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Agenda CC 04.25.2017
Notice of M eeting of the Governing B ody of the City of Georgetown, Texas April 2 5, 2 0 1 7 The Ge orgetown City Council will meet on April 2 5, 2017 at 6:00 PM at the Co uncil Chambers, 101 E. 7th Street, Georgetown, Texas The City o f Georgetown is committed to co mpliance with the Americans with Disabilities Act (ADA). If you re quire assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or ac c ommo datio ns will be provided upo n request. P lease contact the City Se c retary's Office, at least three (3 ) days prio r to the scheduled meeting date, at (512) 930- 3652 o r City Hall at 113 East 8th Street fo r additional information; TTY use rs ro ute through Relay Texas at 7 11. Re gular Se ssion (This Regular Sessio n may, at any time, be re cessed to convene an Executive Se ssio n for any purpose authorize d by the Open Meetings Act, Texas Go vernment Code 551.) A Cal l to Order Invocati o n P l e dg e of Al l egi ance Co mments from the Mayor - Motorcycle Awareness Month P roclamation - Georgetown Ministerial Alliance Week of P rayer P roclamation - Help a Horse Day P roclamation - National Donate Life Month P roclamation Ci ty Co unci l Regi onal Board Re po r ts Announcements - Strategic P artnerships for Community Services Grant Funding - May 6 , 20 17 General Election Ac ti on fro m Executi ve Sessi on Statutory Conse nt Age nda The Statuto ry Co nsent Agenda includes no n-c ontroversial and routine items that may be acted upon with one single vote. An item may be pulled from the Consent Agenda in order that it be discussed and acted upon individually as part of the Regular Agenda. B Consideration and possible action to appro ve the mi nutes of the Wo rksho p and Regular Meeting held on Tuesday, April 11, 2017 -- Shelley No wling, City Secretary Page 1 of 509 C Consideration and possible action to appo int Lee Bai n as Chai r of the Hi stori c and Ar c hi tectural Revi ew Commi ssi o n -- Mayo r Dale Ross D Consideration and possible action to appo int Al ternate Karl Mei xse l l as a member of the Hi stori c and Archi tectural Re vi ew Co mmi ssi on -- Mayor Dale Ross E Consideration and possible action to appo int Catheri ne Moral es as Al ternate #2 on the Hi stori c and Archi tectural Re vi ew Co mmi ssi on -- Mayor Dale Ross F Consideration and possible action to appro ve a Resolution accepting a peti ti o n and setting public hearing dates for the Vol untary Annexati o n o f 25.712 acres in the D. Wright Survey, located on the no rth si de of Booty’s Crossi ng Ro ad, to be known as Oakmont -- So fia Nelson, CNU-A, Planning Director G Consideration and possible action to appro ve a Resolution giving El ai ne Wi l son, Control l er, the appro val to conduct business with various banking institutions and to appoint her as “Representati ves of the Deposi tor,” and removi ng Danel l a El l i o tt, Executi ve Assi stant to the Assi stant Ci ty Manager -- Leigh Wallace, Finance Director H Consideration and possible action to appro ve contracti ng with Stillwater Site Services (City Facilities) fo r $168,843.00, Heart of Texas Landscape (Parks & Re c r e ati on, IOOF Cemetery and G eo rgetow n Vi l l age) for $39 9,1 25 .89 , Stillwater Site Services (Col l ecti o n/Transfer Stati on) for $7,340.00, Elk Ridge Co nstruction (Water and Wastew ate r Treatment F ac i l i ti es) fo r $48,655.00, Brightvie w Landscape Services (Stormw ater Ri ghts-of-Way, w ate r qual i ty ponds and IH35 Co r r i do r) for $127,913.89 and Brightview Landscape Services (Water and Wastewater Col l ecti o n and Di stri buti on) for $25,9 79 .72 for l andscapi ng, g r ounds mai ntenance and ri ght-o f-w ay mow i ng servi ces -- Jack Daly, Assistant to the City Manager I F orw arded from the G eorgetow n Economi c Devel opment Cor po r ati on (G EDCO): Consideration and possible action to appro ve an amendment to the agre ement between GEDCO and Rentschl er Brew i ng LLC -- Michaela Dollar, Director of Ec ono mic Development J F orw arded from G eorgetow n Uti l i ty Systems Advi sory B oard (G US): Consideration and possible action to appro ve an agreement with Payme ntus Co rporati on for el ectro ni c bi l l presentment, credi t card processi ng, and outbo und noti fi cati on