HomeMy WebLinkAboutRES 072225-5.J - Preserve at Water Oak PID Financing and Reimbursement AgreementRESOLUTION NO. 1'-� Z6 r
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS APPROVING THE PID CONSTRUCTION,
FINANCING AND REIMBURSEMENT 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 PID Construction, Financing, and Reimbursement Agreement attached to this
Resolution as Attachment A obligates the Developer to complete the Authorized Improvements
benefitting the PID, and addresses the method of reimbursing the Developer for the construction
of the Authorized Improvements using PID Assessments and revenue from PID Bonds.
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
PID Construction, Financing, and Reimbursement 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.
f(�'FS, 07ZZ2 S;T
CITY OF GEORGETOWN, TEXAS
By:
Josh chroeder, Mayor
i
ATTEST:
By: i
Robyn Den ore, ity �Secret�ary
APPROVED AS TO FORM:
By:
Skye M son, ty Attorney
Resolution No. 0 ;F 222S"--.5,f
Preserve at Water Oak PID — PID Construction, Financing, and Reimbursement Agreement Page 2
PID CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT
THE PRESERVE AT WATER OAK PUBLIC IMPROVEMENT DISTRICT
between
THE CITY OF GEORGETOWN
and
3701 SH29 LLC
This PID Construction, Financing and Reimbursement Agreement (this "Agreement') is
entered into by 3701 SH29 LLC, a Texas limited liability company (the "Developer') and the City
of Georgetown, Texas (the "City"), a Texas home rule municipality, and made to be effective on
the latest date accompanying the signature lines below (the "Effective Date'). The Developer and
the City are individually referred to as a "Party" and collectively as the "Parties." Capitalized terms
used in this Agreement shall have the meanings given to such term in Article 3.
ARTICLE 1. RECITALS
1.01 WHEREAS, the Developer is a Texas limited liability company;
1.02 WHEREAS, the City is a Texas home -rule municipality;
1.03 WHEREAS, on December 10, 2024, after notice and hearing in accordance with the Act,
the City Council passed and approved Resolution No. 121024-6.D (the "PID Creation Resolution")
authorizing the creation of 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 "Pro e "), and the PID Creation Resolution became effective immediately pursuant to the
terms thereof;
1.04 WHEREAS, on June 24, 2025, the City Council passed and approved Resolution No.
062525-5.0 (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;
1.05 WHEREAS, on July 22, 2025, the City Council passed and approved the Assessment
Ordinance and approved this Agreement;
1.06 WHEREAS, the Assessment Ordinance approved the SAP;
1.07 WHEREAS, the SAP identifies the final Authorized Improvements to be designed,
constructed, and installed by or at the direction of the Parties that confer a special benefit on the
Assessed Property;
1.08 WHEREAS, the SAP sets forth the estimated Actual Costs of the Authorized
Improvements;
1.09 WHEREAS, the Assessed Property is being developed in phases;
1.10 WHEREAS, this Agreement shall apply to all phases and no additional reimbursement
agreement shall be required for future phases;
1.11 WHEREAS, the SAP determines and apportions the Actual Costs of the Authorized
Improvements to the Assessed Property, which Actual Costs represent the special benefit that the
Authorized Improvements confer upon the Assessed Property as required by the Act;
1.12 WHEREAS, the Assessment Ordinance levied the Actual Costs of the Authorized
Improvements as Assessments against the Assessed Property in the amounts set forth on the
Assessment Roll;
1.13 WHEREAS, Assessments, including the Annual Installments thereof, are due and payable
as described in the SAP;
1.14 WHEREAS, Annual Installments shall be billed and collected by the City or its designee;
1.15 WHEREAS, Assessment Revenue from the collection of Assessments, including the
Annual Installments thereof, shall be deposited (1) as provided in the applicable Indenture if PID
Bonds secured by such Assessments are issued and outstanding, or (2) into the PID Reimbursement
Fund if no such PID Bonds are issued or no PID Bonds remain outstanding;
1.16 WHEREAS, Bond Proceeds shall be deposited as provided in the applicable Indenture;
1.17 WHEREAS, the PID Project Fund shall only be used in the manner set forth in the
applicable Indenture; and
1.18 WHEREAS, this Agreement is a "reimbursement agreement" authorized by Section
372.023(d)(1) of the Act.
NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set forth in
this Agreement, the Parties agree as follows:
ARTICLE 2. GENERAL
2.01 Effect of Recitals. The foregoing RECITALS: (1) are part of this Agreement for all
purposes; (2) are true and correct; and (3) each Party has relied upon such Recitals in entering into
this Agreement.
2.02 Related Documents. All resolutions and ordinances referenced in this Agreement (e.g.,
the PID Creation Resolution, the Cost Determination Resolution, and the Assessment Ordinance),
together with all other documents referenced in this Agreement (e.g., the SAP and each Indenture)
(collectively, the "Related Documents"), are incorporated as part of this Agreement for all
purposes as if such resolutions, ordinances, and other documents were set forth in their entirety in
or as exhibits to this Agreement.
2.03 References. Unless otherwise defined in Article 3 or elsewhere in this Agreement: (1) all
references to "Sections" shall mean Sections of this Agreement; (2) all references to "exhibits"
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shall mean exhibits to this Agreement which are incorporated into this Agreement for all purposes;
and (3) all references to "ordinances" or "resolutions" shall mean ordinances or resolutions
adopted by the City Council.
ARTICLE 3. DEFINITIONS
3.01 "Act" means Chapter 372, Texas Local Government Code, as amended.
3.02 "Actual Costs" is defined in the SAP.
3.03 "Actual Increased Costs" is defined in Section 6.11.
3.04 "Additional Costs" is defined in Section 6.11.
3.05 "Administrator" is defined in the SAP.
3.06 "Agreement" means this document together with the SAP, Indentures, and all other Related
Documents.
3.07 "Annual Collection Costs" are defined in the SAP.
3.08 "Annual Installment" is defined in the SAP.
3.09 "Applicable Laws" means the Act and all other laws or statutes, rules, or regulations of the
State of Texas or the United States, as the same may be amended, by which the City and its powers,
securities, operations, and procedures are, or may be, governed or from which its powers may be
derived. The term also includes, without limitation, the Approved Plans, the City's Code of
Ordinances and Unified Development Code, and all other City or City -adopted or City -approved
ordinances, resolutions, orders, codes, specifications, standards, policies, manuals, and other
actions of the City pertaining to design, construction, and conditions for the City's acceptance of
the Authorized Improvements for ownership and maintenance.
3.10 "Approved Plans" means, as to the Authorized Improvements, the final City -engineer
approved construction plans for same.
3.11 "Assessed Property" is defined in the SAP.
3.12 "Assessment" is defined in the SAP.
3.13 "Assessment Ordinance" is defined in the SAP.
3.14 "Assessment Revenue" means the revenues actually received by or on behalf of the City
from the collection of Assessments, including Prepayments, Annual Installments and foreclosure
proceeds.
3.15 "Assessment Roll" is defined in the SAP and included in the SAP as Exhibit F.
PAGE
3.16 "Authorized Improvements" is defined in the SAP and depicted on Exhibit C of the SAP.
3.18 "Bond Issuance Request" means the written request made by the Developer to the City to
issue PID Bonds in good faith as evidenced by the Developer's expenditure of necessary amounts
for market studies, financial analysis, legal counsel, and other professional services and due
diligence necessary to support the request.
3.17 "Bond Proceeds" means the proceeds derived from the issuance and sale of a series of PID
Bonds that are deposited and made available to pay Actual Costs in accordance with the applicable
Indenture.
3.18 "Certificate for Pg moment." means a certificate (substantially in the form of Exhibit A or as
otherwise approved by the Developer and the City Representative) executed by a representative of
the Developer and approved by the City Representative, delivered to the City Representative
(and/or, if applicable, to the trustee named in any applicable Indenture), specifying the work
performed and the amount charged (including materials and labor costs) for Actual Costs of Public
Improvements (or completed segments thereof), and requesting payment of such amount from the
PID Project Fund or the PID Reimbursement Fund. Each certificate shall include supporting
documentation in the standard form for City construction projects and evidence that the Public
Improvements (or its completed segment) covered by the certificate have been inspected and
accepted for ownership and maintenance by the City.
3.19 "Change" is defined in Section 5.15.
3.20 "City" is defined in the introductory paragraph of this Agreement.
3.21 "City Council" means the governing body of the City.
3.22 "City PID Policy" means the "Policy and Guidelines for Reimbursement Public
Improvement Districts" adopted by the City Council on December 11, 2018.
3.23 "City Representative" means the person authorized by the City Council to undertake the
actions referenced herein. As of the Effective Date, the City Representative is the Assistant City
Manager. The City Manager may change the City Representative from time to time in the City
Manager's sole discretion, and shall promptly notify Developer of any such change.
3.24 "Closing, Disbursement Request" means a request in the form of Exhibit B or as otherwise
approved by the Parties.
3.25 "Commence" in reference to construction or installation of an Authorized Improvement
(including, without limitation, a Parkland Improvement) begins from the time that the City has
given written approval to Developer of the design for the Authorized Improvement (in its
regulatory capacity), the Developer has begun actual demolition, clearing, or excavation for the
work, and work continues on a regular basis until Completion.
3.26 "Commencement Deadline" is defined in Section 4.03.01.
