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Home My WebLink AboutRES 072225-5.T - Preserve at Water Oak PID Developer Deposit AgreementRESOLUTION NO. 0 7 Z 2�,Z5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS APPROVING A DEVELOPER DEPOSIT AGREEMENT BETWEEN THE CITY OF GEORGETOWN, TEXAS AND 3701 SH 29, LLC, REGARDING THE PRESERVE AT WATER OAK PUBLIC IMPROVEMENT DISTRICT, AND MAKING RELATING FINDINGS AND DETERMINATIONS WHEREAS, on December 10, 2024, after notice and hearing in accordance with the Act, the City Council passed and approved Resolution No. 121024-6.1) (the "PID Creation Resolution") authorizing the creation of the Preserve at Water Oak Public Improvement District (the "PID") pursuant to the Act, covering approximately 19.77 contiguous acres within the City's corporate limits, which land is described in the PID Creation Resolution (the "Property"), and the PID Creation Resolution became effective immediately after its passage. WHEREAS, on June 24, 2025, the City Council passed and approved Resolution No. 062425-5.0 (the "Cost Determination Resolution") determining the costs of the proposed Authorized Improvements based on the Preliminary Service and Assessment Plan, approving a proposed Assessment Roll, and directing that the proposed Assessment Roll be made available for public inspection. WHEREAS, on July 22, 2025, the City Council is scheduled to consider the second reading of the Assessment Ordinance, levying the PID assessments against the Property. WHEREAS, the City recognizes that the City will continue to incur expenses related to the PID including, but not limited to professional services provided to the City by its consultants, and the Developer has agreed to reimburse the City for those expenses in accordance with the terms and conditions of the Developer Deposit Agreement attached to this Resolution as Attachment A. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: Section 1. The findings set forth in the recitals of this Resolution are found to be true and correct and are incorporated into this Resolution for all purposes by this reference. Section 2. The City Council hereby approves, and authorizes the Mayor to sign, the Developer Deposit Agreement in the form attached to this Resolution as Attachment A. Section 3. The Mayor is hereby authorized to sign this Resolution and the City Secretary to attest thereto on behalf of the City of Georgetown, Texas. This Resolution will become effective immediately upon its passage. RESOLVED by the City Council of the City of Georgetown, Texas on July 22, 2025. 1 CITY OF GEORGET N, TEXAS By: Josh Vchroeder, Payor ATTEST: By: Robyn Den ore, City Secretary APPROVED AS TO FORM: By: Skye Ma son, Cy Attorney Resolution No. 0702.26� l Preserve at Water Oak PID — Developer Deposit Agreement Page 2 \ \ \ 1, E —DEDICATED ROW \ \ S FOR HWY29 & \ LANE-D, LERATION \ 0 100 209 STATE HIGHWAY 29 I -� - ORIGINAL SCALE 1 " = 200' A E� I� . I i L BUILDING TABLE Tag RI Type Retail/Restaurant ;Footprint"SlcwNht 8,950 1 Total'. SF 8.950 R? R3 R4 IkfLwranl Retlauranl Retail(Restaura nt _ �pDO 3,98D 8,900 1 1 1 4,000 3,900 8,900 F3 F2 Flex OI(tce Flex Office _ 7,9s0 7_40 1 7,950 1 7950 F3 F4 Fkx Off,ct flex Olfce _ _7,7� 9250 1 1 7,750 9250 FS 16 flex Office flex Olflct R,00o 3,750 1 1 8,000 3,750 F7 F8 Flex Office flex Office II,900 Is.150 1 1 11,500 15,150 01 corke 8,950 7 17,90n 02 03 Office Office 8,950 8,9502 3 26,850 17.900 04 05 Office Office 8,950 %950 2 2 17.900 17.900 06 Olficv 665W 2 1Tom— FAIR OAKS DR. C 2P CONSULTANTS, LLC 203 E. MAIN STREET, SUITE 204 ROUND ROCK, TEXAS 78664 512-344-9664 TBPE FIRM #F-19351 N:\Projects\OM Developers\W SH 29\Documents\Application and Fees\PID\SITE PLAN.dwg J L WDDILATED ROW IL CROSS TAINTRAIL � V / Z � �T /v THE PRESERVE AT WATER OAK PUBLIC IMPROVMENT DISTRICT December 12, 2024 DEVELOPER DEPOSIT AGREEMENT This Developer Deposit Agreement (this "Agreement"), effective as of the 22nd day ofJuly 2025, (the "Effective Date"), is made and entered into by and between The City of Georgetown Texas (the "City") and 3701 SH 29, LLC, a Texas limited liability company ("Owner"), herein collectively referred to as ("Party" or "Parties"). WHEREAS, the Owner owns approximately 2 0 acres of land in the City that it desires to develop which is further described in 11;xhihit A hereto (the "Property"); WHEREAS, the Parties have determined that the financing of a portion of the costs of the Public Improvements necessary for the development of the Property, can be achieved by means of Chapter 372, Texas Local Government Code, as amended, entitled the Public Improvement District Assessment Act ("PID Act"); and WHEREAS, the Owner desires to develop the Property and has made petition to the City for a Public Improvement District ("PID") under the PID Act; and WHEREAS, the Parties hereto recognize that the City will continue to incur expenses through the entire PID review process until final completion of the development ("City Expenses") including