servi ces in the amount of $430,000.00 to be implemented in conjunction with the UMAX Customer Informatio n System -- Leticia Zavala, Custo mer Care Director K F orw arded from the G eorgetow n Transpo rtati on Enhancement Corporati on (G TEC): Consideration and possible action to approve an amendment to Task Order KPA-15-001 with Kasberg, Patrick & Asso ciates, LP of Georgetown, Texas, for professional services related to the Rivery Bo ulevard Extensio n Pro ject, in the amount of $172,720.00 -- Wesley Wright, P.E., Systems Engineering Director L F orw arded from G eorgetow n Uti l i ty Systems Advi sory B oard (G US): Consideration and possible action to appro ve Task Order CDM-17 -00 6 with CDM Smi th, Inc. o f Austin, Texas, for professional services related to P astor Pump Stati o n and West Loop Wate r Li ne Improvements in the amo unt o f $310,750.00 -- Wesley Wright, P.E., Systems Engineering Director M F orw arded from G eorgetow n Uti l i ty Systems Advi sory B oard (G US): Consideration and possible action to amend the contract for the El ectri c System Underground Co nstructi o n & Mai ntenance with Pedro S.S. Servi ces, Inc. of Austin, Texas, not to exceed an amo unt o f $3 ,000,000.00 -- Wesle y Wright, P.E., Systems Enginee ring Directo r N Fo rwarded fro m the Geo rgeto wn Transpo rtatio n Adviso ry Bo ard (GTAB): Consideration and possible actin to approve a Resolution authorizing execution of the necessary agreements with the Texas Transpo rtatio n Co mmissio n and Texas Department o f Transpo rtatio n for the City of Georgetown to sponsor a Wildlife Hazard Assessment and develop a Wildlife Hazard Management Plan --Russ Volk, C.M., Airport Manager and Octavio A. Garza, P.E., C.P.M., P ublic Works Director O F orw arded from the P arks and Recreati o n Advi sory B oard Consideration and possible action to appro ve Task Order with RVi of Austin, TX, for Page 2 of 509 pr ofe ssi onal servi ces related to San G abri el P ark P hase II impro vements and Hike and Bike Trail Extensio n in the amount of $5 02 ,26 5.0 0 -- Kimberly Garrett, P arks and Recreation Director P F orw arded from the G eneral G o ve r nment and Fi nance Advi sory B o ard (G G AF): Consideration and possible appro val o f a co ntract with Fi berl i ght, LLC to pro vide a second de di cated i nternet servi ce for a to tal o f $6 3,000.00 over three ye ars -- Chris Bryce, Informatio n Technology Director Le gislative Re gular Age nda Q P ubl i c Heari ng for the Vol untar y Annexati on of 113.00 acres in the P ulsifer and Stubblefield Surveys, lo cated at the northwest co r ner o f Interstate 35 and Hi g hw ay 29 , to be known as Wol f Lakes -- Sofia Nelson, CNU-A, Planning Director R P ubl i c Heari ng for the Vol untar y Annexati on of 12.228 acres in the J. P owell Survey, located at the i ntersecti on of Kel l ey Dri ve and G atew ay Dri ve, along North Interstate 35, also known as Ec ho Lakes-- Sofia Nelson, CNU-A, Planning Director S P ubl i c Heari ng and Fi rst Readi ng of an Ordinance to rezone 7.32 ac r es, located at 1301 NE Inner Loo p, from the Agricultural (AG) District to the Local Commercial (C-1 ) District -- Sofia Nelso n, P lanning Director (acti o n requi red) T P ubl i c Heari ng and Fi rst Readi ng of an Ordinance to rezone 87.5 17 acres located at the i nte r secti o n of Westi nghouse Road and the extensi on of Mays Str e e t, from MF-2 District (Multifamily), C-1 (Local comme rc ial), and Business Park (BP) to the Planned Unit Deve lo pment District (PUD) to be known as New Westi nghouse Investors Tract -- Sofia Nelso n, CNU-A, P lanning Director (acti o n requi red) U Consideration and possible action to ado pt the Fi nal Transi t P roject P l an, including Fares, Ridership Po licies and Branding -- Nathaniel Waggoner, Transportation Analyst, PMP ®, AICP V F orw arded from G eorgetow n Uti l i ty Systems Advi sory B oard (G US): Consideration and possible action to appro ve a contract with CSA Co nstructi o n, Inc. of Ho uston, Texas for the P ecan Br anch Wastew ater Treatment P l ant (WWTP) Expansi on in the amount of $10,506,000.00 -- We sley Wright, P.E., Systems Engine e ring Director W F orw arded from G eorgetow n Uti l i ty Systems Advi sory B oard (G US): Consideration and possible action to appro ve Task Order CDM-17 -00 