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3.27 "Complete", "Completed" or "Completion" in reference to construction or installation of
an Authorized Improvement means or is deemed to have occurred on the date all of the following
events have occurred:
3.27.01 construction of the improvement is substantially complete such that, as
applicable, all pipes, lines, appurtenances, facilities, structures, and equipment are capable
of being fully operational following acceptance of the improvement for use by the City or
HOA, as appropriate; and
3.27.02 as to engineered improvements, the design engineer has certified in writing
to the City or HOA, as appropriate, that the improvement is substantially complete; and
3.27.03 all testing and inspections by the City have been successfully conducted, all
final approvals required for use, operation and maintenance from the City have been
obtained, and the City has accepted the improvement for use, operation and maintenance;
and
3.27.04 the improvement can be used for its intended purposes and only punch list
items that do not adversely affect the capability of the improvement to operate and function
safely in the ordinary course of business remain to be completed, and those items are
reasonably expected to be completed within the next thirty (30) calendar days or (for items
such as revegetation) fiscal is posted with the City for such remaining items.
3.28 "Completion Deadline" is defined in Section 4.03.02.
3.29 "Cost Determination Resolution" is defined in Section 1.04.
3.30 "Cost Overrun" is defined in Section 5.03.
3.31 "Cost Underrun" is defined in Section 5.14.
3.32 "Default' is defined in Section 6.08.01.
3.33 "Delinquent Collection Costs" is defined in the SAP.
3.34 "Developer" is defined in the introductory paragraph of this Agreement.
3.35 "Developer Advances" means advances made by the Developer to pay Actual Costs.
3.36 "Developer Continuing Disclosure Agreement' means any Continuing Disclosure
Agreement of Developer executed contemporaneously with the sale of PID Bonds.
3.37 "Effective Date" is defined in the introductory paragraph of this Agreement.
3.38 "Estimated Additional Costs" is defined in the Section 6.11.
3.39 "Estimated Buildout Value" is defined in the SAP.
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3.40 "Failure" is defined in Section 6.08.01.
3.41 "Indenture" means the applicable trust indenture pursuant to which PID Bonds are issued.
3.42 "Lot" or "Lot Type" is defined in the SAP.
3.43 "Maintenance Bond" is defined in Section 4.03.05.
3.44 "Maintenance Period" is defined in Section 4.03.04.
3.45 "Maturity Date" is the date one year after the last Annual Installment is collected.
3.46 "Minimum Value to Lien Ratio" means the estimated taxable assessed value of the final
subdivided Lots in the PID as of the date of Developer's request for PID Bond issuance is at least
four times greater that the dollar amount of the Assessment (i.e., the estimated assessed value to
lien ratio is 4:1), taking into account all PID Bonds that would be outstanding after the issuance of
the PID Bonds that are the subject of a Bond Issuance Request. In determining the estimated
taxable assessed value of the property within the PID for purposes of calculating the Minimum
Value to Lien Ratio, the Developer may use: (i) the sale price (as evidenced by executed real estate
contracts provided to the City) of property within the PID that has been sold and for which
development on that property has begun; (ii) the sale price (as evidenced by executed real estate
contracts provided to the City) of property within the PID which has been sold but for which
development has not begun; (iii) the Williamson Central Appraisal District's value of property
within the PID established by the last tax statement sent by the Williamson County Tax Assessor;
(iv) the appraisal of each Assessed Property performed in accordance with the requirements of this
Agreement or (v) any combination of (i) through (iv) without duplication. The City in its sole
discretion may require such values to be supported by an appraisal of the applicable Parcels
prepared by an appraiser selected by the City with all reasonable appraisal fees to be paid by the
Developer.
3.47 "Parcel" is defined in the SAP.
3.48 "PqM" and "Parties" are defined in the introductory paragraph of this Agreement.
3.49 "PID" is defined as the Preserve at Water Oak Public Improvement District, created by the
PID Creation Resolution.
3.50 "PID Bonds" is defined in the SAP.
3.51 "PID Bond Ordinance" means and refers to the ordinance or ordinances of the City Council
that will authorize and approve the issuance and sale of the PID Bonds and provide for their
security and payment, either under the terms of such ordinance or the Indenture related to the PID
Bonds.
3.52 "PID Bond Security" means the funds that are to be pledged in or pursuant to the PID Bond
Ordinance or the Indenture to the payment of the debt service requirements on the PID Bonds,
consisting of the Assessments, including earnings and income derived from the investment or
PAGE 6
deposit of Assessment Revenues in the special funds or accounts created and established for the
payment and security of the PID Bonds, unless such earnings are required to be deposited into a
rebate fund for payment to the federal government.
3.53 "PID Creation Resolution" is defined in Section 1.03.
3.54 "PID Pledged Revenue Fund" means the fund, including all accounts created within such
fund, established by the City under an Indenture (and segregated from all other funds of the City)
into which the City deposits Assessment Revenue from the collection of Assessments, including
Annual Installments thereof, securing PID Bonds issued and still outstanding under such
Indenture.
3.55 "PID Project Fund" means the fund, including any accounts created within such fund,
established by the City under an Indenture (and segregated from all other funds of the City) into
which the City deposits a portion of the Bond Proceeds and any other funds authorized or required
by such Indenture.
3.56 "PID Reimbursement Fund" means the fund established by the City under this Agreement
(and segregated from all other funds of the City) into which the City deposits Assessment Revenue
if not deposited into the PID Pledged Revenue Fund.
3.57 "Prepayment" is defined in the SAP.
3.58 "Property" is defined in Section 1.03.
3.59 "Public Improvements" mean improvements authorized by Section 372.003 of the Act that
confer a special benefit to the Assessed Property and are eligible to be repaid with Assessments.
3.60 TEO" is defined in the Section 6.11.
3.61 "Related Documents" is defined in Section 2.02.
3.62 "Reimbursement Agreement Balance" is defined in Section 5.04.
3.63 "SAP" means the Preserve at Water Oak Public Improvement District Service and
Assessment Plan approved by the Assessment Ordinance, as the same may be updated or amended
by City Council action in accordance with the Act.
3.64 "Tax Certificate" is defined in Section 6.07.02.
3.65 "Transfer" and "Transferee" are defined in Section 6.10.
ARTICLE 4. DEVELOPER OBLIGATIONS
4.01 Obligation to Complete Public Improvements. Developer shall Complete, or cause to
be Completed, the Public Improvements at no cost to the City in accordance with the Applicable
Laws and this Agreement.
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4.02 Compliance with Applicable Laws. Development of the land within the PID must
comply with applicable state and federal laws, rules, and regulations, and with the City's Code of
Ordinances, Unified Development Code, and this Agreement, but in the event of conflict, this
Agreement shall control.
4.03 Indemnity. DEVELOPER COVENANTS AND AGREES TO FULLY INDEMNIFY
AND HOLD HARMLESS CITY (AND THEIR ELECTED OFFICIALS, EMPLOYEES,
OFFICERS, DIRECTORS, AND REPRESENTATIVES), INDIVIDUALLY AND
COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS,
DAMAGES, LOSSES, EXPENSES, FEES, FINES PENALTIES, PROCEEDINGS,
ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND
AND NATURE BROUGHT BY ANY THIRD PARTY AND RELATING TO
DEVELOPER'S CONSTRUCTION OF THE PUBLIC IMPROVEMENTS INCLUDING
BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH AND PROPERTY DAMAGE,
MADE UPON CITY OR DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING
FROM OR RELATED TO DEVELOPER OR DEVELOPER'S CONTRACTORS'
NEGLIGENCE, WILLFUL MISCONDUCT OR CRIMINAL CONDUCT IN ITS
ACTIVITIES, INCLUDING ANY SUCH ACTS OR OMISSIONS OF DEVELOPER OR
DEVELOPER'S CONTRACTORS, ANY AGENT, OFFICER, DIRECTOR,
REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONSULTANTS OF
DEVELOPER OR DEVELOPER'S CONTRACTORS AND THEIR RESPECTIVE
OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES, ALL
WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY
AVAILABLE TO CITY, UNDER TEXAS LAW AND WITHOUT WAIVING ANY
DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS
INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE CITY AND ARE NOT
INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTHER PERSON OR ENTITY. DEVELOPER SHALL
PROMPTLY ADVISE CITY IN WRITING OF ANY CLAIM OR DEMAND AGAINST
CITY, RELATED TO OR ARISING OUT OF DEVELOPER OR DEVELOPER'S
CONTRACTORS CONSTRUCTION ACTIVITIES UNDER THIS AGREEMENT AND
SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR
DEMAND AT THE DEVELOPER'S COST TO THE EXTENT REQUIRED UNDER THE
INDEMNITY IN THIS SECTION. CITY SHALL HAVE THE RIGHT, AT THEIR
OPTION AND AT THEIR OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE
WITHOUT RELIEVING DEVELOPER OF ANY OF ITS OBLIGATIONS UNDER THIS
PARAGRAPH. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF
APPROVED IN WRITING IN ADVANCE BY THE CITY COUNCIL, DEVELOPER
SHALL BE FULLY AND FINALLY RELEASED OF ITS INDEMNITY OBLIGATIONS
UNDER THIS SECTION UPON ASSIGNMENT OF ALL, BUT NOT PART, OF ITS
RIGHTS UNDER THIS AGREEMENT, AND UNDER THAT CIRCUMSTANCE THE
CITY SHALL LOOK SOLELY TO THE DEVELOPER'S SUCCESSORS OR ASSIGNS
OF RECORD (WHETHER ONE OR MORE) FOR INDEMNIFICATION.
