000,000.00) for the Project (hereinafter defined);
and
Page 95 of 170
PAGE 2 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
WHEREAS, the contemplated Project to be developed and constructed within the Zone
as set forth herein are consistent with the project and financing plan of the Zone and with
encouraging development within the Zone in accordance with the purposes for its creation and
applicable laws; and
WHEREAS, Company has advised City that a contributing factor that would induce
Company to undertake the Project would be an agreement by the City to provide reimbursement
from the Zone’s tax increment fund to Company to defray Eligible Costs (hereinafter defined);
and
WHEREAS, City has determined that allocating Zone tax increment to the
reimbursement of Eligible Costs for the Infrastructure will further the objectives of the City, will
benefit the City and the City’s inhabitants, and will promote local economic development and
stimulate business and commercial activity in the City;
NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions
hereinafter set forth, and other consideration the receipt and sufficiency of which are hereby
acknowledged the Parties agree as follows:
Article I
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed
to them:
“Annual Payment Date” shall mean the date which is thirty (30) days after receipt
of a Payment Request following June 1 of each calendar year during the term of this
Agreement, except the first Annual Payment Date shall be thirty (30) days after receipt of
the Payment Request following June 1 of the calendar year following the date of
Completion of Construction of the Infrastructure. The last Annual Payment Date shall be
thirty (30) days after receipt of a Payment Request following June 1, 2039, for the
Reimbursement Payment that includes the 2038 Tax Increment for Eligible Costs.
“Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s
existence as a going business, insolvency, appointment of receiver for any part of such
Party’s property and such appointment is not terminated within ninety (90) days after
such appointment is initially made, any general assignment for the benefit of creditors, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or
against such Party and such proceeding is not dismissed within ninety (90) days after the
filing thereof.
“Board” shall mean the Board of Directors of the Zone.
“Capital Investment” shall mean the total costs incurred and paid by Company for
the design and construction of the Project.
Page 96 of 170
PAGE 3 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
“Captured Appraised Value” shall mean the total taxable value of all real property
taxable by a Taxing Unit and located in the Zone for the year less the Tax Increment Base
of the Taxing Unit.
“City” shall mean the City of Georgetown, Texas, acting by and through its City
Manager.
“Commencement of Construction” shall mean: (A) with respect to the
Infrastructure that: (i) the Plans and Specifications have been prepared and all approvals
thereof required by applicable governmental authorities have been obtained for
construction of the Infrastructure; and (ii) all necessary permits for the construction of the
Infrastructure and Phase 1 Improvements pursuant to the Plans and Specifications have
been issued by all the applicable governmental authorities; and (iii) clearing and/or
grading of the Land has commenced; and (B) with respect to the Phase 1 Improvements
that: (i) the plans have been prepared and all approvals thereof required by applicable
governmental authorities have been obtained for construction of the Phase 1
Improvements; (ii) all necessary permits for the construction of the Phase 1
Improvements pursuant to the plans have been issued by all the applicable governmental
authorities; and (iii) clearing and/or grading of the Land has commenced for the Phase 1
Improvements.
“Company” shall mean JSACQ / Georgetown, LP, a Texas limited partnership, its
successors and permitted assigns.
“Company Affiliate” shall mean any entity that is directly or indirectly controlled
by or is under common control with Company.
“Completion of Construction” shall mean: (A) with respect to the Infrastructure
that: (i) substantial completion of the Infrastructure, or portion thereof, has occurred in
accordance with the Plans and Specifications; (ii) City has conducted the final inspection
and accepted the Infrastructure, or applicable portion thereof; and (B) with respect to the
Phase 1 Improvements that: (i) substantial completion of the Phase 1 Improvements has
occurred; and (ii) City has issued a certificate of occupancy for the occupancy of the
Phase 1 Improvements.
“Contractor” shall mean the contractor(s) or sub-contractor(s) selected by
Company to construct the Infrastructure and Phase 1 Improvements.
“Effective Date” shall mean the last date of execution hereof by all Parties.
“Eligible Costs” shall mean the costs that are incurred and paid by Company for
acquisition of Right-of-Way (hereinafter defined) located off-site of Phase 1 or other real
property not owned by Company or an Company Affiliate for the Infrastructure and the
design and construction of the Infrastructure, including but not limited to hard
construction costs, engineering fees, permitting fees, testing fees, and construction
Page 97 of 170
PAGE 4 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
management fees not to exceed three and one-half percent (3.5%) but not including
interest, costs for on-site Right-of-Way located on Phase 1 or other real property owned
by Company or Company Affiliate or financing costs.
“Expiration Date” shall mean the earlier of the date of payment of the Maximum
Reimbursement Amount the Parties and the date of termination of the Zone.
“Force Majeure” shall mean any contingency or cause beyond the reasonable
control of a Party including, without limitation, acts of God or the public enemy, war,
riot, terrorism, civil commotion, insurrection, government or de facto governmental
action, restrictions or interferences (unless caused by the intentional acts or omissions of
the Party), fires, explosions, floods or other inclement weather, strikes, slowdowns or
work stoppages, incidence of disease or other illness that reaches outbreak, epidemic, or
pandemic proportions or similar causes that results in a reduction of labor force or work
stoppage in order to comply with local, state, or national disaster orders, construction
delays, shortages or unavailability of supplies, materials or labor, necessary
condemnation proceedings, or any other circumstances which are reasonably beyond the
control of the Party obligated or permitted under the terms of this Agreement to do or
perform the same, regardless of whether any such circumstances are similar to any of
those enumerated or not, the Party so obligated or permitted shall be excused from doing
or performing the same during such period of delay, so that the time period applicable to
such obligation or performance shall be extended for a period of time equal to the period
such Party was delayed, provided the Party whose performance is delayed provides
written notice to the other Party not later than fifteen (15) business days after the last day
of the month of the occurrence of the event(s) or condition(s) causing the delay or the
date the Party whose performance has been delayed becomes aware or should have
reasonably known of the event, describing such event(s) and/or condition(s) and the date
on which such event(s) and/or condition(s) occurred.
“GEDCO” shall mean the Georgetown Economic Development Corporation, a
Type A sales tax corporation.
“GTEC” shall mean Georgetown Transportation Enhancement Corporation, a
Type B sales tax corporation.
“GTEC Economic Development Incentive Agreement shall mean that certain
Economic Development Incentive Agreement by and between GTEC and Company
related to the extension of FM 972.
“Infrastructure” shall mean the design and construction of approximately 12,000
linear feet of 36” sanitary sewer trunk line connecting the Land to the Berry Dry
Interceptor and related utilities as generally depicted in Exhibit “B” in accordance with
the Plans and Specifications.
“Land” shall mean the real property described in Exhibit “A”.
Page 98 of 170
PAGE 5 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
“Maximum Reimbursement Amount” shall mean the cumulative payment of the
Reimbursement Payments in the amount of the lesser of: (i) Eligible Costs actually
incurred and paid by Company for the Infrastructure as verified by City; or (ii) the sum of
Eight Million Five Hundred Thousand No/100 Dollars ($8,500,000.00).
“Participation Agreement” shall mean an agreement between City and a Taxing
Unit for the Taxing Unit to contribute Tax Increment to the Tax Increment Fund.
“Party” means Company, Board or City. “Parties” means City, Board and
Company, collectively.
“Payment Request” shall mean a written request from the Company to City for an
annual Reimbursement Payment accompanied by: (i) copies of invoices, bills, receipts
and such other information as may be reasonably requested by City to document the costs
incurred and paid by Company for Eligible Costs for the Infrastructure; and (ii)
satisfactory written proof that all amounts owing to contractors and subcontractors for the
Infrastructure have been paid in full evidenced by the customary affidavits executed by
Company and/or its contractors.
“Plans and Specifications” shall mean the plans and specifications prepared by the
Project Engineer for the Infrastructure and/or Phase 1 Improvements, as approved by the
City Manager, or designee.
“Phase 1” shall mean that portion of the Land upon which the Phase 1
Improvements shall be constructed.
“Phase 1 Improvements” shall mean three (3) speculative industrial buildings
containing collectively approximately 400,000 square feet of space constructed on Phase
1, and other ancillary facilities such as reasonably required parking and landscaping more
fully described in the submittals filed by Company with City, from time to time, to obtain
a building permit(s).
“Project” shall collectively mean the Phase 1 Improvements and the
Infrastructure.
“Project Plan” shall mean the final financing and project plan for the Zone, as
amended.
“Reimbursement Payment(s)” shall mean the annual payment to Company for
Eligible Costs for the Infrastructure from the Tax Increment Fund beginning with the
First Annual Payment Date.
“Related Agreement” shall mean any written agreement (other than this Agreement)
by and between: (i) City, GEDCO and/or GTEC and the Company, or a Company Affiliate;
and (ii) the GTEC Economic Development Agreement.
Page 99 of 170
PAGE 6 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
“Tax Increment” shall mean the total amount of property taxes assessed by a
Taxing Unit for the year on the Captured Appraised Value of real property taxable by
such Taxing Unit and located in the Zone. The amount of Tax Increment contributed by
the Taxing Unit shall be limited to any maximum amount or other terms set forth in the
respective Participation Agreement of such Taxing Unit or the ordinance creating Zone,
in the case of City.
“Tax Increment Base” shall mean the total taxable value of all real property
taxable by a Taxing Unit and located in the Zone for the year in which the Zone was
designated (2021).
“Tax Increment Fund” shall mean the fund in which Tax Increment is deposited
by City and any Taxing Unit for the Zone.
“Taxable Value” shall mean the appraised value as certified by the appraisal
district, or its successor, for a given year.
“Taxing Unit” shall mean City and any taxing unit that taxes real property within
the Zone and enters a Participation Agreement with City to contribute Tax Increment to
the Tax Increment Fund.
“Zone” shall mean City of Georgetown Tax Increment Financing Zone Number
Six.
“Zone Ordinance” shall mean the ordinance of City designating the Zone.
Article II
Term
This Agreement shall begin on the Effective Date and shall continue until the Expiration
Date, unless sooner terminated as provided herein.
Article III
Zone Project
3.1 Project Construction.
(a) Construction Schedule. Company shall, subject to events of Force Majeure, cause
Commencement of Construction of the Infrastructure and/or the Phase I Improvements Project to
occur on or before June 30, 2023, and shall, subject to events of Force Majeure, cause
Completion of Construction of the Project to occur on or before June 30, 2025.
(b) Right-of-Way. Company shall, without additional cost to City and prior to
Commencement of Construction of the Project, dedicate, or cause the owner of the necessary
property to dedicate, by plat or convey by separate instrument, in form reasonably acceptable to
Page 100 of 170
PAGE 7 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
City any right-of-way or easements necessary for the installation, construction, use, maintenance
and repair of the Infrastructure (“Right-of-Way”).
(c) Project Engineer. Company shall within ninety (90) days after the Effective Date,
contract with one or more certified and licensed professional engineers (or firm) to prepare plans
and specifications for the design and construction of the Infrastructure for the benefit of City.
The professional engineer (or firm) selected by Company shall be approved in writing by City
prior to any engineering services being provided by the selected engineer (the “Project
Engineer”). Company’s contract with the Project Engineer shall provide that the Plans and
Specifications for the Infrastructure are being prepared for the benefit of City and that City (its
agents and contractors) may publish, reproduce, and use the Plans and Specifications for the
Infrastructure. City shall have the sole right to approve or reject Company's selection of a project
engineer and the cost of such services. This Agreement shall automatically terminate without
further notice in the event City does not provide written approval of an engineer selected by
Company for the design and construction of the Project.
(d) Plans and Specifications Approval. Company shall cause the Project Engineer to
submit the proposed plans and specifications for the Project to City for review and approval. City
may require Company to cause the revision and/or modification of the proposed plans and
specifications for the Project as often as is reasonably necessary. Company shall cause Project
Engineer to revise and/or modify and submit revised or modified plans and specifications for the
Infrastructure to City, as often as may be reasonably required by City. City shall have thirty (30)
days following receipt of the submittal of proposed plans and specifications for the Infrastructure
(including any revised or modified plans and specifications) to review and approve the proposed
plans and specifications for the Project. If City does not approve the proposed plans and
specifications for the Infrastructure (or revised or modified plans and specifications) within such
30-day period, the proposed plans and specifications shall be deemed disapproved. This process
shall be followed until the earlier of: (i) the date City approves proposed plans and specifications
for the Infrastructure; or (ii) the date which is sixty (60) days after the original submittal of the
proposed plans and specifications for the Project to City.
(e) Submission of Permit Applications. Prior to Commencement of Construction of
the Project, Company shall make, or cause to be made, application for any necessary permits and
approvals that are customarily required by City and any applicable governmental authorities to
be issued for the construction of the Project.
(f) Compliance. Company shall comply and cause its Contractor to comply with all
local and state laws and regulations regarding the design and construction of the Infrastructure in
accordance with the Plans and Specifications, including but not limited to, any applicable
requirement relating to payment, performance, and maintenance bonds.
(g) Project Inspection. City Engineer, or designee shall have the right to inspect the
Infrastructure to determine whether the Infrastructure construction is in accordance with the
requirements of Plans and Specifications, this Agreement as well as City standards, ordinances,
and regulations pertaining to the construction of public improvements.
Page 101 of 170
PAGE 8 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
(h) Pre-Construction Conference. Prior to Commencement of Construction of the
Project, if required by City, shall cause the Contractor and the Project Engineer to hold a pre-
construction conference with City-designated Engineering Inspector and the applicable private
and public utility companies, as necessary.
(i) Bonds. Company shall cause the Contractor to provide payment bonds and
performance bonds for the construction of the Infrastructure to ensure completion thereof
pursuant to Chapter 2253, Texas Government Code, as amended. Company shall cause the
Contractor to provide maintenance bonds for the Infrastructure in favor of City in accordance
with City requirements and regulations pertaining to maintenance bonds for public
improvements.
3.2 Acceptance Procedures. City acceptance of the Infrastructure or portion thereof
shall require:
(i) Submittal of executed Company's affidavit that all payrolls, invoices for materials
and equipment, and other liabilities connected with the Infrastructure work have been fully paid
or otherwise satisfied;
(ii) Submittal of executed Contractor's affidavit that all payrolls, invoices for
materials and equipment, and other liabilities connected with the Infrastructure work have been
fully paid or otherwise satisfied;
(iii) Submittal of Consent of Surety;
(iv) Submittal of one set of reproducible As-Built Record Drawings for the
Infrastructure;
(v) Delivery of a bill of sale conveying the Infrastructure, or portion thereof to City
for which the Company has submitted a Payment Request; and
(vi) Delivery of all assignable warranties or assignment of warranties for the
Infrastructure, or portion thereof for which Company has submitted a Payment Request.