2 with CDM Smi th, Inc. o f Austin, Texas, for professi onal servi ces related to P ecan Branch Wastew ater Treatment P l ant Resi dent Project Represe ntati ve (RP R) in the amount of $5 20 ,00 0.0 0 -- Wesley Wright, P.E., Systems Engineering Director X F i r st Readi ng of an Ordinance o f the City Co uncil of the City of Geo rgeto wn, Texas, amending Se c ti on 2.1 08 of the Code of Or di nances relating to the number o f members on the Youth Advi sory Bo ard -- Kimberly Garre tt, P arks and Recreation Directo r (ac ti on requi red) Y F i r st Readi ng of an Ordinance autho rizing the Issuance of City of Ge orgetown, Texas Co mbi nati on Tax and Revenue Certi fi cates of Obl i gati on, Seri e s 2 01 7, levying an Ad Valorem Tax and the pledge of certain revenues in support of the ce rtificates, approving an Offic ial Statement, a Paying Agent/Re gistrar Agreement and other agreements related to the sale and issuance of the certificates and authorizing other matters related to the Issuance of the Ce rtificates -- Leigh Wallace, Financ e Director Z F i r st Readi ng of an Ordinance autho rizing the Issuance of City of Ge orgetown, Texas G eneral Obl i g ati on B onds, Seri es 2017, autho rizing the levy of an Ad Valorem Tax in support of the Bonds, appro ving an Official State ment, a Paying Agent/Registrar Agreement and other related do c uments, awarding the Sale of the Bo nds and authorizing other matters relating to the bonds -- Leigh Wallace, Finance Director AA F i r st Readi ng of an Ordinance autho rizing City of Georgetown, Te xas Uti l i ty System Revenue and Refundi ng Bonds, Seri es 20 17 , authorizing the pledge of certain revenues in support of the bo nds, approving a P aying Agent/Re gistrar Agreement, an Official State ment, call certain bonds fo r re demptio n and other related do c uments and authorizing other matters related to the Issuance o f the Bonds -- Leigh Wallace, Financ e Director Page 3 of 509 AB Se c ond Readi ng of an Ordinance amending Chapter 2.16 of the Code of Ordi nances relating to Co mpensati o n for the Mayor and Co unci l members as recomme nde d by the Counci l Co mpensati o n Commi ttee -- Charlie McNabb, City Attorney (acti o n requi red) Proje ct Update s AC Pro ject updates and status reports re garding current and future transpo rtation and traffic project; street, sidewalk, and other infrastructure projects; police, fire and other public safety projects; eco nomic develo pment projects; city facility proje c ts;downtown pro jects including parking enhancements, city lease agreements, sanitatio n services, and possible direction to c ity staff -- David Mo rgan, City Manager Public Wishing to Addre ss Council On a subje c t that is posted on this agenda: Ple ase fill out a speaker registratio n form which can be found on the table at the entrance to the Council Chamber. Clearly print your name and the letter of the item on whic h you wish to speak and present it to the City Secretary on the dais, preferably prior to the start of the me e ting. You will be called forward to speak when the Council conside rs that item. On a subje c t no t po sted on the agenda: P e rso ns may add an item to a future City Co uncil agenda by contac ting the City Secretary no later than noo n on the Wednesday prior to the Tuesday meeting, with the subje c t matter o f the topic they would like to address and their name. The City Secretary can be reache d at 51 2/93 0-3651. AD - At the time of posting, no persons had signed up to address the City Council Exe cutive Se ssion In compliance with the Open Meetings Ac t, Chapter 551, Government Co de , Verno n's Texas Codes, Annotate d, the items listed below will be discussed in closed session and are subject to action in the regular se ssio n. AE Se c . 55 1.0 71 : Consul tati on wi th Atto rney - Advice fro m attorney about pending or co ntemplated litigation and o ther matters on which the attorney has a duty to advise the City Co uncil, including agenda items - Appeal o f an Administrative Decision regarding the determination that a pump station for crude o il is a "Utility Services, Intermediate " use, Dr. Jeffrey S. Miller (Rawhide, LLC) Adjacent Pro perty Owner, in regards to 55 5 Rabbit Hill Road, Enterprise Crude P ipeline, LLC - She riff's Po sse Rodeo Lease Se c . 