PAGE 8
ARTICLE 5. FUNDING PUBLIC IMPROVEMENTS
5.01 Fund Deposits. Until PID Bonds are issued, the City shall bill, collect, and deposit into
the PID Reimbursement Fund all Assessment Revenue consisting of: (1) revenue collected from
the payment of Assessments (including Prepayments and amounts received from the foreclosure
of liens but excluding costs and expenses related to collection); and (2) revenue collected from the
payment of Annual Installments (excluding Annual Collection Costs and Delinquent Collection
Costs). Once PID Bonds are issued, the City shall bill, collect, and deposit all Assessment Revenue
in the manner set forth in the applicable Indenture. Upon the issuance of PID Bonds, the Developer
shall deposit any funds required by the Indenture in the manner set forth in the applicable
Indenture. Annual Installments shall be billed and collected by the City (or by any person, entity,
or governmental agency permitted by law) in the same manner and at the same time as City ad
valorem taxes are billed and collected. Funds in the PID Project Fund shall only be used in
accordance with the applicable Indenture. Funds in the PID Reimbursement Fund shall only be
used to pay all or any portion of the Reimbursement Agreement Balance in accordance with this
Agreement. The City will take and pursue all actions permissible under Applicable Laws to cause
the Assessments to be collected and the liens related to such Assessments to be enforced
continuously, in the manner and to the maximum extent permitted by the Applicable Laws, and,
to the extent permitted by Applicable Laws, to cause no reduction, abatement or exemption in the
Assessments for so long as any PID Bonds are outstanding or a Reimbursement Agreement
Balance remains outstanding. The City shall determine or cause to be determined, no later than
February 15 of each year whether any Annual Installment is delinquent and if such delinquencies
exist, the City will order and cause to be commenced as soon as practicable, and subject to any
necessary action required by the City Council, any and all appropriate and legally permissible
actions to obtain such Annual Installment, and any delinquent charges and interest thereon,
including without limitation diligently prosecuting an action to foreclose the currently delinquent
Annual Installment; provided, however, the City shall not be required under any circumstances to
pay any delinquent Assessment or purchase or make payment for the purchase of the
corresponding Assessed Property.
5.02 Maximum Annual Assessment. The annual assessment to Parcel owners within the PID
shall be no more than the equivalent of a $0.55 per $100 tax rate on the Estimated Buildout Value
of the Parcel or Lot Type as provided for in the SAP.
5.03 Payment of Actual Costs and PID Administration Costs. The Developer shall make
Developer Advances to pay Actual Costs and, prior to PID Bond issuance, to reimburse the City
for the City's costs incurred prior to PID Bond issuance in the establishment, administration, and
operation of the PID (including but not limited to attorney fees, financial advisory fees, consultant
fees, publication costs, and any other cost or expense directly associated with the establishment,
administration, and operation of the PID). The Developer shall also make Developer Advances to
pay for any cost overrun ("Cost Overrun") after applying cost savings. The Developer
acknowledges and agrees that the lack of Bond Proceeds in the PID Project Fund and/or
Assessment Revenues deposited to the PID Reimbursement Fund shall not diminish the
Developer's obligations under this Agreement to construct or cause to be constructed the Public
Improvements. The Developer agrees to pay the Actual Costs of the Public Improvements set forth
in the SAP, and agrees to maintain sufficient funds for such purpose in the form of. (i) loan funds,
PAGE 9
(ii) funds available pursuant to a letter of credit, (iii) available cash, or (iv) any combination of (i)
— (iii) as reasonably required by the City.
5.04 Payment of Reimbursement Agreement Balance.
5.04.01 The City agrees to pay to the Developer, and the Developer shall be entitled
to receive payments from the City, until the Maturity Date, an aggregate principal amount
not to exceed FOUR MILLION THREE HUNDRED FORTY-SEVEN THOUSAND
DOLLARS AND 00/100 ($4,347,000.00) or so much thereof as from time to time remains
outstanding (such outstanding amount of all City -approved Certificates for Payment,
together with accrued interest as hereinafter described, is referred to collectively as the
"Reimbursement Agreement Balance"), with the amount for each payment request being
shown on each Certificate for Payment (which amounts include only Actual Costs paid by
or at the direction of the Developer) plus simple interest on the unpaid principal balance at
the lesser rate of. (i) two percent (2%) above the highest average index rate for tax-exempt
bonds reported in a daily or weekly bond index reported in the month before the date of
determination (which is the date of the approval by the City of the Assessment Ordinance
levying the Assessments from which the Reimbursement Agreement Balance, or a portion
thereof, shall be paid), or (ii) if PID Bonds are issued, the same interest rate on such PID
Bonds. For purposes of Sections 372.023(e)(1) and (e)(2) of the Act, the interest rate on
any portion of the Reimbursement Agreement Balance not to be paid from the proceeds of
PID Bonds shall be calculated for each Certificate for Payment using the date that the
Certificate for Payment is approved by the City as the date that the obligation to pay the
Certificate for Payment is incurred. The City shall have no obligation to approve a
Certificate for Payment for which any of the conditions to payment (described therein as
the Developer's representations and warranties) have not been met. If any portion of the
Reimbursement Agreement Balance remains unpaid after the City has elected to sell PID
Bonds for the purpose of paying a portion of the Reimbursement Agreement Balance, the
interest rate paid to the Developer on such unpaid Reimbursement Agreement Balance
shall be at the rates set forth in this Section 5.04. The method for determining the interest
rate for the unpaid balance of the Reimbursement Agreement Balance as set forth in this
paragraph has been approved by the City Council and is authorized by and complies with
the Act, including specifically subsections (e)(1) and (e)(2) of Section 372.023 of the Act.
The obligation of the City to pay the Reimbursement Agreement Balance is payable solely
from the PID Reimbursement Fund or from net proceeds from the sale of the PID Bonds
deposited in the PID Project Fund. No other City funds, revenue, taxes, income, or property
shall be used even if the Reimbursement Agreement Balance is not paid in full by the
Maturity Date. Payments made from the PID Reimbursement Fund toward any outstanding
Reimbursement Agreement Balance, shall first be applied to unpaid interest on such
Reimbursement Agreement Balance owed to the Developer, and second to unpaid principal
of the Reimbursement Agreement Balance owed to the Developer. Each payment from the
PID Reimbursement Fund shall be in accordance with this Agreement and shall be
accompanied by an accounting that certifies the Reimbursement Agreement Balance as of
the date of the payment and that itemizes all deposits to and disbursements from the PID
Reimbursement Fund since the last payment. All payments from net proceeds from the sale
of PID Bonds deposited in the PID Project Fund shall be made in accordance with the
applicable Indenture. If there is a dispute over the amount of any payment, the City shall
PAGE 10
nevertheless pay the undisputed amount, and the Parties shall use all reasonable efforts to
resolve the disputed amount before the next payment is made; however, if the Parties are
unable to resolve the disputed amount, then the City's determination of the disputed
amount (as approved by the City Council) shall control.
5.05 Issuance of PID Bonds. The City, in its sole, legislative discretion, may issue PID Bonds
in accordance with the standards set forth in this Agreement and in the City PID Policy, in one or
more series, when and if the City Council determines that the requirements in this Agreement and
the City PID Policy have been met by Developer or can be met at the time of issuance of the PID
Bonds, including but not limited to the following: (i) the statutory requirements set forth in the
Act have been satisfied; (ii) the City shall receive at the time of issuance an opinion of bond counsel
selected by the City stating in effect that the PID Bonds are legal and valid under Texas law and
that all preconditions to their issuance under State law have been satisfied; (iii) the City shall
receive the approving opinion of the Attorney General of the State of Texas as required by the Act;
(iv) the Minimum Value to Lien Ratio is met (regarding which, the City in its sole discretion may
require such values to be supported by an appraisal of the applicable parcels prepared by an
appraiser selected by the City with all reasonable appraisal fees to be paid by the Developer) and
(v) it is financially feasible for the City to issue PID Bonds for the purposes of paying the
Reimbursement Agreement Balance; and (vi) the condo plat for the PID has been recorded with
the Williamson County Clerk's Office. PID Bonds issued for such purpose will be secured by and
paid solely as authorized by the applicable Indenture. Upon the issuance of PID Bonds for such
purpose and for so long as PID Bonds remain outstanding, the Developer's right to receive
payments each year in accordance with Section 5.04 shall be subordinate to the deposits required
under the applicable Indenture related to any outstanding PID Bonds and the Developer shall be
entitled to receive funds pursuant to the flow of funds provisions of such Indenture. The failure of
the City to issue PID Bonds shall not constitute a "Failure" by the City or otherwise result in a
"Default" by the City. The Developer shall not be relieved of its duty to construct or cause to be
constructed such improvements even if there are insufficient funds in the PID Project Fund to pay
the Actual Costs of the Public Improvements. The Developer agrees that, if PID Bonds are issued,
the Actual Costs expended or to be expended by the Developer to construct the Public
Improvements in excess of the Assessment (the "Owner Contribution") shall be allocated to Actual
Costs of the Public Improvements related to landscaping, signage, and district formation expenses.