3.3 Access to Work and Inspections. City, and its representatives, shall always have
access to the Project work from Commencement of Construction through Completion of
Construction. The Company shall take whatever steps reasonably necessary to provide such
access when requested. When reasonably requested by City based on substantiated need for
confirmation, the Company shall perform or cause to be performed such testing as may be
reasonably necessary or reasonably appropriate to ensure suitability of the jobsite or compliance
with the Plans and Specifications.
3.4 Indemnification. CITY AND BOARD SHALL NOT BE LIABLE FOR ANY
LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR
PROPERTY ARISING FROM THE ACTS OR OMISSIONS OF COMPANY OR ITS
CONTRACTOR PURSUANT TO THIS AGREEMENT. COMPANY HEREBY WAIVES ALL
Page 102 of 170
PAGE 9 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
CLAIMS AGAINST CITY, THE BOARD, THEIR, OFFICERS, AGENTS AND EMPLOYEES
(COLLECTIVELY REFERRED TO IN THIS SECTION AS “CITY”) FOR DAMAGE TO
ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY
TIME AND FROM ANY CAUSE OTHER THAN THE SOLE NEGLIGENCE, GROSS
NEGLIGENCE, OR WILLFUL MISCONDUCT OF CITY. COMPANY DOES HEREBY
INDEMNIFY, DEFEND AND SAVE HARMLESS CITY FROM AND AGAINST ANY AND
ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS,
ATTORNEYS’ FEES AND COSTS OF INVESTIGATION) AND ACTIONS OF ANY KIND
BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS
OF PROPERTY ARISING FROM COMPANY’S BREACH OF ANY OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT, OR BY REASON OF ANY NEGLIGENT OR
WILLFUL ACT OR OMISSION ON THE PART OF COMPANY, ITS OFFICERS,
DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED
ASSIGNS IN THE PERFORMANCE OF THIS AGREEMENT (EXCEPT WHEN SUCH
LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM
OR ARE ATTRIBUTED TO THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR
WILLFUL ACT OF CITY. IN THE EVENT OF JOINT OR CONCURRENT NEGLIGENCE
OF BOTH CITY AND COMPANY, THE RESPONSIBILITY, IF ANY, SHALL BE
APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL
IMMUNITY AVAILABLE TO CITY AND WITHOUT WAIVING ANY DEFENSES OF THE
PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS SECTION ARE SOLELY
FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS AND NOT INTENDED TO CREATE OR
GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR
ENTITY. THE COMPANY’S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE
LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR
REQUIRED TO BE MAINTAINED BY COMPANY UNDER THIS AGREEMENT. THIS
PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
3.5 Project Records and Audits.
(a) Company shall keep, and cause the Contractor to keep, a complete and accurate
record to document the performance of the Infrastructure work and to expedite any audit that
might be conducted by City and/or its authorized representatives. Company shall maintain and
cause the Contractor to maintain records sufficient to document that the payments provided
pursuant to this Agreement were expended only for Eligible Costs for the Infrastructure that were
incurred in accordance with all applicable state and local laws, rules, policies, and procedures,
and in accordance with this Agreement.
(b) Company shall maintain, and cause the Contractor to maintain all books,
documents, papers, accounting records and other documentation relating to costs incurred under
this Agreement; and Company shall make, and cause the Contractor to make such materials
available to City for review and inspection during the term of this Agreement and for a period of
Page 103 of 170
PAGE 10 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
two (2) years from the date of Completion of Construction of the Project, or until any pending
litigation or claims are resolved, whichever is later.
(c) Company shall provide and cause the Contractor, upon not less than 48 hours’
prior written notice, to provide City access to all Infrastructure records during normal business
hours that are applicable to this Agreement for the purpose of making audits, examinations,
excerpts, and transcriptions.
3.6 Assignment of Warranties. Company agrees to obtain and assign to City the
assignable warranties from the Contractor and suppliers providing labor and/or materials in
connection with the Infrastructure. Such warranties shall: (a) be at least standard industry
warranties with respect to the Infrastructure; and (b) obligate the Contractor and suppliers to
repair all defects in the Infrastructure for a period of two (2) years following Completion of
Construction of the Infrastructure.
3.7 Casualty. Risk of loss due to casualty shall be borne by Company until
Completion of Construction of the Infrastructure. Company shall carry, or cause to be carried as
an Eligible Cost, insurance in amounts sufficient to restore any portion of the Infrastructure
damaged by casualty to the same condition as existed immediately prior to such casualty.
Company will, in any event, restore any portion of the Infrastructure damaged or destroyed by
casualty as part of its obligation to construct the Infrastructure and the time granted by City for
restoration shall be commensurate to the extent of the damage or destruction.
3.8 Insurance. Company shall obtain and maintain in full force and effect at its
expense the policies of insurance and coverage identified in (a) and (d)] below and shall require
its Contractor to obtain and maintain at their expense each of the policies of insurance and
coverage identified in (a) through (e) below. Company shall require any company providing
Engineering Services to obtain and maintain at their expense each of the policy of insurance and
coverage identified in (f) below.:
(a) Commercial General Liability Policy covering bodily injury, death and property
damage, including the property of City, its directors, officers, employees and agents insuring
against all claims, demands or actions relating to the Project work and services provided
pursuant to this Agreement with minimum limits on a per project basis of not less than One
Million No/100 Dollars ($1,000,000) combined single limit and Two Million No/100 Dollars
($2,000,000) aggregate, including products and completed operations coverage. This policy shall
be primary to any policy or policies carried by or available to City.
(b) Workers' Compensation/Employer's Liability Insurance Policy in full accordance
with the statutory requirements of the State of Texas and shall include bodily injury,
occupational illness, or disease coverage with minimum Employer’s Liability limits of not less
than $500,000/$500,000/$500,000.
(c) Automobile Liability Insurance Policy covering all operations of Company
pursuant to this Agreement involving the use of motor vehicles, including all owned, non-owned
Page 104 of 170
PAGE 11 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
and hired vehicles with minimum limits of not less than One Million No/100 Dollars
($1,000,000) combined single limit for bodily injury, death, and property damage liability.
(d) Excess Liability Insurance Policy with a limit of not less than Ten Million No/100
Dollars ($10,000,000). Such insurance shall be in excess of the commercial general liability
insurance, business auto liability insurance and employer’s liability insurance. This insurance
will apply as primary insurance with respect to any other insurance or self-insurance programs
maintained by City and shall be provided on a “following form basis”. Continuing commercial
umbrella coverage, if any, shall include liability coverage for damage to the Contractor’s
completed work.
(e) Property/Builders Risk Insurance Policy with “all-risk” coverage on the entire
Project construction value with replacement cost basis to include the interest of City, Company,
the Contractor in the Project work, and materials in transit and stored off the Project site destined
for incorporation.
(f) Professional Liability Insurance (if applicable) with limit of not less than Two
Million No/100 Dollars ($2,000,000) for all negligent acts, errors and omissions by the Project
Engineer that arise out of the performance of this Agreement.
(g) Waiver of Subrogation Rights. The Commercial General Liability, Worker’s
Compensation, Business Auto and Excess Liability insurance required pursuant to this
Agreement shall provide for waivers of all rights of subrogation against City.
(h) Additional Insured Status. Except for Worker’s Compensation Insurance and any
Professional Liability Insurance, all insurance required pursuant to this Agreement shall include
and name City, its elected officials, officers, and employees as additional insureds. The
Additional Insured status for City shall remain in force and effect for a minimum of two (2)
years following abandonment or completion of the work and services provided pursuant to this
Agreement and the termination of this Agreement.
(i) Certificates of Insurance. Certificates of Insurance and policy endorsements for
the required insurance shall be delivered to City prior to the commencement of any work or
services under this Agreement and annually for a minimum of two (2) years following the
Expiration Date or termination of this Agreement, abandonment, or completion of Project work.
All required policies shall be endorsed to provide City with thirty (30) days advance notice of
cancellation or material change in coverage. In the event the companies providing the required
insurance are prohibited by law to provide any such specific endorsements regarding
cancellation, non-renewal and/or material changes, the Company shall provide at least thirty (30)
days prior written notice to City of any cancellation, non-renewal and/or material changes to any
of the policies of insurance.
(j) On every date of renewal of the required insurance policies, Company shall
deliver to City (and cause the Contractor to deliver to City a Certificate of Insurance and policy
endorsements to be issued evidencing the required insurance herein. In addition, Company shall,
within ten (10) business days after written request, provide City with Certificates of Insurance
Page 105 of 170
PAGE 12 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
and policy endorsements for the insurance required herein (which request may include copies of
such policies). The delivery of the Certificates of Insurance and the policy endorsements
(including copies of such insurance policies) to City is a condition precedent to the payment of
any amounts due to Company by City.
(k) Carriers. All policies of insurance required to be obtained by Company and its
Contractor pursuant to this Agreement shall be maintained with insurance carriers that are
satisfactory to City and lawfully authorized to issue insurance in the state of Texas for the types
and amounts of insurance required herein. All insurance companies providing the required
insurance shall be authorized to transact business in Texas and rated at least “A-VII” by AM
Best or other equivalent rating service. All policies must be written on a primary basis, non-
contributory with any other insurance coverage and/or self-insurance maintained by City.
3.9 City Construction of Infrastructure.
(a) Notwithstanding anything to the contrary herein, if Company defaults in its
obligations to cause the Commencement and Completion of Construction of the Infrastructure
and such default is not cured after notice as provided herein City and/or the Board shall have the
right, in their sole discretion, to construct the Infrastructure, or portion thereof, after prior notice
to the Company as provided for herein. In such event City and/or Board elect to construct the
Infrastructure, or portion thereof, all costs incurred by or paid by City and/or the Board therefore
shall be reimbursed to City and/or Board through the Reimbursement Payments hereunder.
3.10 Traffic Impact Analysis. In connection with the GTEC Economic Development
Agreement and provided Company does not have an uncured breach of this Agreement or a
Related Agreement, City grants an exception/waiver of the requirement for Company to cause a
traffic impact analysis to be conducted as required by 12.09 of the Unified Development Code
for the Land.
3.11 Temporary On-Site Septic. Company shall, until Completion of Construction of
the Infrastructure and connection to the Dry Berry Creek Interceptor, be allowed to construct,
maintain and use a temporary on-site septic system on the industrial zone portion of the Land.
Article IV
Reimbursement Payments
4.1 Reimbursement Payments. (a) Subject to the Company’s continued satisfaction of
all the terms and conditions of this Agreement, City agrees to reimburse Company for Eligible
Costs for the Infrastructure solely from the Reimbursement Payments from the Tax Increment
Fund as set forth herein.
(b) City shall make Reimbursement Payments, not to exceed the Maximum
Reimbursement Amount, to the Company for Eligible Costs for the Infrastructure on an annual
basis within 30 days after receipt of a Payment Request following June 1 of each calendar year
(the “Annual Payment Date”) beginning with the First Annual Payment Date; provided however
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PAGE 13 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
the payment of the last Reimbursement Payment for Eligible Expenses for the Infrastructure
from the 2038 Tax Increment shall survive the termination of the Zone, unless the Zone is
terminated as result of a termination of this Agreement.
(c) The amount of each annual Reimbursement Payment shall be the lesser of: (i) the
amount of the Eligible Costs then eligible for payment pursuant to paragraph (b) of this Section
4.1 that have not been paid to Company; and (ii) the amount of available Tax Increment Funds
after consideration of the Tax Increment Fund Priorities set forth in Section 4.2, below, not to
exceed the Maximum Reimbursement Amount. If there are insufficient funds in the Tax
Increment Fund for an annual Reimbursement Payment, the unreimbursed Eligible Costs are
carried forward without interest, to succeeding Annual Payment Dates until reimbursement of
the Eligible Costs for the Infrastructure has been made in full not to exceed the Maximum
Reimbursement Amount, or termination of this Agreement or the Zone, whichever occurs first.
(d) The Parties agree that the Reimbursement Payments shall be provided solely from
funds from the Tax Increment Fund, and only to the extent that funds are available in the Tax
Increment Fund. Company acknowledges and agrees that City is only obligated to reimburse
Company for Eligible Costs to the extent that there are available funds from the Tax Increment
Fund during the term of this Agreement. The obligation of City to pay Company the Eligible
Costs is limited to the extent that there are funds in the Tax Increment Fund available during the
term of this Agreement.
(e) Company agrees to look solely to the Tax Increment Fund, not City general or
other funds, for payment of the Reimbursement Payments to the extent monies in the Tax
Increment Fund are available. Nothing in this Agreement shall be construed to obligate City to
provide Reimbursement Payments from any other source of funds or to otherwise require City to
pay Company for Eligible Costs in the event there are insufficient funds in the Tax Increment
Fund to pay Eligible Costs or in the event the Zone terminates prior to payment in full of the
Eligible Costs or payment of the Maximum Reimbursement Amount (provided City shall not
adopt an ordinance providing for termination of Zone on a date earlier than December 31,
2038unless this Agreement has been terminated). Upon the termination of this Agreement or the
Expiration Date, any Eligible Costs and Reimbursement Payments under this Agreement that
remain un-reimbursed or that remains unpaid, due to lack of availability of Tax Increment Funds,
or due to the failure of Company to satisfy any precondition of reimbursement under this
Agreement, shall no longer be considered obligations of the Zone, and any obligation of City to
provide Reimbursement Payments to Company for Eligible Costs shall automatically expire and
terminate on such date.
4.2 Tax Increment Fund Priorities. (a) Except as otherwise provided herein, the funds
deposited in the Tax Increment Fund shall be applied in the following order of priority:
(i) amounts pledged or required for payment of outstanding bonds or City debt issued
for the Zone projects, if any, for the payment of the obligations of this Agreement;
(ii) the reasonable administrative costs of the Zone;
(iii) the maintenance of a minimum balance of $10,000.00 in the Tax Increment Fund;
prior to the last year of the Zone and
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PAGE 14 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
(iv) Reimbursement Payments to the Company, or City pursuant to Section 3.9.
(b) The use of Tax Increment contributed by any Taxing Unit other than City shall be
subject to any rules, regulations, restrictions, and limitations set forth in the respective
Participation Agreement for such Taxing Unit.
4.3 Current Revenue. The Reimbursement Payments to be provided herein shall be
paid solely from lawful available funds in the Tax Increment Fund. Under no circumstances shall
obligations of City and/or the Board hereunder be deemed to create any debt within the meaning
of any constitutional or statutory provision.