55 1.0 74 : Personnel Matter s - City Manager, City Attorney, City Se c retary and Municipal Judge: Consideration of the appointment, employment, evaluatio n, reassignment, duties, discipline, o r dismissal - City Manager Performance Evaluatio n Se c . 55 1.0 87 : Del i berati on Regardi ng Eco nomi c Devel opment Ne go ti ati ons - Re ntsch Brewery P erformance Agre e ment Amendment Adjournme nt Ce rtificate of Posting I, Shelley No wling, City S ecretary for the C ity of Geo rgeto wn, Texas , do hereby c ertify that this Notic e o f Meeting was posted at City Hall, 113 E. 8th Street, a p lac e read ily acc es s ib le to the general pub lic at all times , o n the _____ day of _________________, 2017, at __________, and remained so p o s ted for at leas t 72 c o ntinuo us ho urs p receding the s cheduled time of s aid meeting. __________________________________ Shelley No wling, City S ecretary Page 4 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Cal l to Order Invocati on Pl edge of Al l e gi anc e Comments fro m the Mayo r - Motorcycle Awareness Month P roclamation - Georgetown Ministerial Alliance Week of P rayer P roclamation - Help a Horse Day P roclamation - National Donate Life Month P roclamation Ci ty Counci l Re gi o nal Bo ard Reports Announcements - Strategic Partne rships fo r Community Services Grant Funding - May 6, 2017 Ge ne ral Election Acti on from Executi ve Sessi on ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 5 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Consideration and possible action to approve the mi nutes o f the Workshop and Re gular Meeting held on Tuesday, April 11, 2017 -- Shelley No wling, City Secretary ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Shelley Nowling, City Secretary ATTACHMENT S: Description Works hop Minutes 4.11.2017 Regular Meeting Minutes 4.11.2017 Page 6 of 509 Minutes of a Meeting of the Governing Body of the City of Georgetown, Texas Tuesday, April 11, 2017 The Georgetown City Council will meet on Tuesday, April 11, 2017 at 3:00 PM at the Council Chambers, at 101 E. 7th St., Georgetown, Texas The city of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City Secretary’s Office, at least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711. Mayor Ross called the meeting to order at 3:04 PM. All Councilmembers were in attendance. Mayor Ross said that it was necessary to move the items on the agenda, slightly, due to time constraints. He announced that Item D would be heard first, followed by Item A, Item B, Item C and item E. Policy Development/Review Workshop – Call to order at 3:00 PM D. Discussion and presentation of a report of the findings and recommendations from the Council Compensation Committee regarding City Council compensation -- Jerry Hammerlun, Council Compensation Committee Chair Jerry Hammerlun, the Chair of the appointed Council Compensation Committee provided a report of the Committee’s findings and recommendations. Hammerlun, introduced Rick Williamson and Bob Glandt, two of the members on the Council Compensation Committee who were also present. Hammerlun thanked City Secretary, Shelley Nowling, for her hard work and excellent assistance with the Committee. Hammerlun explained that the Committee was a diverse group, with all 7 City Council Districts represented. Hammerlun explained that the first meeting provided great conversation and the Committee was blessed to have members with City Council experience. He said that Bob Glandt is a former Council Member from Nebraska and both Hammerlun and Llorente Navarrete have served on the City of Georgetown City Council. Hammerlun explained that the Committee had identified information which they requested the City Secretary to provide. He said they had received all of the requested information through 8 or 9 emails. He noted that the materials that the Committee had requested have been included in the agenda packet. Hammerlun spoke on discussions regarding the impact of a utility system, airport and extensive planning processes. Hammerlun emphasized that the Committee appreciates all the City Council does and the significance and importance of what they do. Hammerlun said that by the second meeting, the Committee had accumulated a lot of information, and had received all of the