but not limited to: professional services, legal publications, notices, reproduction of materials, public hearing expenses, recording of documents, engineering fees, attorney fees, special consultant fees, and fees for administrative time of City staff, and NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Payment For Professional Services. The Owner shall deposit with the City '75 000 (the "Initial Deposit") for payment of City Expenses necessary to draft, review and coordinate the proceedings related to the creation of the PID and the levy of assessments within the PID, including the costs and expenses for professional services incurred by the City's consultants listed on Exhibit B hereto, within ten (10) days of the Effective Date. (a) The City agrees to hold the Initial Deposit and any additional Owner's contributions in a separate fund maintained by the City which may only be used for City Expenses related to the PID. (b) The City will pay City Expenses out of the amount deposited with the City and keep accounting of all charges for City Expenses incurred for the PID and any unused contributions shall be returned to the Owner. Costs and expenses for professional services incurred by the City's consultants listed on Exhibit B hereto (other than the flat PID creation fee of $20,000 for the Financial Advisor and the flat PID creation fee of $30,000 for the Bond Counsel) shall be evidenced by invoices that describe the work performed by date and time entries and shall be provided to Owner at least 15 days before they are required to be paid. The invoices for the City Expenses included in the Initial Deposit (other than the flat PID creation fee of $20,000 for the Financial Advisor and the flat PID creation fee of $30,000 for the Bond Counsel) shall be provided to the Owner within thirty (30) days of the Effective Date. (c) If the balance in the City Expenses fund falls below $1,000, or is reasonably expected to fall below $1,000, before the PID Project is completed, the City Manager's Office will provide written notice to Owner. The notice will include an accounting of the City Expense fund as of the date of the notice as well as the invoices described in subparagraph (b) above (if not previously provided to Owner), and an estimate of the additional amount of City Expenses the City Manager's Office reasonably expects to be required to complete the PID Project (the "Additional Amount"). Owner shall pay the Additional Amount within fifteen (15) days after receipt of a request by the City Manager's Office together with the applicable accounting and invoices. (d) In the event the balance for City Expenses is exhausted, upon notice, Owner shall pay the balance owed in full within fifteen (15) days in addition to the remittance of the additional funds as provided above. (e) In the instance that deposits of additional funds are not timely made, the City has no obligation to incur any additional costs and expenses in connection with the PID. (fl Failure of Owner to meet its obligations above may result in the suspension or revocation of any active development permits and/or the City's right to reduce the amount of Assessment Revenues by the amount of the unpaid City Expenses. The City shall give the Owner written notice and a ten (10) day opportunity to cure prior to reducing any amount of the Assessment Revenues. 2. No Obligation to Issue Bonds. The Owner acknowledges that the City has no obligation to issue any bonds or other indebtedness with respect thereto, and nothing contained within this Agreement shall create any such obligation. The Owner's obligation to pay the City Expenses shall exist and continue independent of whether the bonds or other indebtedness are approved. This Agreement shall confer no vested rights or development rights on the Property or to the Owner. Further, this Agreement shall provide no assurances, promises, or covenants to approve any development in the Property. 2 3. Termination, This Agreement shall terminate upon the issuance of bonds issued to reimburse Owner for eligible costs within the PID as determined by the City or upon agreement of the Parties. The City shall be entitled to pay its consultants for all professional services incurred through the date of termination; however, any excess funds remaining after such payments have been made shall be promptly refunded to Owner. 4. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the transactions contemplated herein. 5. Amendment, This Agreement may only be amended, altered or revoked by written instrument approved by the City Manager or designee. 6. Successors and Assigns. Neither City nor Owner may assign or transfer their interest in the Agreement without prior written consent of the other Party. 