This Agreement shall apply to all of the PID Bonds issued by the City whether in one or more
series, and no additional reimbursement agreement shall be required for future series of PID
Bonds.
The City shall use diligent, reasonable and good faith efforts, subject to meeting the requirements
and conditions stated herein, the PID Policy and State law, to commence the documentation for
and the issuance of PID Bonds within four to six months after receiving a Bond Issuance Request
from Developer. The City will consider the adoption of a PID Bond Ordinance, subject to meeting
the requirements and conditions stated in this Agreement, the PID Policy and State law, to
reimburse the Developer for Actual Costs of those Public Improvements that are Complete at the
time of the PID Bond issue less any amounts already reimbursed to Developer pursuant to this
Agreement.
5.06 Denomination, Maturity, Interest, and Security for PID Bonds.
PAGE 11
5.06.01 The PID Bonds shall be finally authorized by the City Council and shall be
issued in the denominations, shall mature and be prepaid, shall bear interest, and shall be
secured by and payable solely from the PID Bond Security, all to be as described and
provided in the PID Bond Ordinance or Indenture, as applicable.
5.06.02 The final and adopted versions of the PID Bond Ordinance and the
Indenture (and all documents incorporated or approved therein) shall contain provisions
relating to the withdrawal, application, and uses of the proceeds of the PID Bonds when
and as issued and delivered and otherwise contain such terms and provisions as are
mutually approved by the City and the Developer and consistent with this Agreement.
5.07 Sale of PID Bonds.
5.07.01 Once approved for issuance, the PID Bonds shall be issued by the City and
shall be marketed and sold as determined by the City with the cooperation and assistance
of the Developer in all respects with respect to the preparation of marketing documents,
such as preliminary and final official statements. The Developer agrees to provide such
financial information as may be necessary for the issuance of the PID Bonds to comply
with applicable securities laws and the provisions of Securities and Exchange Rule 15c2-
12.
5.07.02 The aggregate principal amount of PID Bonds required to be issued
hereunder shall not exceed an amount sufficient to fund: (i) the reimbursements for the
Actual Costs of the Public Improvements; (ii) required reserves and capitalized interest (if
any) during the period of construction and not more than twelve (12) months after the
completion of construction of all Public Improvements covered by the PID Bond issue in
question; (iii) the Reserve Fund and the Administrative Fund (as defined in the Indenture);
and (iv) any costs of issuance for the PID Bonds.
5.07.03 The final maturity for each series of PID Bonds shall occur no later than
twenty-five (25) years from the issuance date of said PID Bonds.
5.07.04 Any PID Bonds issued must include a Reserve Fund (as defined in the
Indenture) funded from proceeds of such PID Bonds at the time of issuance. Refunding
PID Bonds may satisfy this requirement in cases where an existing Reserve Fund is
transferred to the refunding PID Bonds. All PID Bond Reserve Funds at the time of
issuance shall be in an amount equal to the lesser of (i) the maximum annual debt service
on the PID Bonds; (ii) 10% of the PID Bond proceeds; or (iii) 125% of the average annual
debt service on the PID Bonds.
5.07.05 The maximum aggregate par amount of all PID Bonds shall not exceed
FOUR MILLION THREE HUNDRED FORTY-SEVEN THOUSAND DOLLARS AND
00/100 ($4,347,000.00).
5.07.06 The City will (i) select the underwriter(s) for each series of PID Bonds; (ii)
determine credit criteria; (iii) investor suitability; (iv) determine the structure of each series
of such bonds; and (v) determine the continuing disclosure requirements for each series of
PAGE 12
such bonds, each with input from the Developer, but in every instance the City shall make
the final decision regarding all terms and matters related to the issuance and sale of PID
Bonds.
5.07.07 Prior to the issuance of PID Bonds, Developer must be current on all taxes,
Assessments, fees and not in default under this Agreement or any other agreement with the
City, including information required from Developer for timely disclosures as required by
any applicable continuing disclosure agreement.
5.08 Disbursements and Transfers.
5.08.01 The City and the Developer agree that, prior to PID Bond issuance, and
upon the presentation of evidence satisfactory to the City Representative, the City will pay
from the Reimbursement Fund, approved amounts from the appropriate account to the City
or the Developer, as applicable, which costs may include payment of costs incurred in the
establishment, administration, and operation of the PID and any other eligible items
expended by the Developer or the City. In order to receive disbursement, the Developer
shall execute a Certificate for Payment to be delivered to the City no more often than once
per calendar month.
5.08.02 The City and the Developer agree that from the proceeds of the PID Bonds,
and upon the presentation of evidence satisfactory to the City Representative, the City will
cause the trustee under the applicable Indenture to pay at closing of the PID Bonds
approved amounts from the appropriate account to the City or the Developer, as applicable,
which costs may include payment for costs of issuance of PID Bonds and payment of costs
incurred in the establishment, administration, and operation of the PID and any other
eligible items expended by the Developer and the City as of the time of the delivery of the
PID Bonds as described in the SAP. In order to receive disbursement, the Developer shall
execute a Closing Disbursement Request to be delivered to the City no fewer than fifteen
(15) calendar days prior to the scheduled pricing date for the PID Bonds for payment in
accordance with the provisions of the applicable Indenture.
5.08.03 In order to receive disbursements for Actual Costs of Public Improvements
from the applicable fund under this Agreement and applicable Indenture, the Developer
shall execute a Certificate for Payment, no more frequently than once per calendar month,
to be delivered to the City for payment in accordance with the provisions of the applicable
Indenture and this Agreement. Upon receipt of a Certificate for Payment (along with all
accompanying documentation required by the City) from the Developer, the City shall
conduct a review in order to confirm that such request is complete, to confirm that the work
for which payment is requested was performed in accordance with all Applicable Laws and
applicable plans therefore and with the terms of this Agreement and any other agreement
between the parties related to property in the PID, that the Authorized Improvement (or
such segment thereof) has been inspected by the City and accepted by the City for
ownership, operation, and maintenance, and to verify and approve the Actual Costs of such
work specified in such certificate. The City shall also conduct such review as is required
in its discretion to confirm the matters certified in the Certificate for Payment.
PAGE 13
5.08.04 The Developer agrees to cooperate with the City in conducting each such
review required to be made for the approval of a Certificate for Payment; and the Developer
agrees to provide the City with such additional information and documentation as is
reasonably necessary for the City to conclude each such review.
5.08.05 The Developer further agrees that sales tax will not be approved for
payment under a Certificate for Payment.
5.08.06 Within fifteen (15) business days following receipt of any Certificate for
Payment, the City shall either: (1) approve such certificate and, if PID Bonds have been
issued, forward it to the trustee under the applicable Indenture for payment, or (2) provide
the Developer with written notification of disapproval of all or part of such certificate,
specifying the basis for any such disapproval. Any disputes shall be resolved as required
by Section 5.04 herein. If PID Bonds have been issued, the City shall promptly deliver the
approved or partially approved Certificate for Payment to the trustee under the applicable
Indenture for payment, and such trustee shall make the disbursements as quickly as
practicable thereafter.
5.08.07 If proceeds from PID Bonds are still available after all the Public
Improvements are Complete and accepted by the City, and Developer has been reimbursed
for all unreimbursed Actual Costs incurred in connection therewith, the proceeds may be
utilized to finance other Public Improvements within the PID for which reimbursements
are not being received by the Developer from other public sources.
5.09 Obligations Limited. The obligations of the City under this Agreement shall not, under
any circumstances, give rise to or create a charge against the general credit or taxing power of the
City or a debt or other obligation of the City payable from any source other than the PID
Reimbursement Fund or the PID Project Fund. Unless approved by the City Council, no other City
funds, revenues, taxes, property, or income of any kind shall be used to pay: (1) the Actual Costs
of the Authorized Improvements; (2) the Reimbursement Agreement Balance even if the
Reimbursement Agreement Balance is not paid in full on or before the Maturity Date; or (3) debt
service on any PID Bonds. None of the City or any of its elected or appointed officials or any of
its officers, employees, consultants or representatives shall incur any liability hereunder to the
Developer or any other party in their individual capacities by reason of this Agreement or their
acts or omissions under this Agreement.
5.10 Obligation to Pay. Subject to the provisions of Section 5.04 and 5.09, if the Developer is
(1) current on payment of all taxes, assessments and fees owed to the City, and (2) in then -current
compliance with its obligations under (a) this Agreement, and (b) all Developer Continuing
Disclosure Agreements (if PID Bonds are issued and remain outstanding); then, following the
inspection and final acceptance by the City of the applicable Public Improvement (or segment
thereof) for ownership, operation, and maintenance by the City of a Public Improvement (or
segment thereof) for which Developer seeks reimbursement of the Actual Costs by submission of
a Certificate for Payment or Closing Disbursement Request, the obligations of the City under this
Agreement to pay disbursements (whether to the Developer or to any person designated by the
Developer) identified in any approved Certificate for Payment or Closing Disbursement Request
PAGE 14
and to pay debt service on PID Bonds are unconditional AND NOT subject to any defenses or
rights of offset except as may be provided in any Indenture.