requested information. Hammerlun spoke on a proposal made by Committee Member Richard Glasco regarding the possible opportunity for Councilmembers to be supported by students from Southwestern University. Hammerlun noted that he realizes intern programs with college students are not always easy to manage, but there is an opportunity for this and the opportunity to form a relationship with the University. Hammerlun explained that at the end of the second meeting on February 1st, there was an almost unanimous consensus that the City of Georgetown City Council is doing an incredible job. Hammerlun explained that at the end of this meeting he asked each member to examine the information they had been provided and the discussions that had taken place and to send their recommendations for compensation to the City Secretary. Hammerlun had asked the City Secretary to then compile the recommendations in a usable format and provide the combined information to the Committee at the following meeting. This was provided to the Committee at the next and last meeting. Discussion took place and the recommendations were made unanimously (5-0) to increase the Councilmember stipend to $1400 per month and the Mayor stipend to $1800 per month. Hammerlun noted that the Committee believed Georgetown was moving in positive directions and its leaders should get credit for that. He went on to explain that the Committee agreed that they want to attract diverse individuals to serve on the Council and this would make certain that the opportunity to connect and serve was available to all. Page 7 of 509 Mayor Ross thanked Hammerlun and the other Council Compensation Committee members for their service. Councilmember Fought thanked Hammerlun for the report. He said, for him, it feels awkward because it is hard to come up with a fair and equitable number for all. He explained that each Councilmember’s expenses are different. He said some are giving up salary or child care expense, while for him, the current level of compensation covers his expenses. Fought said he realizes an hourly rate is hard to manage and there does not seem to be a way to narrow the gap to be consistent and equitable. He said he will vote in favor of raising the compensation but believes, for a Councilmember, the increase should be to $1100 instead of $1400. He said he agrees with the recommendation for the Mayor compensation, as Mayor is a 24/7 job. Mayor Ross asked Hammerlun to speak about the Committee and what the decision points were. Hammerlun said there was a great understanding of the significance of important decisions, including utility decisions and water system decisions. Hammerlun noted the City Council is responsible for these operations. He noted that, geographically, the water system in Georgetown is one of the largest in the state. Hammerlun spoke on public safety and the importance of decisions regarding police and fire issues and the new Emergency Management System that the City has adopted. Hammerlun explained that the oversight of these decisions is huge. Hammerlun said the theme throughout the City is very positive regarding the decisions the Council is making. Hammerlun mentioned Garey Park, a 525 acre City asset with significant decisions to be made. He added that the Committee wants knowledgeable, hard-working people making these decisions. Hammerlun spoke on the tremendous time commitment of being a Councilmember and Mayor. Ross asked what city seemed the most similar in their studies. Hammerlun said that San Marcos was the most similar, but Georgetown is better and the Councilmembers and Mayor deserve better. Jonrowe thanked the Committee and spoke on the ups and downs of Council compensation over the last 6 years. She said that she is strongly against going back to an expense reimbursement program. Jonrowe said the diversity of Councilmembers needs to continue and she would support the $1100 and perhaps more. She noted that child care expenses are $700 for just two days a week. Hammerlun said the Committee did discuss that. Hammerlun said there were members of the Committee who recommended compensation to stay the same, but the majority was in favor of the recommended increases. Mayor Ross noted that the Committee consisted of one representative from each district. A. Presentation