7. Notice, Any notice and/or statement required and permitted to be delivered shall be deemed delivered by depositing same in the United States Mail, Certified, with Return Receipt Requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the parties in writing: City of Georgetown, Texas 808 Martin Luther King Jr. St. Georgetown, Texas 78626 Attn: City Manager Owner: 3701 SH 29, LLC c/o Vipul Gopani 4749 Williams Dr., #335 Georgetown, Texas 78633 8. Interpretation. Regardless of the actual drafter of this Agreement, this Agreement shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against either party. 9. Applicable Law, This Agreement is made, and shall be construed in accordance with the laws of the State of Texas and venue shall lie in Williamson County, Texas. 10. Severability. In the event any portion or provision of this Agreement is illegal, invalid, or unenforceable under present or future law, then and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be 3 affected thereby, and it is also the intention of the parties to this Agreement that in lieu of each clause or 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. 11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 12. Statutory Verifications. Owner makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with Owner within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Notwithstanding anything in this Agreement to the contrary, the representations and covenants contained in this Section 17 shall survive termination of this Agreement until the statute of limitations has run. a. Not a Sanctioned Company. Owner represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes any company and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. b. No Boycott of Israel. Owner hereby verifies that it and its parent company, wholly - or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. c. No Discrimination Against Firearm Entities. Owner hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. 4 d. No Boycott of Energy Companies. Owner hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. 13. Form 1295. Submitted herewith is a completed Form 1295 in connection with the execution of this Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from Owner, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. Owner and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by Riverside; and, neither the City nor its consultants have verified such information. [Signature page to follow] W City: CITY OF GEORGETOWN, TEXAS M. Josh Schroeder, Mayor Owner: 3701 SR29 LLC, a Teas limited liability company By: - \,j ) �-� - Vipul Gopam, Iganaging Member City: CITY OF GEOYGETOWN, TEXAS SchrocdZr,-Mayor Owner: 3701 SH29 LLC, a Texas limited liability company By: Vipul Gopani, Managing Member Exhibit A EAGLE AYE '- Eagle Eye C'onstr iclmn Layout 1807 S Highway 183 Leander, Texas 78641 (512) 4)4-4468 '9 PLS11HIII Ak101C'm1M4 20.255 ACRES, (882,324 Sq, Ft,) WILLIAMSON COUNTY, TEXAS METES AND BOUNDS DESCRIPTION A DESCRIPTION OF A 20.255 ACRE (APPROX. 882,324 Sq. Ft.) TRACT OF LAND, SIT UA rED IN THAT ISAAC DONAGAN SURVEY, ABSTRACT No. 178. LOCATED IN WILLIAMSON COUNTY, TEXAS, AND BEING THAT SAME TRACT OF LAND BEING DESCRIBED IN THAT CERTAIN GENERAL WARRANTY DEED, CONVEYED TO W. BRYAN FARNEY, DATED nr-rEMBER 23, 2016 AND APPEARING OF RECORD UNDER DOCUMENT No. 2016026299 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 20.255 ACRES OF LAND BEING MORE PARTICULARLY DESCRIBED BY THE;. FOLLOWING METES AND BOUNDS DESCRIPTION: BEGINNING at a found 112-inch iron rod, along the southerly right-ot-way line of !Ante Highway 29 1 rexes 29) having a variable right -of way width. for the northwesterly corner of the herein described 20.256 Acre tract. from which a found 112-inch iron rod witli cap stamped "BURY" at tt-wt nnrtheaslerry corner of Lot 35, Blocx A Water Oak North Section 1. a subdivision Appearing of record under Document No. 2013033404 of the Official Public Recornx of trdillramson County, Texas, bears South 21 ` 07' 42' West. a distance of 19 75 feet THENCE along the southerly righl•of-way tine of aforementioned State Highway 29 (Texas 29) the following three (3) courses and distances 1) South 870 00, 18" East, a distance of 207.55 feet to a set 1 /2-inch iron rod with cap stamped ' 4863", for an angle point of the herein describe 20 255 Acre tract; 2) South 86' 31' 40" East. a distance of 192.46 feet to a found 1/2-inch iron rod, for an angle point of the herein described 20 255 Arre tract: 3). South 86° 47' 26" East, a distance of 410.65 That to a found 112-inch iron rod, same being the northwesterly cornet of that certain called 2.55 Acre tract of land being described in that certain Warranty Deed conveyed to Steve and Theresa Wilson, dated November 23. 