5.11 City Delegation of Authority. All Public Improvements shall be constructed by or at the
direction of the Developer in accordance with the plans and in accordance with this Agreement
and all Applicable Laws. The Developer shall perform, or cause to be performed, all of its
obligations and shall conduct, or cause to be conducted, all operations with respect to the
construction of Public Improvements in a good, workmanlike and commercially reasonable
manner, with the standard of diligence and care normally employed by duly qualified persons
utilizing their commercially reasonable efforts in the performance of comparable work in
accordance with all Applicable Laws, and generally accepted practices appropriate to the activities
undertaken. The Developer has sole responsibility of ensuring that all Public Improvements are
constructed in a good, workmanlike and commercially reasonable manner, with the standard of
diligence and care normally employed by duly qualified persons utilizing their commercially
reasonable efforts in the performance of comparable work in accordance with City ordinances,
City codes, City regulations, and generally accepted practices appropriate to the activities
undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite
experience necessary to administer and coordinate all work related to the design, engineering,
acquisition, construction and installation of all Public Improvements to be acquired and accepted
by the City from the Developer. If any Public Improvements are or will be on land owned by the
City, the City hereby grants to the Developer a license to enter upon such land for purposes related
to construction (and maintenance pending acquisition and acceptance) of the Public
Improvements. Inspection and acceptance by the City of Public Improvements will be in
accordance with applicable City ordinances and regulations.
5.12 Security for Public Improvements. Prior to completion and conveyance to the City of
any Public Improvements, the Developer shall cause to be provided to the City a maintenance bond
in the amount required by the City's subdivision regulations for applicable Public Improvements,
which maintenance bond shall be for a term of two years from the date of final acceptance by the
City of the applicable Public Improvements for ownership, operation, and maintenance. Any surety
company through which a bond is written shall be a surety company duly authorized to do business
in the State of Texas, meeting at least the City's minimum acceptable rating established under the
City's financial institution rating system then in effect, provided that legal counsel for the City has
the right to reject any surety company regardless of such company's authorization to do business
in Texas. Nothing in this Agreement shall be deemed to prohibit the Developer or the City from
contesting in good faith the validity or amount of any mechanics or materialman's lien and/or
judgment nor limit the remedies available to the Developer or the City with respect thereto so long
as such delay in performance shall not subject the Public Improvements to foreclosure, forfeiture,
or sale. In the event that any such lien and/or judgment with respect to the Public Improvements
is contested, the Developer shall be required to post or cause the delivery of a surety bond or letter
of credit, whichever is preferred by the City, in an amount reasonably determined by the City, not
to exceed 120 percent of the disputed amount.
5.13 Ownership and Conveyance of Public Improvements. The Developer shall furnish to
the City a preliminary title report for land related to the Public Improvements to be acquired and
accepted by the City from the Developer and not previously dedicated or otherwise conveyed to
the City. The report shall be made available for City review and approval at least twenty (20)
PAGE 15
business days prior to the scheduled transfer of title. The City shall approve the preliminary title
report unless it reveals a lien or encumbrance, or any other a matter which, in the sole judgment
of the City, would materially affect the City's ownership, use and enjoyment of the Public
Improvements. If the City objects to any preliminary title report, the City shall not be obligated to
accept title to the applicable Public Improvements until the Developer has cured the objections to
the satisfaction of the City.
5.14 Remaining Funds After Completion of Public Improvements. Upon the entering into
of final construction contracts for Public Improvements, if the Actual Cost of such Public
Improvements is less than the budgeted cost as shown in Exhibit C to the SAP, as the same may
be updated by the City, (a "Cost Underrun"), any remaining budgeted cost will be available to pay
Cost Overruns on any other Public Improvements. Additionally, upon the final completion of
Public Improvements and payment of all outstanding invoices for such Public Improvements, any
Cost Underrun will be available to pay Cost Overruns on any other Public Improvements. A City
Representative shall promptly confirm to the Administrator (as defined in the SAP) that such
remaining amounts are available to pay such Cost Overruns, and the Developer, the Administrator
and the City Representative will agree how to use such moneys to secure the payment and
performance of the work for other Public Improvements. Any Cost Underrun for any Public
Improvements is available to pay Cost Overruns on any other Public Improvements and may be
added to the amount approved for payment in any Certificate for Payment, as mutually agreed to
by the Developer, the Administrator and the City Representative.
5.15 Contracts and Change Orders. The Developer shall be responsible for entering into all
contracts and any supplemental agreements (herein referred to as "Change Orders") required for
the construction of Public Improvements. The Developer or its contractors may approve and
implement any Change Orders even if such Change Order would increase the Actual Cost of Public
Improvements, but the Developer shall be solely responsible for payment of any Cost Overruns
resulting from such Change Orders except to the extent amounts are available pursuant to Section
5.14. If any Change Order is for work that requires changes to be made by an engineer to the
construction and design documents and plans previously approved by the City as Approved Plans,
then such revisions made by an engineer must be submitted to the City for approval by the City's
engineer prior to execution of the Change Order.
ARTICLE 6. ADDITIONAL PROVISIONS
6.01 Term. The term of this Agreement shall begin on the Effective Date and shall continue
until the earlier to occur of the Maturity Date or the date on which the Reimbursement Agreement
Balance is paid in full.
6.02 No Competitive Bidding. Construction of the Public Improvements shall not require
competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local Government Code, as
amended. All plans and specifications, but not construction contracts, shall be reviewed and
approved, in writing, by the City prior to Developer selecting the contractor. The City shall have
the right to examine the contractor selected by the Developer prior to executing a construction
contract with the contractor.
PAGE 16
6.03 Independent Contractor. In performing this Agreement, the Developer is an independent
contractor and not the agent or employee of the City.
6.04 Audit. The City Representative shall have the right, during normal business hours and
upon five (5) business days' prior written notice to the Developer, to review all books and records
of the Developer pertaining to costs and expenses incurred by the Developer with respect to any
of the Public Improvements. For a period of two years after completion of the Public Improvements
or after the expenditure of all Bond Proceeds, whichever is later, the Developer shall maintain
proper books of record and account for the construction of the Public Improvements and all costs
related thereto. Such accounting books shall be maintained in accordance with customary real
estate accounting principles. The Developer shall have the right, during normal business hours, to
review all records and accounts pertaining to the Assessments upon written request to the City.
The City shall provide the Developer an opportunity to inspect such books and records relating to
the Assessments during the City's regular business hours and on a mutually agreeable date no later
than ten (10) business days after the City receives such written request. The City shall keep and
maintain a proper and complete system of records and accounts pertaining to the Assessments for
so long as PID Bonds remain outstanding or Reimbursement Agreement Balance remains unpaid.
6.05 Developer's Right to Protest Ad Valorem Taxes. Nothing in this Agreement shall be
construed to limit or restrict Developer's right to protest ad valorem taxes. The Developer's
decision to protest ad valorem taxes on Assessed Property does not constitute a Default under this
Agreement.
6.06 PID Administration and Collection of Assessments. If the City designates an
Administrator who shall have the responsibilities provided in the SAP related to the duties and
responsibilities of the administration of the PID, the City shall provide the Developer upon request
with a copy of the agreement between the City and the Administrator. If the City contracts with a
third -party for the collection of Annual Installments of the Assessments, the City shall provide the
Developer with a copy of such agreement. Further notwithstanding anything to the contrary
contained herein, the City covenants to use diligent, good faith efforts to contract with the
Williamson County Tax Assessor -Collector for the collection of the Assessments such that the
Assessments will be included on the ad valorem tax bill(s) for the Assessed Properties and will be
collected as part of and in the same manner as ad valorem taxes. During the term of this Agreement,
the City shall notify the Developer of any change of Administrator or third -party collection of the
Assessments.
6.07 Representations and Warranties.
6.07.01 The Developer represents and warrants to the City that: (1) the Developer
has the authority to enter into and perform its obligations under this Agreement; (2) the
Developer has the financial resources, or the ability to obtain sufficient financial resources,
to meet its obligations under this Agreement; (3) any information provided by the
Developer for inclusion in a disclosure document for an issue of PID Bonds will not contain
any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading; (4) the person executing this Agreement on
behalf of the Developer has been duly authorized to do so; (5) this Agreement is binding
PAGE 17
upon the Developer in accordance with its terms; and (6) the execution of this Agreement
and the performance by the Developer of its obligations under this Agreement do not
constitute a breach or event of default by the Developer under any other agreement,
instrument, or order to which the Developer is a party or by which the Developer is bound.
6.07.02 If in connection with the issuance of PID Bonds the City is required to
deliver a certificate as to tax exemption (a "Tax Certificate") to satisfy requirements of the
Internal Revenue Code, the Developer agrees to provide, or cause to be provided, such
facts and estimates as the City reasonably considers necessary to enable it to execute and
deliver its Tax Certificate. The Developer represents that such facts and estimates will be
based on its reasonable expectations on the date of issuance of the PID Bonds and will be,
to the knowledge of the officers of the Developer providing such facts and estimates, true,
correct and complete as of such date. To the extent that it exercises control or direction
over the use or investment of any proceeds from the sale of PID Bonds (including, but not
limited to, the use of the Public Improvements), the Developer further agrees that it will
not knowingly make, or permit to be made, any use or investment of such funds that would
cause any of the covenants or agreements of the City contained in a Tax Certificate to be
violated or that would otherwise have an adverse effect on the tax-exempt status of the
interest payable on the PID Bonds for federal income tax purposes.