4.4 Tax Protest. (a) In the event the Company or any owner or lessee of any real
property and/or improvements within the Zone (“Protest Property”) timely and properly protests
or contests (including any motion to correct the appraisal roll) the Taxable Value and/or the
taxation of the Protest Property, or any portion thereof, with the applicable appraisal district (or
its successor)(“Tax Protest”) the obligation of City and Board to provide the Reimbursement
Payments from the Tax Increment Fund with respect to such Protest Property or portion thereof,
for such tax year shall be postponed with regard to the amount of ad valorem taxes that are in
dispute (based on the amount or portion of taxable value of the Protest Property in dispute) until
a final determination has been made of such Tax Protest. In the event of a Tax Protest City shall
send written notice to the Company of the amount of ad valorem taxes that are in dispute (based
on the amount or portion of taxable value of the Protest Property in dispute). However in the
event a Tax Protest results in a final determination that changes the appraised value and/or the
Taxable Value of the Protest Property or the amount of ad valorem taxes assessed and due for the
Protest Property, or portion thereof, after a Reimbursement Payment has been paid which
includes Tax Increment for such Protest Property for such tax year, the Tax Increment Fund will
be adjusted accordingly and the Reimbursement Payment with respect to such tax year shall be
adjusted (increased or decreased as the case may be) accordingly on the date of payment of the
next Annual Payment Date for a Reimbursement Payment, or within thirty (30) business days
after such determination in the event no further Reimbursement Payments are due under the
Agreement. In the event there are no further Reimbursement Payments due under this Agreement
and Tax Increment with respect to such Protest Property is reduced Company, shall within thirty
(30) days after written demand from City, reimburse City for such over payment of any such
Reimbursement Payments.
(b) Refunds. If City determines that the amount by which such Reimbursement Payment
was less than the correct amount to which Company was entitled (together with such records,
reports, and other information necessary to support such determination), City shall, within thirty
(30) days, pay the adjustment to Company.
4.5 Third Party Ownership. No third-party purchaser of any portion of the Phase 1
Improvements or the Land shall be deemed an assignee under this Agreement or be entitled to
receive any Reimbursement Payments directly from City hereunder without the execution of an
assignment by Company to such third party, approved in writing by City. Nothing herein shall be
construed to limit the ability of Company to pledge or collaterally assign rights to funds from
Reimbursement Payments following receipt thereof from City. Notwithstanding anything to the
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PAGE 15 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
contrary, City shall not be required to provide or direct any Reimbursement Payments to any
third-party in the absence of an assignment approved by City.
Article V
Conditions to City Incentive Payments
The obligation of City to pay each Reimbursement Payment shall be conditioned upon
the continued compliance with and satisfaction of each of the terms and conditions of this
Agreement by Company and each of the conditions set forth below at the time such annual
Reimbursement Payment is due:
(a) Good Standing. The Company shall not have an uncured breach or default of any
term of this Agreement, or any Related Agreement.
(b) Undocumented Workers. The Company has not been convicted of a violation
under 8 U.S.C. Section 1324a (f).
(c) Payment Request. Company shall, as a condition precedent to its eligibility to
receive a Reimbursement Payment, have timely provided City with the applicable
Payment Request on or before June 1 of the calendar year in which the Payment
Request is made
(d) Capital Investment. The Capital Investment shall be at least Twenty-Four Million
No/100 Dollars ($24,000,000.00) as of the date of Completion of Construction of
the Project. Company shall within thirty (30) days after the Completion of
Construction of the Project provide City with copies of receipts and other records
as City may reasonably request evidencing the required Capital Investment.
(e) Compliance with the UDC. The Land and any improvements constructed thereon
shall comply with the UDC standards for non-residential development, as well as
design and materials for non-residential development for all building facades.
(f) Master Plan. Company shall have prepared and submit to City a conceptual
master plan for the Land which shall comply with the minimum design standards
and other details as required by the zoning ordinance as of the Effective Date for
the development of the Phase I Improvements.
Article VI
Termination
6.1 This Agreement shall terminate on the Expiration Date, or may be terminated
earlier upon any one of the following:
(a) by written agreement of the Parties;
(b) upon written notice from either Party in the event the other Party breaches any of
the terms or conditions of this Agreement or a Related Agreement and such
breach is not cured within thirty (30) days after written notice thereof;
(c) upon written notice from City if Company suffers an event of Bankruptcy or
Insolvency;
(d) upon written notice from City, if any Impositions owed to City or the State of
Texas by Company shall become delinquent and shall remain delinquent for more
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PAGE 16 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
than thirty (30) days after written notice of such delinquency from City to
Company (provided, however Company retains the right to timely and properly
protest and contest any such Impositions); or
(e) upon written notice by either Party, if any subsequent Federal or State legislation
or any decision of a court of competent jurisdiction declares or renders this
Agreement invalid, illegal, or unenforceable.
6.2 City Remedies. In the event the Agreement is terminated by City pursuant to
Section 6.1(b), (c), (d), or (e), City and Board shall be relieved of any further obligation to pay
Reimbursement Payments to Company for Eligible Costs incurred by the Company prior to or
after the date of termination. In the event the Agreement is terminated pursuant to Section 6.1(b)
by City for an uncured default, City may also seek specific performance related to such uncured
default, and/or actual damages incurred because of such uncured default.
6.3 Company Remedies. In the event of an uncured default of this Agreement
Company may seek specific performance and/or actual damages incurred because of such
uncured default.
6.4 Right of Offset. City may at its option, offset any amounts due and payable under
this Agreement against any debt (including taxes) lawfully due and owing to City and/or GTEC
from Company, regardless of whether the amount due arises pursuant to the terms of this
Agreement, a Related Agreement, or otherwise, and regardless of whether the debt has been
reduced to judgment by a court.
Article VII
Miscellaneous
7.1 Binding Agreement; Assignment. The terms and conditions of this Agreement are
binding upon the successors and permitted assigns of the Parties hereto. This Agreement may not
be assigned without the prior written consent of City, which consent shall not be unreasonably
withheld, denied, or delayed. Company or any permitted assignee of the Company shall have the
right to grant a security interest in this Agreement by collaterally assigning Company’s (or
permitted assignee’s) rights under this Agreement to any lender which provides financing to the
Company or its permitted assignee for all or part of the Infrastructure, and City agrees to execute
and deliver any documents reasonably requested by any such lender to evidence and/or perfect
its rights under this Agreement. At no time shall City be required to make any payments under
this Agreement to any party other than Company or a party to whom this Agreement has been
fully assigned and has agreed in writing to assume all liabilities and obligations of the Company
set forth in this Agreement unless otherwise agreed to by City.
7.2 Limitation on Liability. It is understood and agreed between the Parties that
Company and City, in satisfying the conditions of this Agreement, have acted independently, and
assume no responsibilities or liabilities to third parties in connection with these actions.
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PAGE 17 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
7.3 No Joint Venture. It is acknowledged and agreed by the Parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the Parties.
7.4 Authorization. Each Party represents that it has full capacity and authority to grant
all rights and assume all obligations that are granted and assumed under this Agreement.
7.5 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the Party at the address set forth below or
(ii) on the day received if sent by courier or otherwise hand delivered.
If intended for City or Board, to
David Morgan,
City Manager
City of Georgetown
808 Martin Luther King, Jr. Street
Georgetown, Texas 78626
With a copy to:
Skye Masson, City Attorney
City of Georgetown
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
If intended for Company, to:
Attn: Grant E. Pearson
Vice President, Development
JSACQ / Georgetown, LP
4890 Alpha Road, Suite 100
Dallas, Texas 75244
With a copy to:
JSACQ / Georgetown, LP
Attn: John Stone
Chief Financial Officer
4890 Alpha Road, Ste. 100
Dallas, Texas 75244
7.6 Entire Agreement. This Agreement is the entire agreement between the Parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written agreement between the Parties that in any manner relates to the subject matter of this
Agreement, except as provided in any Exhibits attached hereto.
7.7 Governing Law. The Agreement shall be governed by the laws of the State of
Texas; and venue for any action concerning this Agreement shall be in the State District Court of
Williamson County, Texas. The Parties agree to submit to the personal and subject matter
jurisdiction of said court.
7.8 Amendment. This Agreement may only be amended by a written agreement
executed by all Parties.
7.9 Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the
intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal,
invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and
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PAGE 18 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
7.10 Recitals. The recitals to this Agreement are incorporated herein.
7.11 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all the counterparts shall constitute one
and the same instrument.
7.12 Exhibits. All exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
7.13 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, expressly pertaining to
a period of time following the termination of this Agreement shall survive termination.
7.14 Employment of Undocumented Workers. During the term of this Agreement
Company agrees not to knowingly employ any undocumented workers and if convicted of a
violation under 8 U.S.C. Section 1324a (f), the Company shall repay the amount of any
Reimbursement Payment or other funds received by Company from City from the date of this
Agreement to the date of such violation within 120 days after the date Company is notified by
City of such violation, plus interest at the rate of 4% compounded annually from the date of
violation until paid. Company is not liable for a violation of this section by a subsidiary, affiliate,
or franchisee of Company or by a person with whom Company contracts.
7.15 Boycott Israel; Boycott Energy Companies; and of Discrimination against
Firearm Entities and Firearm Trade Associations.
(a) Company verifies that it does not Boycott Israel and agrees that during the term of
the Agreement will not Boycott Israel as that term is defined in Texas
Government Code Section 808.001, as amended.
(b) Company verifies that it does not Boycott Energy Companies and agrees that
during the term of this Agreement will not Boycott Energy Companies as that
term is defined in Texas Government Code Section 809.001, as amended.
(c) Company verifies that it does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association as those
terms are defined in Texas Government Code Section 2274.001, as amended; and
(ii) will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
(d) This section does not apply if Company is a sole proprietor, a non-profit entity, or
a governmental entity; and only applies if: (i) Company has ten (10) or more
fulltime employees and (ii) this Agreement has a value of $100,000.00 or more to
be paid under the terms of this Agreement.
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PAGE 19 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
7.16 Conditions Precedent. This Agreement is expressly subject to, and the obligations
of the Parties are conditioned upon (i) the GTEC Economic Development Agreement is fully
executed and (ii) the City Council approving by ordinance a final Zone project plan and
financing plan that includes the funding for the Infrastructure provided by this Agreement after
the approval of the project plan and financing plan by the Board.
(Signature page to follow)
Page 113 of 170
PAGE 20 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
EXECUTED on this _______ day of ____________________, 2021.
CITY OF GEORGETOWN, TEXAS
By: ______________________________________
Josh Schroeder, Mayor
APPROVED AS TO FORM:
By:
Skye Masson, City Attorney
EXECUTED on this _______ day of ____________________, 2021.
BOARD OF DIRECTORS, CITY OF GEORGETOWN
TAX INCREMENT REINVESTMENT ZONE NUMBER
SIX
By:
President
EXECUTED the _________ day of ____________________, 2018.
JSACQ / GEORGETOWN, LP,
a Texas limited partnership
By: JSC / Georgetown GP, LLC,
a Texas limited liability company,
its general partner
By:
Name:
Title:
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PAGE 21 INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
Page 115 of 170
PAGE 1 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
Exhibit “A”
Legal Description of the Land
North Georgetown TIRZ #6
Preliminary Project & Financing Plan
Exhibit 1 – Metes & Bounds Description of Property
FIELD NOTES FOR A 119.784 ACRE TRACT OF LAND:
BEING A 119.784 ACRE TRACT OF LAND, LOCATED IN THE WILLIAM ROBERTS SURVEY,
ABSTRACT NO. 524, WILLIAMSON COUNTY, TEXAS; SAID 119.784 ACRE TRACT, BEING
ALL OF THAT CALLED 111.36 ACRE TRACT OF LAND KNOWN AS "TRACT I", THE
REMAINING PORTION OF THAT CALLED 7.3 ACRE TRACT OF LAND KNOWN AS
"TRACT II", AND ALL OF THAT CALLED 2.12 ACRE TRACT OF LAND KNOWN AS "TRACT
III", RECORDED IN VOLUME 512, PAGE 71, DEED RECORDS, WILLIAMSON COUNTY,
TEXAS, AND BEING ALL OF THAT CALLED 3.05 ACRE TRACT OF LAND RECORDED IN
VOLUME 545, PAGE 392, DEED RECORDS, WILLIAMSON COUNTY, TEXAS, BEING THE
SAME PROPERTY CONVEYED TO JASPER N. SUDDUTH AND WIFE, IDA P. SUDDUTH IN
INSTRUMENT RECORDED IN VOLUME 512, PAGE 71 AND BEING ALL OF THE SAME
PROPERTY CONVEYED TO DONALD HOYLE AND WIFE, PATSY S. HOYLE IN
INSTRUMENT RECORDED IN VOLUME 545, PAGE 392; SAID 119.784 ACRE TRACT
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at a 1/2" iron rod located for the northwest corner of the remainder of
said 7.3 acre tract, the northeast corner of that called 54.3 acre tract of land
recorded in Document No. 2014088568, Official Public Records, Williamson
County, Texas, being an angle point of that called 104.89 acre tract of land
recorded in Document No. 2008016952, Official Public Records, Williamson
County, Texas, said point being the northwest corner of the herein described tract
of land;
Thence, with the northwest lines of the remainder of said 7.3 acre tract, said 2.12
acre tract, and said 111.36 acre tract, the southeast lines of said 104.89 acre tract,
the following two (2) courses and distances:
1. N 64° 22' 55" E, a distance of 197.60' (Record per Doc. No. 2008016952: N 65°
45' 36" E, a distance of 197.59'), to a 1/2" iron rod located for an angle point
of the herein described tract of land;
2. N 68° 12' 57" E, a distance of 1820.19' (Record per Doc. No. 2008016952: N
69° 36' 19" E, a distance of 1820.51'), to a 1" square iron pipe located for an
angle point of said 111.36 acre tract, being the southeast corner of said
Page 116 of 170
PAGE 2 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
104.89 acre tract, the southwest corner of that called 72.32 acre tract of
land recorded in Volume 886, Page 335, Deed Records, Williamson County,
Texas, said point being an angle point of the herein described tract of land;
3. Thence, with the northwest line of said 111.36 acre tract, the southeast line
of said 72.32 acre tract, N 70° 40' 37" E, passing a 1" iron pipe located at a
distance of 656.89', continuing a total distance of 659.38' (Record: N 74° 10'
00" E, a distance of 658.61')(Record per Vol. 886, Pg. 335: N 72° 57' 00" E, a
distance of 658.13')(Record per Doc. No. 2006017468: N 70° 39' 41" E, a
distance of 659.38'), to a 1/2" iron rod located in the northwest right-of-way
line of Interstate Highway 35 Frontage Road as shown in Document No.