1999 and appearing o! record under Document No. 199979200 of the Official Nubl;c Records of Williamson County Texas. for the northeasterly corner of the herein described 2D.255 Acre tract; THENCE leaving the southerly right-of-way line of aforementioned State Highway 29 (Texas 29). along the westerly and southerly lot lines of the aforementioned 2 55 Acre tract, the following four (4) courses and distances; Exhibit A -Piet 1 of 3 rol 1) South 21' OS' 68" East, a distance of 198.79 feet to a found lf2-inch iron rod, for an angle point of the herein described 20.255 Acre tract 2), South 6511 09, 231, East, a distance of 105.68 feet to a set 112-inch Iron reA with cap stamped "4863", for an angle point of the herein described 20,255 Acre tract; 3), South S8.17' 39" East, a distance of 42,43 feat to a set 112-inch iron rod with Cap stamped "4863", for an angle point of the herein described 20.255 Acre tract, 4) South 690 22' 26" East, a distance of 172,80 frset to a found 112-inch iron rod saute being an angle point in the westerly line of that certain called 22.5662 Acre tract of land being described In that certain General Warranty Deed, conveyed to William and Patricia Bagwell, dated April 21, 2010 and appearing of record under Document No 20/0025183 of the Official Public Records of Williamson County, Texas, for an angle plaint of the herein described 20 255 Acre tract; THENCE 3uuth 061 Ii0' 31" East, leaving the southerly lot Ime of the aforementioned 2.55 Acre tract, along the westerly lines of the aforernentloned 22.5562 Acre tract, a distance of 649.59 foot to a found 112-inch iron rod, same being the northeasterly corner of lot 3, Block C, Water Oak North Sections 2 and 3 Phase 1 Final Plat, a subdivision appearing of record under Document No 2014100976 of the Official Public Records of Williamson County, Texas, for the sotatheasterly corner of the herein described 20,265 Acre tract; THENCE leaving the westerly lot line of aforementioned 22.5562 Acre tract, along the northerly lot line of Lot 3, Block C, Lot 21, Block G, and Lot 40, Block A of the aforementioned Water Oak North Sections 2 and 3 Phase 1 Final plat, Barre being the norlherty terminus of Cross Mountain Trail having a 55' rsght-of-way width, the following two (2) courses atttd distances: 1). North 88' 26' 05" West, a distance of 178.27 foot to a found 112-inch iron rod, for an angle point of the herein described 20.255 Acre tract; 2) North 880 36' 41" West, a distance of 177.43 feet to a found 112-inch iron rod with cap stamped BURY'. same being the northwesterly corner of the aforementioned Lot 40. Block A. same being the northeasterly corner of Lot 24, Block A of the aforementioned Water Oak North Section 1, for an angle point of the herein described 20,255 Acre tract; THENCE leaving the northwesterly corner of the aforementioned Lot 40. Block A. along the northerly lot line of Loth 1A 74 Block A and the easterly lot line of Lots 5-13 and Lot 35, Block A of the aforementioned Water Oak North Section 1. same being the southerly right-of-way line of aforementioned State Highway 29 (Texas 29), the following two (2) courses and distance: 1) North 88° 34' 40" West, a distance of 522.17 feet to a found 112-inch iron rod, for the southwesterly corner of the herein described 20,255 Acre tract; Exhibit ,aPage 2 of 3 7 2) North 21' 07' 42" West a distance of 1046.46 foot to the POINT OF BEGINNING containinq the hereon described 20 255 Acne (Alipiox 882,324 Sq F;.) tract of land. more or less. Si,rvey on the ground July 21, 2018. Bearings are caseu on the Texas Coordinate System, Central Zone (FIPS 4203), utilizing the local VRS Network Base No. PRS370780058369, A separate sketch accompanies this metes and bounds description S r � l� i • dt� � F� Ir r /1 �� n►iN+ieiM.iii. Charles M, Bepsost <wxeSs`` Registered Professional Land Surveyor State of Texas No. 4863 July 24, 2018 Exhibit A -Page 3 of 3 8 Exhibit B APPROVED CONSULTANTS AND RATES City's Attorney Billing rate of $275 per hour. Opinion letters for Bonds will be separate. Financial Advisor Specialized Public Finance Inc. ("Financial Advisor") shall charge a flat PID creation fee of $20,000, which fee shall be due and payable within ten (10) business days of the Effective Date of this Agreement. Upon closing for each series of PID bonds, if issued, Financial Advisor shall be paid a fee equal to 1.25% of the principal amount thereof, which fee shall only be payable out of the proceeds of said PID bonds. If PID bonds are subsequently issued, the City's Financial Advisor fee of 1.25% for the issuance of PID bonds as set out in the preceding sentence shall be reduced by the amount of the flat PID creation fee of $20,000 previously paid by the Owner. Bond Counsel McCall, Parkhurst & Horton L.L.P. ("Bond Counsel") shall charge a flat PID creation fee of $30,000, which fee shall be due and payable within ten (10) business days of the Effective Date of this Agreement. Upon closing for each series of PID bonds, if issued, Bond Counsel shall be paid a fee equal to 3% of the principal amount thereof, which fee shall only be payable out of the proceeds of said PID bonds. If PID bonds are subsequently issued, the City's Bond Counsel fee of 3% for the issuance of PID bonds as set out in the preceding sentence shall be reduced by the amount of the flat PID creation fee of $30,000 previously paid by the Owner. PID Administrator As reasonably determined by City. 9