6.07.03 The City represents and warrants to the Developer that: (1) the City has the
authority to enter into and perform its obligations under this Agreement; (2) the person
executing this Agreement on behalf of the City has been duly authorized to do so; (3) this
Agreement is binding upon the City in accordance with its terms; and (4) the execution of
this Agreement and the performance by the City of its obligations under this Agreement do
not constitute a breach or event of default by the City under any other agreement,
instrument, or order to which the City is a party or by which the City is bound.
6.08 Default/Remedies.
6.08.01 If either Party fails to materially perform, observe or comply with any of its
covenants, agreements or obligations imposed on such Party by this Agreement (a
"Failure") and such Failure is not cured after notice and the expiration of the cure periods
provided in this Section, then such Failure shall constitute a "Default." If a Failure is
monetary, the non -performing Party shall have ten (10) business days after receipt of
written notice of the alleged Failure from the other Party within which to cure the Failure.
If a Failure is non -monetary, the non -performing Party shall have thirty (30) calendar days
after receipt of written notice from the other Party within which to cure the Failure;
provided however, that the cure period for a non -monetary Failure may be extended as
allowed under Section 6.08.05.
6.08.02 If the Developer is in Default, the City shall have available all remedies at
law or in equity; including, without limitation, the right to withhold payments to Developer
under this Agreement. In addition, if the Developer attempts to transfer its interests in this
Agreement in violation of Section 6.10, the City, in its sole discretion, shall have the right
to terminate this Agreement.
PAGE 18
6.08.03 If the City is in Default, the Developer shall have available all remedies at
law or in equity; provided, however, no Default by the City shall entitle the Developer to
terminate this Agreement.
6.08.04 The City shall give notice of any alleged Failure by the Developer to each
Transferee identified in any notice from the Developer, and such Transferees shall have
the right, but not the obligation, to cure the alleged Failure within the same cure periods
that are provided to the Developer. The election by a Transferee to cure a Failure by the
Developer shall constitute a cure by the Developer but shall not obligate the Transferee to
be bound by this Agreement unless the Transferee agrees in writing to be bound.
6.08.05 If the performance of a non -monetary covenant or obligation to be
performed hereunder by any Party (i.e., not including a covenant or obligation to pay
money) is delayed as a result of circumstances which are beyond the control of such Party
(which circumstances may include, without limitation, acts of God, pandemics, war, acts
of civil disobedience, widespread pestilence, fire or other casualty, shortage of materials,
adverse weather conditions such as, by way of illustration and not limitation, severe rain
storms or tornadoes, labor action, strikes, changes in the law affecting the obligations of
the Parties hereunder, or similar acts) ("Force Majeure"), the time for such performance
shall be extended by the amount of time of the delay directly caused by and relating to such
uncontrolled circumstances. The Party claiming delay of performance as a result of any of
the foregoing Force Majeure events shall deliver written notice of the commencement of
any such delay resulting from such force majeure event not later than three (3) calendar
days after the claiming Party becomes aware of the same, unless prevented by such Force
Majeure event from doing so, and if the claiming Party fails to so notify the other Party of
the occurrence of a Force Majeure event causing such delay, the claiming Party shall not
be entitled to avail itself of the provisions for the extension of time for performance
contained in this Section.
6.09 Remedies Outside the Agreement. Nothing in this Agreement constitutes a waiver by the
City of any remedy the City may have outside this Agreement against the Developer, any
Transferee, or any other person or entity involved in the design, construction, or installation of the
Public Improvements. The City shall not be deemed to waive any defenses or immunities, whether
sovereign, governmental, legislative, qualified or otherwise, all such defenses and immunities
being expressly retained. The obligations of the Developer hereunder shall be those of a party
hereto and not as an owner of property in the PID. Nothing herein shall be construed as affecting
the City's or the Developer's rights or duties to perform their respective obligations under other
agreements, use regulations, or subdivision requirements relating to the development of property
within the PID.
6.10 Transfers. The Developer has the right to convey, transfer, assign, mortgage, pledge, or
otherwise encumber, in whole or in part without the consent of (but with notice to) the City, the
Developer's right, title, or interest to payments under this Agreement (but not performance
obligations) including, but not limited to, any right, title, or interest of the Developer in and to
payments of the Reimbursement Agreement Balance, whether such payments are from the PID
Reimbursement Fund or from Bond Proceeds (any of the foregoing, a "Transfer," and the person
or entity to whom the transfer is made, a "Transferee"); provided, however, that no such
PAGE 19
conveyance, transfer, assignment, mortgage, pledge, or other encumbrance shall be made without
prior written consent of the City if such conveyance, transfer, assignment, mortgage, pledge, or
other encumbrance would result in (1) the payments contemplated hereunder being pledged to the
payment of debt service on public securities issued by any state of the United States or any political
subdivision, and/or (2) the City being viewed as an "obligated person" within the meaning of Rule
15c2-12 of the United States Securities and Exchange Commission, and/or (3) the City being
subjected to additional reporting or recordkeeping duties. Notwithstanding the foregoing, no
Transfer shall be effective until notice of the Transfer is given to the City. The City may rely on
notice of a Transfer received from the Developer without obligation to investigate or confirm the
validity of the Transfer. The Developer waives all rights or claims against the City for any funds
paid to a third party as a result of a Transfer for which the City received notice.
6.11 Qualified Tax -Exempt Status. In any calendar year in which PID Bonds are issued, the
Developer agrees to pay the City additional costs ("Additional Costs") the City may incur in the
issuance of City obligations (the "City, Obligations") as described in this Section 6.11 if the City
Obligations are deemed not to qualify for the designation of "qualified tax-exempt obligations"
(" TEO") as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, as
a result of the issuance of PID Bonds by the City in any given year. The City agrees to deposit all
funds for the payment of such Additional Costs received under this Section 6.11 into a segregated
account of the City, and such funds shall remain separate and apart from all other funds and
accounts of the City until December 31 of the calendar year in which the PID Bonds are issued, at
which time the City is authorized to utilize such funds for any purpose permitted by law.
Additionally, the City will provide the Developer on an annual basis no later than August 15th
each year the projected amount of City Obligations to be issued in the upcoming year based on its
annual budget process.
In the event the City issues PID Bonds prior to the issuance of City Obligations, the City's Financial
Advisor shall calculate the estimated Additional Costs based on the market conditions as they exist
approximately thirty (30) calendar days prior to the date of the pricing of the PID Bonds (the
"Estimated Additional Costs"), and the City shall provide a written invoice to the Developer.
Unless otherwise agreed to in writing by the City, the Developer shall pay such Estimated
Additional Costs to the City on or before the earlier of (i) ten (10) business days after the date of
the City's invoice and (ii) five (5) business days prior to pricing the PID Bonds. The City shall not
be required to price or sell any issue of PID Bonds until the Developer has paid to the City the
Estimated Additional Costs related to the PID Bonds then being issued. The Estimated Additional
Costs are an estimate of the increased cost to the City to issue its City Obligations as non-QTEO.
Upon the City's approval of the City Obligations, the City's Financial Advisor shall calculate the
actual Additional Costs to the City of issuing its City Obligations as non-QTEO (the "Actual
Increased Costs"). The City will, within five (5) business days of the issuance of the City
Obligations, notify the Developer of the Actual Increased Costs. In the event the Actual Increased
Costs are less than the Estimated Additional Costs, the City will refund to the Developer the
difference between the Actual Increased Costs and the Estimated Additional Costs within ten (10)
business days of the date of the City's notice to the Developer of the Actual Increased Costs. If the
Actual Increased Costs are more than the Estimated Additional Costs, the Developer will pay to
the City the difference between the Actual Increased Costs and the Estimated Additional Costs
within ten (10) business days of the date of the City's notice to the Developer of the Actual
PAGE 20
Increased Costs. If the Developer does not pay the City the difference between the Actual Increased
Costs and the Estimated Additional Costs within ten (10) business days of the date of the City's
notice to the Developer of the Actual Increased Costs, the Developer shall not be reimbursed for
any Developer Advances until such payment is made in full.
In the event the City issues City Obligations prior to the issuance of PID Bonds, the City's Financial
Advisor shall calculate the estimated Additional Costs based on the market conditions as they exist
approximately twenty (20) days prior to the date of the pricing of the City Obligations (the
"Estimated Additional City Obligation Costs'), and the City shall provide a written invoice to the
Developer. The Developer shall pay such Estimated Additional City Obligation Costs to the City
at least ten (10) days prior to pricing the City Obligations. If the Developer has not paid the
Estimated Additional City Obligation Costs to the City by the required time, the City, at its option,
may elect to designate such City Obligations as QTEO, and the City shall not be required to issue
any PID Bonds in such calendar year. The Estimated Additional City Obligation Costs are an
estimate of the increased cost to the City to issue its City Obligations as non-QTEO. Upon the
City's approval of the City Obligations, the City's Financial Advisor shall calculate the actual
Additional Costs to the City of issuing its City Obligations as non-QTEO (the "Actual Increased
City Obligation Costs"). The City will, within five (5) business days of the issuance of the City
Obligations, notify the Developer of the Actual Increased City Obligation Costs. In the event the
Actual Increased City Obligation Costs are less than the Estimated Additional City Obligation
Costs, the City will refund to the Developer the difference between the Actual Increased City
Obligation Costs and the Estimated Additional City Obligation Costs within ten (10) business days
of the date of the City's notice to the Developer of the Actual Increased City Obligation Costs. If
the Actual Increased City Obligation Costs are more than the Estimated Additional City Obligation
Costs, the Developer will pay to the City the difference between the Actual Increased City
Obligation Costs and the Estimated Additional City Obligation Costs within ten (10) business days
of the date of the City's notice to the Developer of the Actual Increased City Obligation Costs. If
the Developer does not pay the City the difference between the Actual Increased City Obligation
Costs and the Estimated Additional City Obligation Costs within ten (10) business days of the date
of the City's notice to the Developer of the Actual Increased City Obligation Costs, the Developer
shall not be reimbursed for any Developer Advances until such payment is made in full.