2006017468, Official Public Records, Williamson County, Texas, being the
northeast corner of said 111.36 acre tract, said point being the northeast
corner of the herein described tract of land;
4. Thence, with the northwest right-of-way line of Interstate Highway 35
Frontage Road, the southeast line of said 111.36 acre tract, S 13° 56' 20" W,
passing a TxDOT concrete monument located at a distance of 543.58', a
TxDOT concrete monument located at a distance of 1000.60', a TxDOT
concrete monument located at a distance of 2001.10', continuing 100.54'
for a total distance of 3645.82' (Record per Doc. No. 2006017468: S 13° 56'
29" W, a distance of 3646.70'), to a calculated point in a power pole in the
northwest right-of-way line of Interstate Highway 35 Frontage Road as
shown in Document No. 2006017468, Official Public Records, Williamson
County, Texas, being the southeast corner of said 111.36 acre tract, said
point being the southeast corner of the herein described tract of land;
5. Thence, departing the northwest right-of-way line of Interstate Highway 35
frontage road, with the southeast lines of said 111.36 acre tract, said 2.12
acre tract, and the remainder of said 7.3 acre tract, the northwest line of
that called 1.249 acre tract of land known as "Second Tract", recorded in
Volume 1732, Page 249, Deed Records, Williamson County, Texas, S 67° 42'
10" W, passing a 3/8" iron rod located at a distance of 0.42' for the northeast
corner of said 1.249 acre tract, a 1/2" iron rod located at a distance of
994.53' for the northwest corner of said 1.249 acre tract, continuing 56.01' for
a total distance of 1050.96' (Record per Vol. 1732, Pg. 249: S 71° 00' 00" W, a
distance of 990.14'), to a calculated point in the center of Dry Berry Creek,
being the southwest corner of the remainder of said 7.3 acre tract, the
southeast corner of that called 45.00 acre tract of land recorded in
Document No. 2004002927, Official Public Records, Williamson County,
Page 117 of 170
PAGE 3 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
Texas, being in a northwest line of that called 71.997 acre tract of land
recorded in Document No. 2008000666, Official Public Records, Williamson
County, Texas, said point being the southwest corner of the herein
described tract of land;
Thence, with the approximate center line of Dry Berry Creek, the following twelve
(12) courses and distances:
6. N 18° 43' 13" W, a distance of 119.07', to a calculated point for an angle
point of the herein described tract of land;
7. N 08° 20' 24" W, a distance of 77.91', to a calculated point for an angle
point of the herein described tract of land;
8. N 06° 15' 48" E, a distance of 102.38', to a calculated point for an angle
point of the herein described tract of land;
9. N 16° 24' 06" E, a distance of 224.02', to a calculated point for an angle
point of the herein described tract of land;
10. N 07° 44' 03" E, a distance of 168.85', to a calculated point for an angle
point of the herein described tract of land;
11. N 07° 06' 33" W, a distance of 204.47', to a calculated point for an angle
point of the herein described tract of land;
12. N 11° 33' 16" W, a distance of 283.45', to a calculated point for an angle
point of the herein described tract of land;
13. N 13° 30' 25" W, a distance of 113.69', to a calculated point for an angle
point of the herein described tract of land;
14. N 19° 16' 42" W, a distance of 358.97', to a calculated point for an angle
point of the herein described tract of land;
15. N 21° 52' 20" W, a distance of 91.57', to a calculated point for an angle
point of the herein described tract of land;
16. N 32° 08' 36" W, a distance of 49.98', to a calculated point for an angle
point of the herein described tract of land;
Page 118 of 170
PAGE 4 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
17. N 42° 07' 33" W, a distance of 44.61', to a calculated point in the center of
Dry Berry Creek, being in a northwest line of the remainder of said 7.3 acre
tract, a southeast line of said 54.3 acre tract, said point being an exterior
corner of the herein described tract of land;
18. Thence, departing the center of Dry Berry Creek, with a northwest line of the
remainder of said 7.3 acre tract, a southeast line of said 54.3 acre tract, N
62° 51' 22" E, passing a 1/2" iron rod located for reference at a distance of
30.81', continuing 52.06' for a total distance of 82.87', to a 1/2" iron rod
located for an interior corner of the remainder of said 54.3 acre tract, the
southeast corner of said 54.3 acre tract, said point being an interior corner
of the herein described tract of land,
Thence, with the southwest lines of the remainder of said 7.3 acre tract, the
northeast lines of said 54.3 acre tract, the following fourteen (14) courses and
distances:
19. N 21° 45' 16" W, a distance of 131.35' (Record per Doc. No. 2014088568: N
20° 22' 13" W, a distance of 131.35'), to a 60D nail located for an angle point
of the herein described tract of land;
20. N 20° 31' 05" W, a distance of 60.86' (Record per Doc. No. 2014088568: N 19°
06' 55" W, a distance of 60.76'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
21. N 30° 43' 16" W, a distance of 11.06' (Record per Doc. No. 2014088568: N 29°
19' 54" W, a distance of 11.05'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
22. N 22° 54' 40" W, a distance of 104.20' (Record per Doc. No. 2014088568: N
21° 31' 18" W, a distance of 104.14'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
23. N 18° 03' 10" W, a distance of 130.05' (Record per Doc. No. 2014088568: N
16° 43' 03" W, a distance of 130.08'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
Page 119 of 170
PAGE 5 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
24. N 23° 12' 32" W, a distance of 100.95' (Record per Doc. No. 2014088568: N
21° 53' 07" W, a distance of 101.09'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
25. N 20° 47' 10" W, a distance of 180.56' (Record per Doc. No. 2014088568: N
19° 26' 34" W, a distance of 180.48'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
26. N 22° 02' 53" W, a distance of 104.75' (Record per Doc. No. 2014088568: N
20° 35' 52" W, a distance of 104.99'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
27. N 26° 22' 25" W, a distance of 33.25' (Record per Doc. No. 2014088568: N 24°
55' 24" W, a distance of 33.32'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
28. N 08° 48' 02" W, a distance of 6.36' (Record per Doc. No. 2014088568: N 07°
21' 01" W, a distance of 6.37'), to a 1/2" iron rod located for an angle point
of the herein described tract of land;
29. N 20° 14' 35" W, a distance of 16.17' (Record per Doc. No. 2014088568: N 18°
49' 16" W, a distance of 16.18'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
30. N 20° 03' 30" W, a distance of 17.68' (Record per Doc. No. 2014088568: N 18°
38' 11" W, a distance of 17.69'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
31. N 20° 06' 15" W, a distance of 231.63' (Record per Doc. No. 2014088568: N
18° 40' 56" W, a distance of 231.73'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
32. N 19° 32' 43" W, a distance of 110.22' (Record per Doc. No. 2014088568: N
18° 07' 24" W, a distance of 110.27'), to the POINT OF BEGINNING containing
119.784 acres of land.
Page 120 of 170
PAGE 6 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
Note: The basis of bearing was established using the Trimble VRS Network, NAD
(83), Texas State Plane Coordinate System, Central Zone, 4203, US Survey Foot,
Grid. A survey plat was prepared by a separate document.
Page 121 of 170
PAGE 7 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
FIELD NOTES FOR A 104.884 ACRE TRACT OF LAND:
BEING A 104.884 ACRE TRACT OF LAND, LOCATED IN THE WILLIAM ROBERTS SURVEY,
ABSTRACT NO. 524, WILLIAMSON COUNTY, TEXAS; SAID 104.884 ACRE TRACT,
BEING ALL OF THAT CALLED 104.89 ACRE TRACT OF LAND RECORDED IN
DOCUMENT NO. 2020151834, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY,
TEXAS; SAID 104.884 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS AS FOLLOWS:
BEGINNING at a 1" square iron pipe located for the easternmost corner of said
104.89 acre tract, the southernmost corner of that called 72.32 acre tract of land
recorded in Volume 886, Page 335, Deed Records, Williamson County, Texas,
being an angle point of that called 111.36 acre tract of land known as "Tract 1",
recorded in Volume 512, Page 71, Deed Records, Williamson County, Texas, said
point being the easternmost corner of the herein described tract of land;
Thence, with the southeast lines of said 104.89 acre tract, the northwest lines of
said 111.36 acre tract, the following two (2) courses and distances:
1. S 68° 12' 57" W, a distance of 1820.19' (Record: S 69° 36' 19" W, a distance
of 1820.51'), to a 1/2" iron rod located for an angle point of the herein
described tract of land;
2. S 64° 22' 55" W, a distance of 197.60' (Record: S 65° 45' 36" W, a distance of
197.59'), to a 1/2" iron rod located for an angle point of said 104.89 acre
tract, the westernmost corner of said 111.36 acre tract, the northernmost
corner of that called 54.3 acre tract of land recorded in Document No.
2014088568, Official Public Records, Williamson County, Texas, said point
being an angle point of the herein described tract of land;
Page 122 of 170
PAGE 8 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
Thence, with the southeast lines of said 104.89 acre tract, the northwest lines of
said 54.3 acre tract, the following two (2) courses and distances:
3. S 69° 29' 55" W, a distance of 320.10' (Record: S 70° 51' 03" W, a distance of
319.99'), to a 1/2" iron rod located for an angle point of the herein described
tract of land;
4. S 69° 03' 58" W, a distance of 499.96' (Record: S 70° 29' 45" W, a distance of
500.56'), to a 1/2" iron rod located for the southernmost corner of said 104.89
acre tract, the easternmost corner of that called 33.63 acre tract of land
recorded in Document No. 2004079454, Official Public Records, Williamson
County, Texas, being an angle point of said 54.3 acre tract, said point being
the southernmost corner of the herein described tract of land;
5. Thence, with the southwest line of said 104.89 acre tract, the northeast line
of said 33.63 acre tract, N 21° 34' 01" W, a distance of 1625.97' (Record: N
20° 09' 53" W, a distance of 1624.84'), to a 1/2" iron rod located for the
westernmost corner of said 104.89 acre tract, the northernmost corner of
said 33.63 acre tract, being in a southeast line of that called 284.03 acre
tract of land recorded in Volume 656, Page 620, Deed Records, Williamson
County, Texas, said point being the westernmost corner of the herein
described tract of land;
6. Thence, with a northwest line of said 104.89 acre tract, the southeast line of
said 284.03 acre tract, N 69° 02' 47" E, a distance of 1795.12' (Record: N 70°
23' 23" E, a distance of 1795.28'), to a 1/2" iron rod located for an angle point
of said 104.89 acre tract, an angle point of said 284.03 acre tract, an angle
point of said 72.32 acre tract, said point being an angle point of the herein
described tract of land;
Thence, with the common boundary lines of said 104.89 acre tract and said 72.32
acre tract, the following three (3) courses and distances:
7. N 69° 38' 42" E, a distance of 1053.77' (Record: N 71° 03' 05" E, a distance of
1053.79'), to a 1" square iron pipe located for the northernmost corner of
the herein described tract of land;
Page 123 of 170
PAGE 9 EXHIBIT “A” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
8. S 21° 18' 14" E, a distance of 554.64' (Record: S 19° 54' 18" E, a distance
of 554.70'), to a 3/8" iron rod located for an angle point of the herein
described tract of land;
S 21° 04' 34" E, a distance of 1020.48' (Record: S 19° 42' 15" E, a distance
1020.54') to the POINT OF BEGINNING containing 104.884 acres of land
Page 124 of 170
Exhibit “B”
Depiction of Infrastructure
SOLO PAGE EXHIBIT “B” TO INFRASTRUCTURE REIMBURSEMENT AGREEMENT TIF ZONE NUMBER SIX (TM 125883)
CITY OF GEORGETOWN AND JSACQ / GEORGETOWN, LP
Page 125 of 170
City of Georgetown, Texas
City Council Special Meeting
D ecember 17, 2021
S UBJEC T:
Consideration of an economic development incentive agreement between Georgetown Transportation Enhancement
Corporation (G TE C) and J SACQ/Georgetown, LP -- Michaela Dollar, Economic Development Director
I T EM S UMMARY:
Developer J ackson Shaw (J SACQ) seeks to purchase and develop approximately 224 acres of property in Georgetown
city limits, located north of the IH35 and H W Y195 intersection. The company plans to develop the land into a master-
planned multi-use development that would consist of approximately 1.7 M M square feet of industrial development,
392,000 square feet of commercial development, and 388 multi-family units once fully built out.
To develop the site, J ackson Shaw must construct a significant amount of public infrastructure improvements, including
design and construction public road FM 972. The road, which is classified as a major arterial in the City’s Overall
Transportation P lan, will cost approximately $4,550,000.
Staff proposes to reimburse J ackson Shaw up to $4,600,000 for the cost of design and construction of the FM 972 road
extension from the Georgetown Transportation Enhancement Corporation (G TEC) Type B Sales Tax Fund. J ackson Shaw
must complete construction of the road to City standards as well as 400,000 square feet of speculative industrial
development. The developer must also invest a minimum of $24 M M in capital expenditures on-site and complete
construction by March 1, 2025.
F I NANC I AL I MPAC T:
A maximum of $4,600,000 from the Georgetown Transportation Enhancement Corporation (G TE C) Type B Sales Tax
Fund.
S UBMI T T ED BY:
Michaela Dollar, Economic Development Director
AT TAC HMENT S :
Description
North G eorgetown T I R Z Inc entive Agreements P resentation
G T EC – JS AC Q Ec onomic Development Inc entive Agreement
Page 126 of 170
North Georgetown TIRZ
Development Incentive
Agreements
Michaela Dollar
December 14, 2021
Page 127 of 170
2
Captions
C.Consideration of the TIF Zone #6 (North Georgetown
TIRZ) Infrastructure Reimbursement Agreement
between the City of Georgetown and JSACQ /
Georgetown, LP
D.Consideration of an economic development incentive
agreement between Georgetown Transportation
Enhancement Corporation (GTEC) and JSACQ /
Georgetown, LP
Page 128 of 170
3
•Jackson Shaw (dba JSACQ / Georgetown, LC) is a Dallas-based
developer that specializes in urban industrial and hospitality
development.