To the extent any developer(s) or owner(s) (including the Developer, as applicable) has (have)
paid Additional Costs for any particular calendar year, any such Additional Costs paid
subsequently by a developer or owner (including the Developer, as applicable) to the City
applicable to the same calendar year shall be reimbursed by the City to the developer(s) or owner(s)
(including the Developer, as applicable) as necessary so as to put all developers and owners so
paying for the same calendar year in the proportion set forth in the next paragraph, said
reimbursement to be made by the City within ten (10) business days after its receipt of such
subsequent payments of such Additional Costs.
The City shall charge Additional Costs attributable to any other developer or owner on whose
behalf the City has issued debt in the same manner as described in this Section 6.11, and the
Developer shall only be liable for its portion of the Additional Costs under this provision, and if
any Additional Costs in excess of the Developer's portion had already been paid to the City under
this provision, then such excess of Additional Costs shall be reimbursed to the Developer. The
portion owed by the Developer shall be determined by dividing the total Bond Proceeds from any
PAGE 21
debt issued on behalf of the Developer in such calendar year by the total Bond Proceeds from any
debt issued by the City for the benefit of all owners or developers (including the Developer) in
such calendar year.
If in any calendar year the City issues City Obligations or PID Bonds on its own account that
exceed the amount that would otherwise qualify the City for the issuance of bank qualified debt,
then no Additional Costs shall be due from the Developer in connection with such PID Bonds. The
Additional Costs incurred with respect to such PID Bonds shall be allocated as described above,
and if any Additional Costs had already been paid by the Developer to the City for such calendar
year, then such excess of Additional Costs shall be reimbursed to the Developer within five (5)
business days of the issuance of such City Obligations or PID Bonds, as applicable.
Notwithstanding any provision in this Section 6.11 to the contrary, the Parties recognize and agree
that the provisions of this Section 6.11 are intended to compensate the City in the event the issuance
of PID Bonds prevents the City from issuing other obligations as QTEO and the City may, in its
sole discretion, waive the applicability of this Section 6.11 in any calendar year and such waiver
does not impact the applicability of this Section 6.11 in future calendar years.
6.12 Estoppel Certificate. From time to time upon written request of the Developer, the City
Manager will execute a written estoppel certificate (1) identifying any obligations of the Developer
under this Agreement that are in default or, with the giving of notice or passage of time, would be
in default; or (2) stating, if and to the extent true, that to the best knowledge and belief of the City,
the Developer is in compliance with its duties and obligations under this Agreement.
6.13 Applicable Law; Venue. This Agreement is being executed and delivered and is intended
to be performed in the State of Texas. Except to the extent that the laws of the United States may
apply, the substantive laws of the State of Texas shall govern the interpretation and enforcement
of this Agreement. In the event of a dispute involving this Agreement, venue shall lie in any court
of competent jurisdiction in Williamson County, Texas.
6.14 Notice. Any notice referenced in this Agreement must be in writing and shall be deemed
given at the addresses shown below: (1) when delivered by a nationally recognized delivery service
such as FedEx or UPS with evidence of delivery signed by any person at the delivery address
regardless of whether such person is the named addressee; or (2) 72 hours after deposited with the
United States Postal Service, Certified Mail, Return Receipt Requested.
To the City: City of Georgetown
P.O. Box 409
Georgetown, Texas 78627
or
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
Attn: City Manager
With a copy to: City of Georgetown
P.O. Box 409
Georgetown, Texas 78627
PAGE 22
Attn: City Attorney
or
809 Martin Luther King Jr. St.
Georgetown, Texas 78626
Attn: City Attorney
To the Developer: 3701 SH29 LLC
c/o Vipul Gopani
4749 Williams Dr., #335
Georgetown, Texas 78633
With a copy to: Metcalfe Wolff Stuart & Williams LLP
221 West 6th Street, Suite 1300
Austin, Texas 78701
Attn: Talley J. Williams
Any Party may change its address by delivering notice of the change in accordance with this
Section.
6.15 Conflicts; Amendment. In the event of any conflict between this Agreement and any other
instrument, document, or agreement by which either Party is bound: (1) first, the provisions and
intent of any applicable Indenture shall control, and (2) second, the provisions and intent of this
Agreement shall control subject only to the terms of any applicable Indenture. This Agreement
may only be amended by written agreement of the Parties.
6.16 Severability. If any provision of this Agreement is held invalid by any court, such holding
shall not affect the validity of the remaining provisions.
6.17 Non -Waiver. The failure by a Party to insist upon the strict performance of any provision
of this Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default
by the other Party, shall not constitute a waiver of such Party's right to insist and demand strict
compliance by such other Party with the provisions of this Agreement.
6.18 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed
to confer upon any person or entity other than the City, the Developer, and Transferees any rights
under or by reason of this Agreement. All provisions of this Agreement shall be for the sole and
exclusive benefit of the City, the Developer, and Transferees.
6.19 Counterparts. This Agreement may be executed in multiple counterparts, which, when
taken together, shall be deemed one original.
6.20 Verifications of Statutory Representations and Covenants. The Developer 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 the Owner within the meaning of SEC Rule 405, 17 C.F.R. §
230.405, and exists to make a profit. Liability for breach of any such verification during the term
PAGE 23
of this Agreement shall survive until barred by the applicable statute of limitations, and shall not
be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything
in this Agreement to the contrary.
6.20.01 Not a Sanctioned Company. The Developer 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 the Owner 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.
6.20.02 No Boycott of Israel. The Developer 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.
6.20.03 No Discrimination Against Firearm Entities. The Developer 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.
6.20.04 No Boycott of Energy Companies. The Developer 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.
6.21 Texas Ethics Commission Form 1295 Certificate of Interested Parties. The Developer
hereby verifies that it has submitted a disclosure of interested parties to the City pursuant to the
requirements of Section 2252.908, Texas Government Code and Chapter 46 of the rules of the
Texas Ethics Commission.
6.22 Employment of Undocumented Workers. During the term of this Agreement, and to the
extent required under State law, the Developer agrees not to knowingly employ any undocumented
workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Developer shall
repay the taxes abated herein within 120 days after the date the Developer is notified by the City
of such violation, plus interest at the rate of six percent (6%) compounded annually from the date
of violation until paid. Pursuant to Section 2264.101 (c), Texas Government Code, a business is
not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business,
or by a person with whom the business contracts.
PAGE 24
6.23 Sales and Use Tax Exemption. The Parties understand that, as municipally and publicly
owned and acquired properties, all costs of materials, other properties and services used in
constructing the Public Improvements to be acquired by the City are exempt under the current Tax
Code from sales and use taxes levied by the State of Texas, or by any city, county, special district,
or other political subdivision of the State, as set forth in Section 151.309 of Tax Code and 34 Tex.
Admin. Code, sec. 3.291.
Upon request of the Developer, and to the extent provided by law, the City will provide such
certifications to the Developer and/or to suppliers and contractors as may be required to assure the
exemptions claimed herein.
The City and the Developer shall cooperate in structuring the construction contracts for the Public
Improvements to comply with requirements (including those set forth in 34 Tex. Admin. Code,
sec. 3.291) for exemption from sales and use taxes.
6.24 Buyer Disclosure. In accordance with Section 5.014 of the Texas Property Code, the
Developer agrees to provide any purchaser of real property located in the PID a buyer disclosure
notice substantially in the form attached to the SAP as Exhibit L.
6.25 Exhibit List. The following exhibits are made part of this Agreement for all purposes as
if set forth in full:
Exhibit A
Exhibit B
Certificate for
Reimbursement
[Execution pages follow.]
PAGE 25
CITY:
CITY OF GEORGETOWN, TEXAS
Lo
Josh Schroeder, Mayor
ATTEST:
M.
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
By:
Skye Masson, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
THIS PID Construction, Financing and Reimbursement Agreement for the Preserve at Water Oak
Public Improvement District is acknowledged before me on this the day of
, 2025, by Josh Schroeder, Mayor of the City of Georgetown,
Texas, on behalf of the City of Georgetown, Texas.
Notary Public, State of Texas
PAGE 26
DEVELOPER:
3701 SH29 LLC, a Texas limited liability
company
By: _
Vipul Gopani, Managing Member
THE STATE OF TEXAS
COUNTY OF
THIS PID Construction, Financing and Reimbursement Agreement for the Preserve at Water Oak
Public Improvement District is acknowledged before me on this the day of
, 2025, by Vipul Gopani, the Managing Member of 3701 SH29
LLC, a Texas limited liability company, on behalf of said entity.
Notary Public, State of Texas
PAGE 27
EXHIBIT A
FORM OF CERTIFICATE FOR PAYMENT
The undersigned is an agent for 3701 SH29 LLC, a Texas limited liability company (the
"Developer') and requests the City of Georgetown, Texas (the "CLty") approve payment from the
[PID Project Fund] [PID Reimbursement Fund] in the amount of U.S. DOLLARS
AND 00/100 ($ ) for labor, materials, fees, and/or other general costs related to
the creation, acquisition, or construction of certain Public Improvements providing a special
benefit to property within the Preserve at Water Oak Public Improvement District. Unless
otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in
the PID Construction, Financing and Reimbursement Agreement between the Developer and the
City.