•They have recently developed over 9.5MM SF of industrial with
more than 3MM SF currently under construction across Texas,
Colorado, Florida, Arizona, Nevada, and Washington DC
Company Profile
Page 129 of 170
4
Project Location
•Approximately 224
acres
•Follows the boundaries
of the new North
Georgetown TIRZ
Page 130 of 170
5
Proposed Concept
Commercial
Frontage
~392K SF
Multi-
Family
388 Units
Industrial
Phase 1
~400K SF
Industrial
Phase 2 & 3
~1.3MM SF
•Jackson Shaw is looking to
develop property, beginning
with Phase I in 2022
•Estimated assessed value
increase of $246,700,000
Page 131 of 170
6
Proposed Concept Renderings
Flex Industrial Rear-Load Concept
Commercial Frontage Concept
Page 132 of 170
7
Dry Berry
Creek
Interceptor
$10MM
FM 972
(on OTP)
$4.55MM
Phase 1
Temporary
Septic
Proposed Infrastructure
•Only Phase 1 (400K SF of
industrial development)
may use temporary septic
•All other development must
connect to the Dry Berry
Creek Interceptor for waste
water service
Page 133 of 170
8
Dry Berry Creek Interceptor
•Over 12,000 linear feet of 36” sanitary
sewer trunk line
•Line will run along the Dry Berry Creek
bed to connect with the Berry Creek
Interceptor
•Jackson Shaw will construct the line with
completion by June 30, 2025
•Estimated cost of the project is
approximately $10,000,000
•TIRZ will reimburse up to $8,500,000
Page 134 of 170
9
FM 972 Extension
•Proposed major arterial
•135’ width w/ ROW
•10’ sidewalk/bike path
•Estimated construction cost of
$4.55MM
•Jackson Shaw will design and
construct
•Completion by March 1, 2025North
Georgetown
TIRZ
Proposed
972
Alignment
Page 135 of 170
10
Proposed Incentives
Incentive Amount
Temporary Septic allowed
Only allowed on Phase 1 industrial until the Dry Berry Creek Interceptor is
completed
--
Infrastructure Reimbursement –FM 972
Paid from the GTEC Fund; applies to construction of public road FM 972
$4,600,000
Infrastructure Reimbursement –Dry Berry Creek Interceptor
Paid from the North Georgetown TIRZ
$8,500,000
Total Incentive Package $13,100,000
Jackson Shaw (JSACQ / Georgetown LC) must:
•Complete construction of Phase I –400,000 square feet of speculative industrial
development –by June 30, 2025
•Invest a minimum of $24,000,000 in capital expenditures
Page 136 of 170
11
Questions and Discussion
Page 137 of 170
12
Item C
Consideration of the TIF Zone #6 (North Georgetown TIRZ)
Infrastructure Reimbursement Agreement between the City
of Georgetown and JSACQ / Georgetown, LP
Page 138 of 170
13
Item D
Consideration of an economic development incentive
agreement between Georgetown Transportation
Enhancement Corporation (GTEC) and JSACQ /
Georgetown, LP
Page 139 of 170
PAGE 1 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
This Economic Development Incentive Agreement (“Agreement”) is made by and between
the Georgetown Transportation Enhancement Corporation, a Type B sales tax corporation
(“GTEC”) and JSACQ / Georgetown, LP a Texas limited partnership (“Company”) (GTEC and
Company each a “Party” and collectively the “Parties”), acting by and through their respective
authorized representatives.
W I T N E S S E T H:
WHEREAS, Company owns or is under contract to purchase approximately 223 acres of
land generally located near the intersection State Highway 195 and Interstate 35, in Georgetown,
Texas, further described in Exhibit “A” (the “Land”); and
WHEREAS, the Company intends to construct and develop on the Land three (3)
speculative industrial buildings of approximately 400,000 square feet of space, and at full build
out of the development would contain approximately 2,000,000 square feet of industrial space;
and
WHEREAS, Company intends to design and construct an extension of Farm-to-Market
Road 972, a major arterial, west of where it currently terminates at the Interstate 35 frontage road
to the northern border of the Land to provide additional connectivity to Interstate 35 and access to
the Company’s proposed development (the “Infrastructure”) in accordance with the Plans and
Specifications (hereinafter defined).; and
WHEREAS, Company intends to make a Capital Investment (hereinafter defined) of at
least Twenty-Four Million Dollars ($24,000,000.00) for Phase 1 Improvements (hereinafter
defined); and
WHEREAS, Company has advised GTEC that a contributing factor that would induce
Company to undertake the design and construction of the Project (hereinafter defined) would be
an agreement by GTEC to provide an economic development grant to Company to offset the costs
for the design and construction of the Infrastructure; and
WHEREAS, GTEC has adopted programs for promoting economic development; and
WHEREAS, the Development Corporation Act, Chapter 501-505 of the Texas Local
Government Code (the “Act”) authorizes GTEC to provide economic development grants that are
expenditures found by the board of directors of GTEC to be required or suitable for infrastructure
necessary to promote new or expanded industrial business enterprises; and
WHEREAS, the board of directors of GTEC has determined that the Grant (hereinafter
defined) related to the design and construction of the Infrastructure to be made hereunder is
Page 140 of 170
PAGE 2 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
required or suitable for infrastructure suitable for new or expanded industrial business enterprises
and constitutes a “project”, as that term is defined in the Act; and
WHEREAS, GTEC has determined that providing the Grant to Company in accordance
with this Agreement will further the objectives of GTEC, will benefit the City and the City’s
inhabitants and will promote local economic development and stimulate business and commercial
activity in the City;
NOW THEREFORE, in consideration of the foregoing, and other consideration the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Article I
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed to
them:
“Bankruptcy or Insolvency” shall mean the dissolution or termination of Company’s
existence, insolvency, employment of receiver for any part of Company’s property and such
appointment is not terminated within ninety (90) days after such appointment is initially made, any
general assignment for the benefit of creditors or the commencement of any proceedings under
any bankruptcy or insolvency laws by or against Company and such proceedings are not dismissed
within ninety (90) days after the filing thereof.
“Capital Investment” shall mean the total capitalized cost incurred and paid by Company
for the design and construction of the Project.
“City” shall mean the City of Georgetown, Texas.
“City Tax Increment Reimbursement Agreement” shall mean that certain Tax Increment
Zone Number 6 infrastructure reimbursement agreement by and between the City and Company
dated approximate herewith.
“Commencement of Construction” shall mean: (A) with respect to the Infrastructure that:
(i) the Plans and Specifications have been prepared and all approvals thereof required by applicable
governmental authorities have been obtained for construction of the Infrastructure; and (ii) all
necessary permits for the construction of the Infrastructure pursuant to the Plans and Specifications
have been issued by all the applicable governmental authorities; and (iii) clearing and/or grading
of the Land has commenced; and (B) with respect to the Phase 1 Improvements that: (i) the plans
have been prepared and all approvals thereof required by applicable governmental authorities have
been obtained for construction of the Phase 1 Improvements; (ii) all necessary permits for the
construction of the Phase 1 Improvements pursuant to the plans have been issued by all the
applicable governmental authorities; and (iii) clearing and/or grading of the Land has commenced
for the Phase 1 Improvements.
Page 141 of 170
PAGE 3 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
“Company” shall mean JSACQ / Georgetown, LP, a Texas limited partnership.
“Company Affiliate” shall mean any entity that is directly or indirectly controlled by or is
under common control with Company.
“Completion of Construction” shall mean: (A) with respect to the Infrastructure that: (i)
substantial completion of the Infrastructure, or portion thereof, has occurred in accordance with
the Plans and Specifications; (ii) the City has conducted the final inspection and accepted the
Infrastructure, or applicable portion thereof; and (B) with respect to the Phase 1 Improvements
that: (i) substantial completion of the Phase 1 Improvements has occurred; and (ii) the City has
issued a certificate of occupancy for the occupancy of the Phase 1 Improvements.
“Contractor” shall mean a contractor(s) or sub-contractor(s) selected by the Company to
construct the Infrastructure.
“Effective Date” shall mean the last date of execution hereof as set forth in the signature
pages herein below.
“Eligible Costs” shall mean the costs that are incurred and paid by Company for acquisition
of Right-of-Way (hereinafter defined) located off-site of Phase 1 or other real property not owned
by Company or an Company Affiliate for the Infrastructure and the design and construction of the
Infrastructure, including but not limited to hard construction costs, engineering fees, permitting
fees, testing fees, and construction management fees not to exceed three and one-half percent
(3.5%) but not including interest, costs for on-site Right-of-Way located on Phase 1 or other real
property owned by Company or Company Affiliate, or financing costs.
“Engineering Services” shall mean the engineering services undertaken by the Project
Engineer for the Plans and Specifications.
“Expiration Date” shall mean the date the Parties have fully satisfied their respective
obligations herein, unless sooner terminated as provided herein.
“Force Majeure” shall mean any contingency or cause beyond the reasonable control of a
Party including, without limitation, acts of God or the public enemy, war, riot, terrorism, civil
commotion, insurrection, government or de facto governmental action, restrictions or interferences
(unless caused by the intentional acts or omissions of the Party), fires, explosions, floods or other
inclement weather, strikes, slowdowns or work stoppages, incidence of disease or other illness that
reaches outbreak, epidemic, or pandemic proportions or similar causes that results in a reduction
of labor force or work stoppage in order to comply with local, state, or national disaster orders,
construction delays, shortages or unavailability of supplies, materials or labor, necessary
condemnation proceedings, or any other circumstances which are reasonably beyond the control
of the Party obligated or permitted under the terms of this Agreement to do or perform the same,
regardless of whether any such circumstances are similar to any of those enumerated or not, the
Party so obligated or permitted shall be excused from doing or performing the same during such
period of delay, so that the time period applicable to such obligation or performance shall be
Page 142 of 170
PAGE 4 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
extended for a period of time equal to the period such Party was delayed, provided the Party whose
performance is delayed provides written notice to the other Party not later than fifteen (15) business
days after the last day of the month of the occurrence of the event(s) or condition(s) causing the
delay or the date the Party whose performance has been delayed becomes aware or should have
reasonably known of the event, describing such event(s) and/or condition(s) and the date on which
such event(s) and/or condition(s) occurred or began.
“GEDCO” shall mean the Georgetown Economic Development Corporation, a Type A
sales tax corporation.
“GTEC” shall mean Georgetown Transportation Enhancement Corporation, a Type B sales
tax corporation.
“Grant” shall mean an economic development grant not to exceed the Maximum Grant
Amount to be paid to Company to offset the Eligible Costs incurred and paid by Company for the
design and construction of the Infrastructure, to be paid in installments as set forth herein.
“Impositions” shall mean all taxes, assessments, use and occupancy taxes, charges, excises,
license, and permit fees, and other charges by public or governmental authority, general and
special, ordinary, and extraordinary, foreseen, and unforeseen, which are or may be assessed,
charged, levied, or imposed by any public or governmental authority on Company with respect to
any property or any business owned by Company within the City.
“Infrastructure” shall mean the design and construction of an extension of Farm-to-Market
Road 972, a major arterial, west of where it currently terminates at the Interstate 35 frontage road
to the northern border of the Land as set forth in the Plans and Specifications and as generally
described in Exhibit “B”.
“Land” shall mean the real property described in Exhibit “A”.
“Maximum Grant Amount” shall mean the lesser of: (i) Eligible Costs actually incurred
and paid by Company for the Infrastructure as verified by GTEC; or (ii) the sum of Four Million
Six Hundred Thousand Dollars ($4,600,000.00).
“Payment Request” shall mean a written request from Company to GTEC, which request
shall include an application for an installment payment of the Grant, a progress report, an itemized
statement specifying the Eligible Costs for the Infrastructure that have been incurred and paid to
date and supporting copies of invoices from the Contractor and copies of all payments made to
Contractor to document the Eligible Costs incurred and paid by Company for the Infrastructure,
and such other information, as may reasonably be requested by GTEC evidencing the Eligible
Costs incurred and paid by the Company for Infrastructure and evidencing the Capital Investment.
“Phase 1” shall mean that portion of the Land upon which the Phase 1 Improvements and
the Infrastructure shall be constructed.
Page 143 of 170
PAGE 5 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
“Phase 1 Improvements” shall mean three (3) speculative industrial buildings containing
approximately 400,000 square feet of space constructed on Phase 1, and other ancillary facilities
such as reasonably required parking and landscaping more fully described in the submittals filed
by Company with the City, from time to time, to obtain a building permit(s).
“Plans and Specifications” shall mean the plans and specifications prepared by the Project
Engineer for the Infrastructure as approved in writing by the City Manager, or designee.
“Project” shall collectively mean the Phase 1 Improvements and the Infrastructure.
“Project Engineer” shall mean the certified professional engineer selected by the Company
and approved in writing by the City Manager, or designee, to provide the Engineering Services.
“Related Agreement” shall mean: (i) any agreement (other than this Agreement) by and
between: (i) the City, GEDCO and/or GTEC, and Company or a Company Affiliate; and (ii) the
City Tax Increment Reimbursement Agreement.
Article II
Term
The term of this Agreement shall begin on the Effective Date and continue until the
Expiration Date, unless sooner terminated as provided herein.
Article III
Project
3.1 Construction of the Project and Phase 1 Improvements.
(a) Construction Schedule. Company shall, subject to events of Force Majeure, cause
Commencement of Construction of the Project to occur on or before March 1, 2023, and shall,
subject to events of Force Majeure, cause Completion of Construction of the Project and the
Infrastructure to occur within twenty-four (24) months thereafter.
(b) Right-of-Way. Company shall, without additional cost to the City and prior to
Commencement of Construction of the Project, dedicate, or cause the owner of the necessary
property to dedicate, by plat or convey by separate instrument, in form reasonably acceptable to
the City any right-of-way or easements necessary for the installation, construction, use,
maintenance and repair of the Infrastructure (“Right-of-Way”).
(c) Project Engineer. Company shall within ninety (90) days after the Effective Date,
contract with one or more certified and licensed professional engineers (or firm) to prepare plans
and specifications for the design and construction of the Infrastructure for the benefit of City. The
professional engineer (or firm) selected by Company shall be approved in writing by City prior to
any engineering services being provided by the selected engineer (the “Project Engineer”).
Company’s contract with the Project Engineer shall provide that the Plans and Specifications for
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PAGE 6 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
the Infrastructure are being prepared for the benefit of City and that City (its agents and
contractors) may publish, reproduce, and use the Plans and Specifications for the Infrastructure.
Company’s contract with the Project Engineer shall include a cost allocation of the cost of services
for the utilities portion of the Infrastructure and for the costs for the design of the roadway portion
of the Infrastructure. City shall have the sole right to approve or reject Company's selection of a
project engineer and the cost of such services. This Agreement shall automatically terminate
without further notice in the event City does not provide written approval of an engineer selected
by Company for the design and construction of the Project.
(d) Plans and Specifications Approval. Company shall cause the Project Engineer to
submit the proposed plans and specifications for the Infrastructure to City for review and approval.
City may require Company to cause the revision and/or modification of the proposed plans and
specifications for the Project as often as is reasonably necessary. Company shall cause Project
Engineer to revise and/or modify and submit revised or modified plans and specifications for the
Infrastructure to City, as often as may be reasonably required by City. The City shall have thirty
(30) days following receipt of the submittal of proposed plans and specifications for the
Infrastructure (including any revised or modified plans and specifications) to review and approve
the proposed plans and specifications for the Infrastructure. If City does not approve or provide
comments the proposed plans and specifications for the Infrastructure (or revised or modified plans
and specifications) within such 30-day period, the proposed plans and specifications shall be
deemed disapproved. This process shall be followed until the earlier of: (i) the date the City
approves proposed plans and specifications for the Infrastructure; or (ii) the date which is sixty
(60) days after the original submittal of the proposed plans and specifications for the Project to the
City.
(e) Submission of Permit Applications. Prior to Commencement of Construction of the
Project, Company shall make, or cause to be made, application for any necessary permits and
approvals that are customarily required by City and any applicable governmental authorities to be
issued for the construction of the Project.
(f) Compliance. Company shall comply and cause its Contractor to comply with all
local and state laws and regulations regarding the design and construction of the Infrastructure in
accordance with the Plans and Specifications, including but not limited to, any applicable
requirement relating to payment, performance, and maintenance bonds.
(g) Project Inspection. City Engineer, or designee shall have the right to inspect the
Infrastructure to determine whether the Infrastructure construction is in accordance with the
requirements of Plans and Specifications, this Agreement as well as City standards, ordinances,
and regulations pertaining to the construction of public improvements.
(h) Pre-Construction Conference. Prior to Commencement of Construction of the
Project, if required by City, shall cause the Contractor and the Project Engineer to hold a pre-
construction conference with the City-designated Engineering Inspector and the applicable private
and public utility companies, as necessary.
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GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
(i) Bonds. Company shall cause the Contractor to provide payment bonds and
performance bonds for the construction of the Infrastructure to ensure completion thereof pursuant
to Chapter 2253, Texas Government Code, as amended. Company shall cause the Contractor to
provide maintenance bonds for the Infrastructure in favor of City in accordance with City
requirements and regulations pertaining to maintenance bonds for public improvements.
3.2 Acceptance Procedures. City acceptance of the Infrastructure or portion thereof
shall require:
(i) Submittal of executed Company's affidavit that all payrolls, invoices for materials
and equipment, and other liabilities connected with the Infrastructure work have been fully paid
or otherwise satisfied;
(ii) Submittal of executed Contractor's affidavit that all payrolls, invoices for materials
and equipment, and other liabilities connected with the Infrastructure work have been fully paid
or otherwise satisfied;
(iii) Submittal of Consent of Surety;
(iv) Submittal of one set of reproducible As-Built Record Drawings for the
Infrastructure;
(v) Delivery of a bill of sale conveying the Infrastructure, or portion thereof to the City
for which the Company has submitted a Payment Request; and
(vi) Delivery of all assignable warranties or assignment of warranties for the
Infrastructure, or portion thereof for which Company has submitted a Payment Request.
3.3 Access to Work and Inspections. City, and its representatives, shall have access to
the Project work at all times from Commencement of Construction through Completion of
Construction. The Company shall take whatever steps reasonably necessary to provide such access
when requested. When reasonably requested by the City based on substantiated need for
confirmation, the Company shall perform or cause to be performed such testing as may be
reasonably necessary or reasonably appropriate to ensure suitability of the jobsite or compliance
with the Plans and Specifications.
3.4 Indemnification. GTEC SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE,
OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING
FROM THE ACTS OR OMISSIONS OF COMPANY OR ITS CONTRACTOR PURSUANT TO
THIS AGREEMENT. COMPANY HEREBY WAIVES ALL CLAIMS AGAINST GTEC, ITS
BOARD, OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN
THIS SECTION AS “GTEC”) FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR
DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER
THAN THE SOLE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF
GTEC. COMPANY DOES HEREBY INDEMNIFY, DEFEND AND SAVE HARMLESS GTEC
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FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS
(INCLUDING COURT COSTS, ATTORNEYS’ FEES AND COSTS OF INVESTIGATION)
AND ACTIONS OF ANY KIND BY REASON OF INJURY TO OR DEATH OF ANY PERSON
OR DAMAGE TO OR LOSS OF PROPERTY ARISING FROM COMPANY’S BREACH OF
ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY REASON OF
ANY NEGLIGENT OR WILLFUL ACT OR OMISSION ON THE PART OF COMPANY, ITS
OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED
ASSIGNS IN THE PERFORMANCE OF THIS AGREEMENT (EXCEPT WHEN SUCH
LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM
OR ARE ATTRIBUTED TO THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR
WILLFUL ACT OF THE GTEC). IN THE EVENT OF JOINT OR CONCURRENT
NEGLIGENCE OF BOTH GTEC AND COMPANY, THE RESPONSIBILITY, IF ANY, SHALL
BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL
IMMUNITY AVAILABLE TO GTEC AND WITHOUT WAIVING ANY DEFENSES OF THE
PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS SECTION ARE SOLELY FOR
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS,
CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. THE
COMPANY’S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE
LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE
MAINTAINED BY COMPANY UNDER THIS AGREEMENT. THIS PROVISION SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
3.5 Project Records and Audits.
(a) Company shall keep, and cause the Contractor to keep, a complete and accurate
record to document the performance of the Infrastructure work and to expedite any audit that might
be conducted by GTEC and/or its authorized representatives. Company shall maintain and cause
the Contractor to maintain records sufficient to document that Grant funds provided pursuant to
this Agreement were expended only for Eligible Costs for the Infrastructure that were incurred in
accordance with all applicable state and local laws, rules, policies, and procedures, and in
accordance with this Agreement.
(b) Company shall maintain, and cause the Contractor to maintain all books,
documents, papers, accounting records and other documentation relating to costs incurred under
this Agreement; and Company shall make, and cause the Contractor to make such materials
available to GTEC for review and inspection during the term of this Agreement and for a period
of two (2) years from the date of Completion of Construction of the Project, or until any pending
litigation or claims are resolved, whichever is later.
(c) Company shall provide and cause the Contractor, upon not less than 48 hours’ prior
written notice, to provide GTEC access to all Infrastructure records during normal business hours
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that are applicable to this Agreement for the purpose of making audits, examinations, excerpts,
and transcriptions.
3.6 Assignment of Warranties. Company agrees to obtain and assign to the City the
assignable warranties from the Contractor and suppliers providing labor and/or materials in
connection with the Infrastructure. Such warranties shall: (a) be at least standard industry
warranties with respect to the Infrastructure; and (b) obligate the Contractor and suppliers to repair
all defects in the Infrastructure for a period of two (2) years following Completion of Construction
of the Infrastructure.
3.7 Casualty. Risk of loss due to casualty shall be borne by Company until Completion
of Construction of the Infrastructure. Company shall carry, or cause to be carried as an Eligible
Cost, insurance in amounts sufficient to restore any portion of the Infrastructure damaged by
casualty to the same condition as existed immediately prior to such casualty. Company will, in any
event, until Completion of Construction of the Infrastructure, restore any portion of the
Infrastructure damaged or destroyed by casualty as part of its obligation to construct the
Infrastructure and the time granted by the City for restoration shall be commensurate to the extent
of the damage or destruction.
3.8 Insurance. Company shall obtain and maintain in full force and effect at its expense
the policies of insurance and coverage identified in (a) and (d) below and shall require its
Contractor to obtain and maintain at their expense each of the policies of insurance and coverage
identified in (a) through (e) below. Company shall require any company providing Engineering
Services to obtain and maintain at their expense each of the policy of insurance and coverage
identified in (f) below.
(a) Commercial General Liability Policy covering bodily injury, death and property
damage, including the property of GTEC, its directors, officers, employees and agents insuring
against all claims, demands or actions relating to the Project work and services provided pursuant
to this Agreement with minimum limits on a per project basis of not less than One Million Dollars
($1,000,000) combined single limit and Two Million Dollars ($2,000,000) aggregate, including
products and completed operations coverage. This policy shall be primary to any policy or policies
carried by or available to GTEC.
(b) Workers' Compensation/Employer's Liability Insurance Policy in full accordance
with the statutory requirements of the State of Texas and shall include bodily injury, occupational
illness, or disease coverage with minimum Employer’s Liability limits of not less than
$500,000/$500,000/$500,000.
(c) Automobile Liability Insurance Policy covering all operations of Company
pursuant to this Agreement involving the use of motor vehicles, including all owned, non-owned
and hired vehicles with minimum limits of not less than One Million Dollars ($1,000,000)
combined single limit for bodily injury, death, and property damage liability.
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(d) Excess Liability Insurance Policy with a limit of not less than Ten Million Dollars
($10,000,000). Such insurance shall be in excess of the commercial general liability insurance,
business auto liability insurance and employer’s liability insurance. This insurance will apply as
primary insurance with respect to any other insurance or self-insurance programs maintained by
GTEC and shall be provided on a “following form basis”. Continuing commercial umbrella
coverage, if any, shall include liability coverage for damage to the Contractor’s completed work.
(e) Property/Builders Risk Insurance Policy with “all-risk” coverage on the entire
Project construction value with replacement cost basis to include the interest of GTEC, Company,
the Contractor in the Project work and materials in transit and stored off the Project site destined
for incorporation.
(f) Professional Liability Insurance (if applicable) with limit of not less than Two
Million Dollars ($2,000,000) for all negligent acts, errors and omissions by the Project Engineer
that arise out of the performance of this Agreement.
(g) Waiver of Subrogation Rights. The Commercial General Liability, Worker’s
Compensation, Business Auto and Excess Liability insurance required pursuant to this Agreement
shall provide for waivers of all rights of subrogation against GTEC.
(h) Additional Insured Status. With the exception of Worker’s Compensation
Insurance and any Professional Liability Insurance, all insurance required pursuant to this
Agreement shall include and name GTEC, its board, officers, and employees as additional
insureds. The Additional Insured status for GTEC shall remain in force and effect for a minimum
of two (2) years following abandonment or completion of the work and services provided pursuant
to this Agreement and the termination of this Agreement.
(i) Certificates of Insurance. Certificates of Insurance and policy endorsements for the
required insurance shall be delivered to GTEC prior to the commencement of any work or services
under this Agreement and annually for a minimum of two (2) years following the Expiration Date
or termination of this Agreement, abandonment, or completion of Project work. All required
policies shall be endorsed to provide GTEC with thirty (30) days advance notice of cancellation
or material change in coverage. In the event the companies providing the required insurance are
prohibited by law to provide any such specific endorsements regarding cancellation, non-renewal
and/or material changes, the Company shall provide at least thirty (30) days prior written notice to
GTEC of any cancellation, non-renewal and/or material changes to any of the policies of insurance.
(j) On every date of renewal of the required insurance policies, Company shall deliver
to GTEC (and cause the Contractor to deliver to GTEC a Certificate of Insurance and policy
endorsements to be issued evidencing the required insurance herein. In addition, Company shall,
within ten (10) business days after written request, provide GTEC with Certificates of Insurance
and policy endorsements for the insurance required herein (which request may include copies of
such policies). The delivery of the Certificates of Insurance and the policy endorsements (including
copies of such insurance policies) to GTEC is a condition precedent to the payment of any amounts
due to Company by GTEC.
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(k) Carriers. All policies of insurance required to be obtained by Company and its
Contractor pursuant to this Agreement shall be maintained with insurance carriers that are
satisfactory to GTEC and lawfully authorized to issue insurance in the state of Texas for the types
and amounts of insurance required herein. All insurance companies providing the required
insurance shall be authorized to transact business in Texas and rated at least “A-VII” by AM Best
or other equivalent rating service. All policies must be written on a primary basis, non-contributory
with any other insurance coverage and/or self-insurance maintained by GTEC.
3.10 Grant.
(a) Subject to the continued satisfaction of all the terms and conditions of this
Agreement by Company and Article V hereof, GTEC agrees to provide the Grant to Company to
be paid in four (4) installments as set forth herein.
(b) First Installment of the Grant. The first installment of the Grant shall be an amount
equal to the lesser of: (i) the costs incurred and paid by Company for one hundred percent (100%)
completion of the Plans and Specifications, as reasonably determined by the City Engineer, which
verification shall not be unreasonably withheld, conditioned or delayed, or (ii) Twenty-Five
percent (25%) of the Maximum Grant Amount not to exceed the Maximum Grant Amount (the
“First Installment”). The First Installment shall be paid by GTEC to Company not later than thirty
(30) days after receipt of a Payment Request following: (i) achieving 100% completion of the
Plans and Specifications, and (ii) the delivery of the approved Plans and Specifications to the City.
GETC (or the City Engineer) shall provide Company written notice when the City has determined
that 100% Completion has been achieved. Company shall submit the Payment Request for the
First Installment not later than ninety (90) days after achieving 100% completion of the Plans and
Specifications: and (ii) the delivery of the approved Plans and Specifications to the City. Failure
of the Company to submit the Payment Request for the First Installment as set forth in this Section
3.10(b) shall result in forfeiture of the payment of the First Installment.
(c) Second Installment of the Grant. The second installment of the Grant shall be an
amount equal to the lesser of: (i) the amount of the Eligible Costs incurred and paid by Company
for twenty-five percent (25%) completion of the Infrastructure as reasonably determined by the
City Engineer (25% Completion) which verification shall not be unreasonably withheld,
conditioned or delayed; or (ii) Twenty-Five percent (25%) of the Maximum Grant Amount less
the amount reimbursed by the First Installment, not to exceed the Maximum Grant Amount (the
“Second Installment”). The Second Installment shall be paid by GTEC to Company not later than
thirty (30) days after receipt of a Payment Request following: (i) achieving 25% Completion.
GETC (or the City Engineer) shall provide Company written notice when the City has determined
that 25% Completion has been achieved. Company shall submit the Payment Request for the
Second Installment no earlier than thirty (30) days, but not later than ninety (90) days after
achieving 25% Completion. Failure of the Company to submit the Payment Request for the Second
Installment as set forth in this Section 3.10(c) shall result in forfeiture of the payment of the Second
Installment.
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GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
(d) Third Installment of the Grant. The third installment of the Grant shall be an amount
equal to the lesser of: (i) the amount of the Eligible Costs incurred and paid by Company for fifty
percent (50%) completion of the Infrastructure as reasonably determined by the City Engineer
(50% Completion) which verification shall not be unreasonably withheld, conditioned or delayed;
or (ii) Twenty-Five percent (25%) of the Maximum Grant Amount less the amount reimbursed by
the First and Second Installments not to exceed the Maximum Grant Amount (the “Third
Installment”). The Third Installment shall be paid by GTEC to Company not later than thirty (30)
days after receipt of a Payment Request following achieving 50% Completion. GETC (or the City
Engineer) shall provide Company written notice when the City has determined that 50%
Completion has been achieved. Company shall submit the Payment Request for the Third
Installment no earlier than thirty (30) days, but not later than ninety (90) days after achieving 50%
Completion. Failure of the Company to submit the Payment Request for the Third Installment as
set forth in this Section 3.10(d) shall result in forfeiture of the payment of the Third Installment.