In connection with the above referenced payment request, the Developer represents and warrants
to the City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
Certificate for Payment on behalf of the Developer, and is knowledgeable as to the matters set
forth herein.
2. The work described in Attachment 1 has been completed.
3. The payment requested for the below referenced Public Improvements has not been the
subject of any prior payment request submitted for the same work to the City or, if previously
requested, no disbursement was made with respect thereto.
4. The amount listed for the Actual Costs of the Public Improvements below is a true and
accurate representation of the Actual Costs associated with the creation, acquisition, or
construction of said Public Improvements, and such costs (i) are in compliance with the PID
Construction, Financing and Reimbursement Agreement, and (ii) are consistent with the SAP. All
information and documents in Developer's possession or under its control supporting the amount
of Actual Costs claimed (the "Supporting Documentation") is included with this Certification of
Payment. The Supporting Documentation is presented in Attachments 1-4 to this Certificate for
Payment. Developer will provide additional Supporting Documentation to the City on request.
5. The Developer is in compliance with the terms and provisions of the PID Construction,
Financing and Reimbursement Agreement, the SAP, and the Developer Continuing Disclosure
Agreement.
6. The Developer has timely paid all ad valorem taxes and annual installments of Assessments
it owes or an entity the Developer controls owes, located in the Preserve at Water Oak Public
Improvement District and has no outstanding delinquencies for such assessments.
7. All conditions set forth in the Indenture (as defined in the PID Construction, Financing and
Reimbursement Agreement) for the payment hereby requested have been satisfied.
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A -PAGE 1
1*141,111.10 I:1
8. The Developer confirms that all work with respect to the Public Improvements referenced
below (or its completed segment) has been completed, and the City has inspected such Authorized
Improvement (or its completed segment) and on , the City accepted
same in writing for ownership by the City, and maintenance by the City or the HOA (as applicable,
pursuant to the Maintenance Agreement required by the Construction, Financing and
Reimbursement Agreement).
9. The Developer agrees to cooperate with the City in conducting its review of the requested
payment and Supporting Documentation, and agrees to provide additional information and
documentation as is reasonably necessary for the City to complete said review.
10. The Developer confirms that [based on the statements provided by the Trustee (as
defined in the SAP)] [based on all prior amounts paid to Developer from the PID
Reimbursement Fund] as of the date of this Certificate for Payment and based on the percentage
of completion of the Public Improvements as of the date of this Certificate for Payment as verified
by the City payment of the amounts requested in this Certificate for Payment, taking into account
all prior payments for the Public Improvements and the amount of work related to the Public
Improvements remaining to be completed as of the date of this Certificate for Payment will not
cause the amounts on deposit in [the PID Project Fund] [the PID Reimbursement Fund] to fall
below the amount necessary to complete the remaining Public Improvements taking into account
the amounts available to the Developer under its private loan, a line of credit and/or any other form
acceptable to the City.
11. Payments requested are as follows:
a. X amount to Person or Account Y for Z goods or services.
b. Payment / Wire Instructions
Attached hereto as Supporting Documentation (see Attachments 2 — 4) are invoices, cancelled
checks, receipts, purchase orders, change orders, and similar instruments which support and
validate the above requested payments. Also attached hereto are "bills paid" affidavits and/or lien
releases and supporting documentation in the standard form for City construction projects.
Pursuant to the PID Construction, Financing and Reimbursement Agreement, after receiving this
payment request, the City has inspected the Public Improvements (or completed segment) and
confirmed that said work has been completed in accordance with approved plans and all applicable
governmental laws, rules, and regulations, and the City has accepted the Public Improvements (or
completed segments) for ownership, operation, and maintenance.
Required Attachments:
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A - PAGE 2
EXHIBIT A
Supporting Documentation (See Attachments 1-4)
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A- PAGE 3
EXHIBIT A
I hereby declare that the above representations and warranties and the Supporting
Documentation provided are true and correct.
3701 SH29 LLC, a Texas limited liability
company
I:
Vipul Gopani, Managing Member
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A - PAGE 4
EXHIBIT A
Attachment 1 to Certificate for Payment
Work Completed under this Certificate for Payment
Description of Work Completed under I Cost of Work I Percentage of Work
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A - PAGE 5
EXHIBIT A
Attachment 2 to Certificate for Payment
Bills Paid Affidavits or Waivers and Lender Waivers
[Attach unconditional waivers and/or bills paid affidavits evidencing that all contractors and
subcontractors that performed work described in Attachment 1 has been paid in full for all work
completed through the date of the previous Certificate for Payment]
[Attach lender consents or approvals]
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A - PAGE 6
EXHIBIT A
Attachment 3 to Certificate for Payment
Invoice Ledger, Invoices, Receipts, Worksheets
INVOICE LEDGER
Invoice Ledger
Entity: 3701 SH29 LLC
Project: Preserve at Water Oak Public Improvement District
Certification Date Vendor Invoice Invoice Requested Approved Budget Budget
of Payment # Amount Amount Amount Sub- Description
Form No. Category
Attach invoices, receipts, worksheets and other evidence of costs which are in sufficient detail
to allow the City to verify the costs for which payment is requested]
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A - PAGE 7
Attach invoices, receipts, worksheets and other evidence of costs which are in sufficient detail
to allow the City to verify the costs for which payment is requested]
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A - PAGE 7
EXHIBIT A
Attachment 4 to Certificate for Payment
JOINDER OF PROJECT ENGINEER
TO CERTIFICATE FOR PAYMENT
The undersigned Project Engineer joins this Certificate for Payment solely for the purposes of
certifying that the representations made by the Developer in Paragraph 2 of the Certificate for
Payment and the Supporting Documentation are true and correct in all material respects.
By:
Name:
Title:
Date:
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A - PAGE 8
EXHIBIT A
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for
Payment, acknowledges that the Public Improvements (or a completed segment) covered by the
Certificate for Payment have been inspected by the City, and finally accepted by the City for
ownership, operation and maintenance, and otherwise finds the Certificate for Payment to be in
order. After reviewing the Certificate for Payment, the City approves the Certificate for Payment
[and shall include said payments in the City Order (as defined in the Indenture) submitted
to the Trustee directing payments to be made from the applicable fund in accordance with
the Indenture] [and approves direct payment to be made from the PID Reimbursement
Fund] to the Developer or to any person designated by the Developer.
CITY OF GEORGETOWN, TEXAS
By:
Name:
Title:
Date:
PRESERVE AT WATER OAK
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT A - PAGE 9
EXHIBIT B
FORM OF CLOSING DISBURSEMENT REQUEST
The undersigned is an agent for 3701 SH29 LLC, a Texas limited liability company (the
"Developer") and requests the City of Georgetown, Texas (the "Ciff") approve payment from the
PID Project Fund in the amount of U.S. DOLLARS AND 00/100 ($ )
to be transferred from the applicable account of the PID Project Fund upon the delivery of the PID
Bonds for costs incurred in the establishment, administration, and operation of the Preserve at
Water Oak Public Improvement District (the "District") and costs associated with the issuance of
PID Bonds, as follows. Unless otherwise defined, any capitalized terms used herein shall have the
meanings ascribed to them in the PID Construction, Financing, and Reimbursement Agreement
between the Developer and the City (the "Reimbursement Agreement").
In connection with the above referenced payment, the Developer represents and warrants to the
City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
Closing Disbursement Request on behalf of the Developer, and is knowledgeable as to the
matters set forth herein.
2. The payment requested for the below referenced establishment, administration, and operation
of the PID and/or costs of issuance of the PID Bonds at the time of the delivery of the PID
Bonds have not been the subject of any prior payment request submitted to the City.
3. The amount listed for the below costs is a true and accurate representation of the Actual Costs
associated with the establishment, administration and operation of the PID at the time of the
delivery of the PID Bonds, and such costs are in compliance with the SAP.
4. The Developer is in compliance with the terms and provisions of the Reimbursement
Agreement, the SAP, and the Developer Continuing Disclosure Agreement, and the Indenture.
5. All conditions set forth in the Indenture and the Reimbursement Agreement for the payment
hereby requested have been satisfied.
6. The Developer agrees to cooperate with the City in conducting its review of the requested
payment and agrees to provide additional information and documentation as is reasonably
necessary for the City to complete said review.
7. Payments requested hereunder shall be made as directed below:
[Information regarding Payee, amount, and deposit instructions attached]
[Signature is on the following page.]
PRESERVE AT WATER OAK
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 2
EXHIBIT B
I hereby declare that the above representations and warranties are true and correct.
DEVELOPER:
3701 SH29 LLC,
a Texas limited liability company
Lo
Vipul Gopani, Managing Member
PRESERVE AT WATER OAK
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 3
EXHIBIT B
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing
Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing
the Closing Disbursement Request, the City approves the Closing Disbursement Request and shall
include said payments in the City Order submitted to the Trustee directing payments to be made
from the applicable account under the Indenture upon delivery of the PID Bonds.
CITY
By:
Name
Title:
Date:
PRESERVE AT WATER OAK
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 3