(e) Fourth Installment of the Grant. The fourth installment of the Grant shall be an
amount equal to the lesser of: (i) the amount of the Eligible Costs incurred and paid by Company
for one hundred percent (100%) completion of the Infrastructure as reasonably determined by the
City Engineer (100% Completion) which verification shall not be unreasonably withheld,
conditioned or delayed; or (ii) Twenty-Five percent (25%) of the Maximum Grant Amount less
the amount reimbursed by the First, Second and Third Installments not to exceed the Maximum
Grant Amount (the “Fourth Installment”). The Fourth Installment shall be paid by GTEC to
Company not later than thirty (30) days after receipt of a Payment Request following achieving
100% Completion. GETC (or the City Engineer) shall provide Company written notice when the
City has determined that 100% Completion has been achieved. Company shall submit the Payment
Request for the Fourth Installment not later than ninety (90) days after achieving 100%
Completion. Failure of the Company to submit the Payment Request for the Fourth Installment as
set forth in this Section 3.10(e) shall result in forfeiture of the payment of the Fourth Installment.
(f) In no case shall the cumulative payments of the installments of the Grant exceed
the Maximum Grant Amount.
(g) Company shall be responsible for payment of all work performed for the
Infrastructure in excess of the amount of the Maximum Grant Amount.
(h) GTEC will review each Payment Request and the supporting records and the
Infrastructure work to determine whether the quantity and quality of the Infrastructure work is as
represented in the Request for Payment and is as required by the Plans and Specifications.
(i) Company warrants that upon submittal of each Payment Request that all
Infrastructure work for which the Payment Request is submitted shall be free and clear of liens,
claims, security interest or other encumbrances in favor of Company or any other person or entity
whatsoever.
(j) No payment of the Grant or any installment thereof, nor any use or occupancy of
Infrastructure by GTEC and/or City, shall be interpreted to constitute an acceptance of any
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GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
Infrastructure work not constructed in accordance with the Plans and Specifications. Company
warrants that upon submittal of a Payment Request that the application for payment, all
Infrastructure work for which the progress payments has been received from GTEC shall be free
and clear of liens, claims, security interest or other encumbrances in favor of Company or any
other person or entity whatsoever. Company shall promptly pay, or cause the Contractor to pay,
any sub-contractor(s) performing work on the Infrastructure and upon request by GTEC provide
proof to GTEC that such sub-contractor(s) have been paid.
(k) No payment of the Grant, or installment thereof, nor any use or occupancy of
Infrastructure by GTEC and/or City, shall be interpreted to constitute an acceptance of any
Infrastructure work not constructed in strict accordance with the Plans and Specifications.
(l) GTEC may decline to make payment of an installment of the Grant, may withhold
funds, and, if necessary, may demand the return of some or all the amounts of the installments of
the Grant previously paid to Company, to protect GTEC and/or City from loss in the event:
(1) Defective Infrastructure work not remedied by Company or, in the reasonable
opinion of City, not likely to be remedied by the Company;
(2) Substantiated claims of third parties against GTEC and/or City or their property
with respect to the Infrastructure costs related to the construction thereof and such
claims arising prior to acceptance of the Infrastructure by the City;
(3) Failure by Company to pay Contractor or others under contract with Company with
respect to the Infrastructure in a prompt and proper fashion, excluding such
instances of non-payment as allowed pursuant to the terms of contract between
Company and Contractor;
(4) Evidence that the balance of the Infrastructure work cannot be completed in
accordance with this Agreement;
(5) Evidence that the Infrastructure work will not be completed in the time set forth in
Section 3.1(a), but subject to Force Majeure and any permissible delay set forth in
this Agreement;
(6) Persistent failure to carry out the Infrastructure work in accordance with this
Agreement; and
(7) Damage to GTEC and/or City or a third party to whom GTEC and/or City is, or
may be, liable and that is the responsibility of Company under this Agreement.
3.11 Current Revenue. The Grant made hereunder shall be paid solely from lawful
available funds, which have been appropriated by GTEC. Under no circumstances shall the
obligations of GTEC hereunder be deemed to create any debt within the meaning of any
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GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
constitutional or statutory provision. Consequently, notwithstanding any other provision of this
Agreement, GTEC shall have no obligation or liability to pay the Grant except as allowed by law.
3.12 Grant Limitations. GTEC shall not be obligated to pay any commercial bank, lender
or similar institution for any loan or credit agreement made by Company. None of the obligations
of GTEC under this Agreement shall be pledged or otherwise encumbered in favor of any
commercial lender and/or similar financial institution.
Article IV
Conditions to Economic Development Grant
The obligation of GTEC to pay the Grant and any installments thereof to Company shall
be conditioned upon the compliance and satisfaction by Company of the terms and conditions of
this Agreement and each of the conditions set forth in this Article; provided that failure to meet a
condition shall not prevent the payment of an installment of the Grant prior to the specified
deadline for satisfaction of the condition.
4.1 Good Standing. As a condition of payment of the Grant, or any installment thereof,
Company shall not have an uncured breach or default of this Agreement or a Related Agreement.
4.2 Payment Request. Company shall, as a condition precedent to the payment of the
Grant or any installment thereof, timely provide GTEC with the applicable Payment Request.
4.3 Schedule of Capital Investment and Jobs. The Capital Investment shall be at least
Twenty-Four Million Dollars ($24,000,000.00) as of the date of Completion of Construction of
the Project. Company shall within thirty (30) days after the Completion of Construction of the
Project provide GTEC with copies of receipts and other records as GTEC may reasonably request
evidencing the required Capital Investment. No minimum number or jobs is required to be created
or retained by Company.
4.4 Compliance with the UDC. The Land and any improvements constructed thereon
shall comply with the UDC standards for non-residential development, as well as design and
materials for non-residential development for all building facades.
4.6 Master Plan. Company shall have prepared and submit to the City a conceptual
master plan for the Land which shall comply with the minimum design standards and other details
as required by the zoning ordinance as of the Effective Date for the development of the Phase I
Improvements.
4.7 Construction of the Project. Company shall, subject to events of Force Majeure,
cause Commencement of Construction of the Project to occur on or before March 1, 2023, and
shall, subject to events of Force Majeure, cause Completion of Construction of the Project and the
Infrastructure to occur within twenty-four (24) months thereafter.
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GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
Article V
Termination
5.1 This Agreement shall terminate upon any one or more of the following:
(a) by written agreement of the Parties;
(b) Expiration Date;
(c) upon written notice by either Party in the event the other Party breaches any of the
terms or conditions of this Agreement or a Related Agreement and such breach is not cured within
thirty (30) days after written notice thereof;
(d) upon written notice by GTEC, if Company suffers an event of Bankruptcy or
Insolvency;
(e) upon written notice by GTEC, if any Impositions owed to GTEC and/or City or the
State of Texas by Company shall become delinquent and the delinquency has not been resolved
within thirty (30) days after written notice is delivered pursuant to this Agreement (provided,
however, Company retains the right to timely and properly protest and contest any such
Impositions);
(f) upon written notice by either Party, if any subsequent Federal or State legislation
or any decision of a court of competent jurisdiction declares or renders this Agreement invalid,
illegal, or unenforceable; and
(g) upon written notice by Company, at any time prior to Commencement of
Construction.
5.2 In the event this Agreement is terminated by GTEC pursuant to Section 5.1(c), (d),
(e), or (f), for an uncured breach by Company GTEC’s sole remedy shall be as provided by this
Section 5.2. GTEC may withhold such actual costs incurred and such amounts from the Grant for
work not completed by Company, or portions of the Project not accepted by GTEC, as determined
by the Project Engineer, and verified by GTEC, as of the date of termination. In the event the actual
costs for Completion of Construction of the remainder of the Infrastructure exceed the Maximum
Grant Amount, Company shall thereafter be liable for such excess costs (“Termination Cost”)
which Company shall immediately pay to GTEC upon GTEC’s demand, plus interest at the rate
periodically announced by the Wall Street Journal as the prime or base commercial lending rate,
or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending
rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any
other New York money center bank selected by GTEC) as its prime or base commercial lending
rate, which shall accrue from the date the demand is made until paid in full.
5.3 Termination by Company. In the event this Agreement is terminated by Company
pursuant to Section 5.1(c) for an uncured breach by GTEC, Company's sole remedy shall be: (i)
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GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
the payment for Eligible Costs incurred and paid by Company for the design and construction of
the Infrastructure work that has been completed and accepted by the City which has not previously
been offset by prior Grant payments by GTEC to Company; and (ii) and the retention of the amount
of the installments of the Grant previously paid by GTEC to Company, as of the date of such
termination not to exceed the Maximum Grant Amount; and Company shall have no further rights
or obligations hereunder.
5.4 Offsets. GTEC may, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to GTEC and/or City from Company,
regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related
Agreement or otherwise, and regardless of whether the debt due GTEC and/or City has been
reduced to judgment by a court.
Article VI
Miscellaneous
6.1 Binding Agreement; Assignment. This Agreement shall be binding upon and inure
to the benefit of the heirs, successors, affiliates, administrators, executors, and permitted assigns
of the respective Parties. This Agreement may not be assigned without the prior written consent
of GTEC, which consent shall not be unreasonably withheld, conditioned, or delayed.
6.2 Limitation on Liability. It is acknowledged and agreed by the Parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the Parties. It is understood and agreed among the Parties that the Parties, in satisfying the
conditions of this Agreement, have acted independently, and GTEC assumes no responsibilities or
liabilities to third parties in connection with these actions.
6.3 Authorization. Each Party represents that it has full capacity and authority to grant
all rights and assume all obligations that are granted and assumed under this Agreement. The
undersigned officers and/or agents of the Parties are the properly authorized officials and have the
necessary authority to execute this Agreement on behalf of the Parties.
6.4 Notice. Any notice required or permitted to be delivered hereunder shall be deemed
received (i) three (3) days after deposit in United States Mail, postage prepaid, certified mail, return
receipt requested, addressed to the Party at the address set forth below, or such other address as is
designated by the applicable Party from time to time, or (ii) on the day received if sent by courier
or otherwise hand delivered.
Page 155 of 170
PAGE 17 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
If intended for GTEC, to:
President
Georgetown Transportation
Enhancement Corporation
City of Georgetown
300-1 Industrial Avenue
Georgetown, Texas 78626
If intended for the City, to:
David Morgan, City Manager
City of Georgetown
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
With a copy to:
Skye Masson, City Attorney
City of Georgetown
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
If intended for Company, to:
JSACQ / Georgetown, LP
Attn: Grant E. Pearson, Vice President
825 Town & Country Ln. Suite 1200
Houston, Texas 77024
With a copy to:
JSACQ / Georgetown, LP
Attn: John Stone
Chief Financial Officer
4890 Alpha Road, Ste. 100
Dallas, Texas 75244
6.5 Entire Agreement. This Agreement is the entire Agreement between the Parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement between the Parties that in any manner relates to the subject matter of this
Agreement, except as provided in any Exhibits attached hereto.
6.6 Governing Law. This Agreement shall be governed by the laws of the State of
Texas, and venue for any action concerning this Agreement shall be in the State District Court of
Williamson County, Texas. The Parties agree to submit to the personal and subject matter
jurisdiction of said Court.
6.7 Amendment. This Agreement may be amended by the mutual written agreement of
the Parties.
6.8 Legal Construction. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of
the Parties that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a
provision be added to this Agreement which is legal, valid and enforceable and is as similar in
terms as possible to the provision found to be illegal, invalid or unenforceable.
6.9 Recitals. The recitals to this Agreement are incorporated herein.
Page 156 of 170
PAGE 18 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
6.10 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all the counterparts shall constitute one
and the same instrument.
6.11 Exhibits. Any exhibits to this Agreement are incorporated herein by reference for
the purposes wherever reference is made to the same.
6.12 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
6.13 Employment of Undocumented Workers. During the term of this Agreement,
Company agrees not to knowingly employ any undocumented workers and, if convicted of a violation
under 8 U.S.C. Section 1324a (f), Company shall repay the amount of the Grant and any other funds
received by Company from GTEC as of the date of such violation within 120 days after the date
Company is notified by GTEC of such violation, plus interest at the rate of four percent (4%)
compounded annually from the date of violation until paid. Company is not liable for a violation of
this section by a subsidiary, affiliate, or franchisee of Company or by a person with whom Company
contracts.
6.14 Boycott Israel; Boycott Energy Companies; and Prohibition of Discrimination
against Firearm Entities and Firearm Trade Associations.
(a) Company verifies that it does not Boycott Israel and agrees that during the term of
the Agreement will not Boycott Israel as that term is defined in Texas Government
Code Section 808.001, as amended.
(b) Company verifies that it does not Boycott Energy Companies and agrees that during
the term of this Agreement will not Boycott Energy Companies as that term is
defined in Texas Government Code Section 809.001, as amended.
(c) Company verifies that it does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association as those terms are
defined in Texas Government Code Section 2274.001, as amended; and (ii) will not
discriminate during the term of this Agreement against a firearm entity or firearm
trade association.
(d) This section does not apply if Company is a sole proprietor, a non-profit entity, or
a governmental entity; and only applies if: (i) Company has ten (10) or more
fulltime employees and (ii) this Agreement has a value of $100,000.00 or more to
be paid under the terms of this Agreement.
6.15 Conditions Precedent. This Agreement is expressly subject to, and the obligations
of the Parties are conditioned upon (i) GTEC obtaining authority to undertake the obligations
Page 157 of 170
PAGE 19 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
herein as an authorized project under the Act, sixty (60) days after public hearing and notice
thereof; and (ii) City Tax Increment Reimbursement Agreement is fully executed.
[Signature Page to Follow]
Page 158 of 170
PAGE 20 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
EXECUTED on this ______ day of ___________________, 2021.
GEORGETOWN TRANSPORTATION ENHANCEMENT
CORPORATION
By:
John Marler, President
EXECUTED on this _____ day of ____________________, 2021.
JSACQ / GEORGETOWN, LP,
a Texas limited partnership
By: JSC / Georgetown GP, LLC,
a Texas limited liability company,
its general partner
By:
Name:
Title:
Page 159 of 170
PAGE 21 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
CERTIFICATION OF CITY COUNCIL APPROVAL
I hereby certify that the foregoing Economic Development Incentive Agreement of the
Georgetown Transportation Enhancement Corporation and the Project described therein was
approved by the City Council of the City of Georgetown, Texas, on the _____ day of
____________________, 2021.
THE CITY OF GEORGETOWN, TEXAS
A Texas home-rule municipality
By: _________________________________
Josh Schroeder, Mayor
By: _________________________________
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
By: _________________________________
Skye Masson, City Attorney
Page 160 of 170
PAGE 1 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
EXHIBIT “A”
Description of the Land
North Georgetown TIRZ #6
Preliminary Project & Financing Plan
Exhibit 1 – Metes & Bounds Description of Property
FIELD NOTES FOR A 119.784 ACRE TRACT OF LAND:
BEING A 119.784 ACRE TRACT OF LAND, LOCATED IN THE WILLIAM ROBERTS SURVEY,
ABSTRACT NO. 524, WILLIAMSON COUNTY, TEXAS; SAID 119.784 ACRE TRACT, BEING
ALL OF THAT CALLED 111.36 ACRE TRACT OF LAND KNOWN AS "TRACT I", THE
REMAINING PORTION OF THAT CALLED 7.3 ACRE TRACT OF LAND KNOWN AS
"TRACT II", AND ALL OF THAT CALLED 2.12 ACRE TRACT OF LAND KNOWN AS "TRACT
III", RECORDED IN VOLUME 512, PAGE 71, DEED RECORDS, WILLIAMSON COUNTY,
TEXAS, AND BEING ALL OF THAT CALLED 3.05 ACRE TRACT OF LAND RECORDED IN
VOLUME 545, PAGE 392, DEED RECORDS, WILLIAMSON COUNTY, TEXAS, BEING THE
SAME PROPERTY CONVEYED TO JASPER N. SUDDUTH AND WIFE, IDA P. SUDDUTH IN
INSTRUMENT RECORDED IN VOLUME 512, PAGE 71 AND BEING ALL OF THE SAME
PROPERTY CONVEYED TO DONALD HOYLE AND WIFE, PATSY S. HOYLE IN
INSTRUMENT RECORDED IN VOLUME 545, PAGE 392; SAID 119.784 ACRE TRACT
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at a 1/2" iron rod located for the northwest corner of the remainder of
said 7.3 acre tract, the northeast corner of that called 54.3 acre tract of land
recorded in Document No. 2014088568, Official Public Records, Williamson
County, Texas, being an angle point of that called 104.89 acre tract of land
recorded in Document No. 2008016952, Official Public Records, Williamson
County, Texas, said point being the northwest corner of the herein described tract
of land;
Thence, with the northwest lines of the remainder of said 7.3 acre tract, said 2.12
acre tract, and said 111.36 acre tract, the southeast lines of said 104.89 acre tract,
the following two (2) courses and distances:
1. N 64° 22' 55" E, a distance of 197.60' (Record per Doc. No. 2008016952: N 65°
45' 36" E, a distance of 197.59'), to a 1/2" iron rod located for an angle point
of the herein described tract of land;
2. N 68° 12' 57" E, a distance of 1820.19' (Record per Doc. No. 2008016952: N
69° 36' 19" E, a distance of 1820.51'), to a 1" square iron pipe located for an
Page 161 of 170
PAGE 2 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
angle point of said 111.36 acre tract, being the southeast corner of said
104.89 acre tract, the southwest corner of that called 72.32 acre tract of
land recorded in Volume 886, Page 335, Deed Records, Williamson County,
Texas, said point being an angle point of the herein described tract of land;
3. Thence, with the northwest line of said 111.36 acre tract, the southeast line
of said 72.32 acre tract, N 70° 40' 37" E, passing a 1" iron pipe located at a
distance of 656.89', continuing a total distance of 659.38' (Record: N 74° 10'
00" E, a distance of 658.61')(Record per Vol. 886, Pg. 335: N 72° 57' 00" E, a
distance of 658.13')(Record per Doc. No. 2006017468: N 70° 39' 41" E, a
distance of 659.38'), to a 1/2" iron rod located in the northwest right-of-way
line of Interstate Highway 35 Frontage Road as shown in Document No.
2006017468, Official Public Records, Williamson County, Texas, being the
northeast corner of said 111.36 acre tract, said point being the northeast
corner of the herein described tract of land;
4. Thence, with the northwest right-of-way line of Interstate Highway 35
Frontage Road, the southeast line of said 111.36 acre tract, S 13° 56' 20" W,
passing a TxDOT concrete monument located at a distance of 543.58', a
TxDOT concrete monument located at a distance of 1000.60', a TxDOT
concrete monument located at a distance of 2001.10', continuing 100.54'
for a total distance of 3645.82' (Record per Doc. No. 2006017468: S 13° 56'
29" W, a distance of 3646.70'), to a calculated point in a power pole in the
northwest right-of-way line of Interstate Highway 35 Frontage Road as
shown in Document No. 2006017468, Official Public Records, Williamson
County, Texas, being the southeast corner of said 111.36 acre tract, said
point being the southeast corner of the herein described tract of land;
5. Thence, departing the northwest right-of-way line of Interstate Highway 35
frontage road, with the southeast lines of said 111.36 acre tract, said 2.12
acre tract, and the remainder of said 7.3 acre tract, the northwest line of
that called 1.249 acre tract of land known as "Second Tract", recorded in
Volume 1732, Page 249, Deed Records, Williamson County, Texas, S 67° 42'
10" W, passing a 3/8" iron rod located at a distance of 0.42' for the northeast
corner of said 1.249 acre tract, a 1/2" iron rod located at a distance of
994.53' for the northwest corner of said 1.249 acre tract, continuing 56.01' for
a total distance of 1050.96' (Record per Vol. 1732, Pg. 249: S 71° 00' 00" W, a
distance of 990.14'), to a calculated point in the center of Dry Berry Creek,
being the southwest corner of the remainder of said 7.3 acre tract, the
southeast corner of that called 45.00 acre tract of land recorded in
Page 162 of 170
PAGE 3 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
Document No. 2004002927, Official Public Records, Williamson County,
Texas, being in a northwest line of that called 71.997 acre tract of land
recorded in Document No. 2008000666, Official Public Records, Williamson
County, Texas, said point being the southwest corner of the herein
described tract of land;
Thence, with the approximate center line of Dry Berry Creek, the following twelve
(12) courses and distances:
6. N 18° 43' 13" W, a distance of 119.07', to a calculated point for an angle
point of the herein described tract of land;
7. N 08° 20' 24" W, a distance of 77.91', to a calculated point for an angle
point of the herein described tract of land;
8. N 06° 15' 48" E, a distance of 102.38', to a calculated point for an angle
point of the herein described tract of land;
9. N 16° 24' 06" E, a distance of 224.02', to a calculated point for an angle
point of the herein described tract of land;
10. N 07° 44' 03" E, a distance of 168.85', to a calculated point for an angle
point of the herein described tract of land;
11. N 07° 06' 33" W, a distance of 204.47', to a calculated point for an angle
point of the herein described tract of land;
12. N 11° 33' 16" W, a distance of 283.45', to a calculated point for an angle
point of the herein described tract of land;
13. N 13° 30' 25" W, a distance of 113.69', to a calculated point for an angle
point of the herein described tract of land;
14. N 19° 16' 42" W, a distance of 358.97', to a calculated point for an angle
point of the herein described tract of land;
15. N 21° 52' 20" W, a distance of 91.57', to a calculated point for an angle
point of the herein described tract of land;
Page 163 of 170
PAGE 4 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
16. N 32° 08' 36" W, a distance of 49.98', to a calculated point for an angle
point of the herein described tract of land;
17. N 42° 07' 33" W, a distance of 44.61', to a calculated point in the center of
Dry Berry Creek, being in a northwest line of the remainder of said 7.3 acre
tract, a southeast line of said 54.3 acre tract, said point being an exterior
corner of the herein described tract of land;
18. Thence, departing the center of Dry Berry Creek, with a northwest line of the
remainder of said 7.3 acre tract, a southeast line of said 54.3 acre tract, N
62° 51' 22" E, passing a 1/2" iron rod located for reference at a distance of
30.81', continuing 52.06' for a total distance of 82.87', to a 1/2" iron rod
located for an interior corner of the remainder of said 54.3 acre tract, the
southeast corner of said 54.3 acre tract, said point being an interior corner
of the herein described tract of land,
Thence, with the southwest lines of the remainder of said 7.3 acre tract, the
northeast lines of said 54.3 acre tract, the following fourteen (14) courses and
distances:
19. N 21° 45' 16" W, a distance of 131.35' (Record per Doc. No. 2014088568: N
20° 22' 13" W, a distance of 131.35'), to a 60D nail located for an angle point
of the herein described tract of land;
20. N 20° 31' 05" W, a distance of 60.86' (Record per Doc. No. 2014088568: N 19°
06' 55" W, a distance of 60.76'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
21. N 30° 43' 16" W, a distance of 11.06' (Record per Doc. No. 2014088568: N 29°
19' 54" W, a distance of 11.05'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
22. N 22° 54' 40" W, a distance of 104.20' (Record per Doc. No. 2014088568: N
21° 31' 18" W, a distance of 104.14'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
Page 164 of 170
PAGE 5 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
23. N 18° 03' 10" W, a distance of 130.05' (Record per Doc. No. 2014088568: N
16° 43' 03" W, a distance of 130.08'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
24. N 23° 12' 32" W, a distance of 100.95' (Record per Doc. No. 2014088568: N
21° 53' 07" W, a distance of 101.09'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
25. N 20° 47' 10" W, a distance of 180.56' (Record per Doc. No. 2014088568: N
19° 26' 34" W, a distance of 180.48'), to a 1/2" iron rod located for an angle
point of the herein described tract of land;
26. N 22° 02' 53" W, a distance of 104.75' (Record per Doc. No. 2014088568: N
20° 35' 52" W, a distance of 104.99'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
27. N 26° 22' 25" W, a distance of 33.25' (Record per Doc. No. 2014088568: N 24°
55' 24" W, a distance of 33.32'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
28. N 08° 48' 02" W, a distance of 6.36' (Record per Doc. No. 2014088568: N 07°
21' 01" W, a distance of 6.37'), to a 1/2" iron rod located for an angle point
of the herein described tract of land;
29. N 20° 14' 35" W, a distance of 16.17' (Record per Doc. No. 2014088568: N 18°
49' 16" W, a distance of 16.18'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
30. N 20° 03' 30" W, a distance of 17.68' (Record per Doc. No. 2014088568: N 18°
38' 11" W, a distance of 17.69'), to a 1/2" iron rod with a blue "QUICK INC
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
31. N 20° 06' 15" W, a distance of 231.63' (Record per Doc. No. 2014088568: N
18° 40' 56" W, a distance of 231.73'), to a 1/2" iron rod with a blue "QUICK INC
Page 165 of 170
PAGE 6 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
RPLS 6447" plastic cap set for an angle point of the herein described tract of
land;
32. N 19° 32' 43" W, a distance of 110.22' (Record per Doc. No. 2014088568: N
18° 07' 24" W, a distance of 110.27'), to the POINT OF BEGINNING containing
119.784 acres of land.
Note: The basis of bearing was established using the Trimble VRS Network, NAD
(83), Texas State Plane Coordinate System, Central Zone, 4203, US Survey Foot,
Grid. A survey plat was prepared by a separate document.
Page 166 of 170
PAGE 7 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
FIELD NOTES FOR A 104.884 ACRE TRACT OF LAND:
BEING A 104.884 ACRE TRACT OF LAND, LOCATED IN THE WILLIAM ROBERTS SURVEY,
ABSTRACT NO. 524, WILLIAMSON COUNTY, TEXAS; SAID 104.884 ACRE TRACT,
BEING ALL OF THAT CALLED 104.89 ACRE TRACT OF LAND RECORDED IN
DOCUMENT NO. 2020151834, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY,
TEXAS; SAID 104.884 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS AS FOLLOWS:
BEGINNING at a 1" square iron pipe located for the easternmost corner of said
104.89 acre tract, the southernmost corner of that called 72.32 acre tract of land
recorded in Volume 886, Page 335, Deed Records, Williamson County, Texas,
being an angle point of that called 111.36 acre tract of land known as "Tract 1",
recorded in Volume 512, Page 71, Deed Records, Williamson County, Texas, said
point being the easternmost corner of the herein described tract of land;
Thence, with the southeast lines of said 104.89 acre tract, the northwest lines of
said 111.36 acre tract, the following two (2) courses and distances:
1. S 68° 12' 57" W, a distance of 1820.19' (Record: S 69° 36' 19" W, a distance
of 1820.51'), to a 1/2" iron rod located for an angle point of the herein
described tract of land;
2. S 64° 22' 55" W, a distance of 197.60' (Record: S 65° 45' 36" W, a distance of
197.59'), to a 1/2" iron rod located for an angle point of said 104.89 acre
tract, the westernmost corner of said 111.36 acre tract, the northernmost
corner of that called 54.3 acre tract of land recorded in Document No.
2014088568, Official Public Records, Williamson County, Texas, said point
being an angle point of the herein described tract of land;
Page 167 of 170
PAGE 8 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
Thence, with the southeast lines of said 104.89 acre tract, the northwest lines of
said 54.3 acre tract, the following two (2) courses and distances:
3. S 69° 29' 55" W, a distance of 320.10' (Record: S 70° 51' 03" W, a distance of
319.99'), to a 1/2" iron rod located for an angle point of the herein described
tract of land;
4. S 69° 03' 58" W, a distance of 499.96' (Record: S 70° 29' 45" W, a distance of
500.56'), to a 1/2" iron rod located for the southernmost corner of said 104.89
acre tract, the easternmost corner of that called 33.63 acre tract of land
recorded in Document No. 2004079454, Official Public Records, Williamson
County, Texas, being an angle point of said 54.3 acre tract, said point being
the southernmost corner of the herein described tract of land;
5. Thence, with the southwest line of said 104.89 acre tract, the northeast line
of said 33.63 acre tract, N 21° 34' 01" W, a distance of 1625.97' (Record: N
20° 09' 53" W, a distance of 1624.84'), to a 1/2" iron rod located for the
westernmost corner of said 104.89 acre tract, the northernmost corner of
said 33.63 acre tract, being in a southeast line of that called 284.03 acre
tract of land recorded in Volume 656, Page 620, Deed Records, Williamson
County, Texas, said point being the westernmost corner of the herein
described tract of land;
6. Thence, with a northwest line of said 104.89 acre tract, the southeast line of
said 284.03 acre tract, N 69° 02' 47" E, a distance of 1795.12' (Record: N 70°
23' 23" E, a distance of 1795.28'), to a 1/2" iron rod located for an angle point
of said 104.89 acre tract, an angle point of said 284.03 acre tract, an angle
point of said 72.32 acre tract, said point being an angle point of the herein
described tract of land;
Thence, with the common boundary lines of said 104.89 acre tract and said 72.32
acre tract, the following three (3) courses and distances:
7. N 69° 38' 42" E, a distance of 1053.77' (Record: N 71° 03' 05" E, a distance of
1053.79'), to a 1" square iron pipe located for the northernmost corner of
the herein described tract of land;
Page 168 of 170
PAGE 9 EXHIBIT “A” TO ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
8. S 21° 18' 14" E, a distance of 554.64' (Record: S 19° 54' 18" E, a distance
of 554.70'), to a 3/8" iron rod located for an angle point of the herein
described tract of land;
S 21° 04' 34" E, a distance of 1020.48' (Record: S 19° 42' 15" E, a distance
1020.54') to the POINT OF BEGINNING containing 104.884 acres of land
Page 169 of 170
EXHIBIT “B”
Description of Infrastructure
SOLO PAGE EXHIBIT “B” ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
GTEC AND JSACQ / GEORGETOWN, LP (TM 125893)
Page 170 of 170