and discussion of the Final Transit Project Plan, including Fares, Ridership Policies, and Preliminary Branding -- Nathaniel Waggoner, Transportation Analyst and Keith Hutchinson, Public Communication Manager Nat Waggoner, the City’s Transportation Analyst, provided a presentation on the Final Transit Project Plan. He began with an agenda of the presentation. • Routes and Stops • Hours of Operation • Fares and Ridership Policies • Performance Measures • Preliminary Branding • Next Steps Waggoner provided a map of the Routes and Stops. He said the map on the right would be the recommended map for Council to adopt. Page 8 of 509 Waggoner said that changes have been made to provide greater service to multi-family and retail in the City. He said it was necessary to take advantage of densities. He explained that the changes reflect work done by City staff taking public input. Waggoner explained that a lot of technical analysis had been done also. He described public right of way and the needs identified in the project. He explained that crews have gone out looking at utility conflicts, budget issues, etc. Waggoner described the routes and their services and said that Capital Metro and CARTS ran actual buses on the routes, to examine them through all rush hours, in order to set reasonable expectations with riders. He described how the routes are set up and named different colors to accommodate all riders. Waggoner explained that riders will be able to transfer to various routes and not have to ride a route all the way through. Mayor Ross asked if people would have to walk to their next bus. Waggoner said everyone will be able to catch the next line right across the street to change buses. Waggoner noted that a change was made to accommodate the difficulty in turning left on Wolf Ranch Parkway, which now introduced service into the Convention Center. Waggoner said that service to the Rec Center has been included and the drop-off will be right in front of the building. Waggoner said after all of the public input and all of the study and analysis by staff and Capital Metro, he is confident in the recommendations to the Council. Waggoner provided the Fixed Route and Paratransit Hours of Operation • Weekday: 7:00 am to 7:00 pm • Saturdays: 8:30 am to 6:30 PM Waggoner spoke on the Fare and Ridership Policies. He explained that paratransit service, which is curb to curb service, for those who qualify, will continue throughout the City. There would be a $2 charge each way for that service. Page 9 of 509 Waggoner provided a slide showing Performance Measures and spoke regarding these. Councilmember Hesser asked about passengers per revenue hour. Waggoner said that if a person pays a fare to ride they are counted as one rider. Hesser inquired how it is counted if that person rides until the end of the line. Waggoner said the performance measure would be counting how many persons entered the bus in one hour. Page 10 of 509 City Manager, David Morgan, said the counting will include when a person comes onto the bus and how many people are on the route per hour. Hesser asked Waggoner to confirm that if a person paid $2, they could conceivably ride all day. Hesser asked why the counting is done this way instead of counting money. Waggoner said the number of riders will be counted. Morgan explained that the number of fares purchased per day will also be tracked and it is a good metric to use. He said the City will also be tracking people buying monthly passes and that impact on ridership as well. Waggoner said riders will have a fare card that will record how many trips were used that month. Councilmember Fought said measures of performance were agreed upon long ago and are still the same. Waggoner said these have not been changed and staff had been instructed to count those getting on and getting off. Councilmember Gonzalez said 1/7 of the population will have to pay for something they will never be able to use because his district has not been considered. Gonzalez asked about the 6 person performance standard. Waggoner explained this would be the minimal threshold, which the City would hope to exceed. Gonzalez asked what the loss per day would be. Mayor Ross said this would be reflected in the budget for next year and reminded Council of a $600,000 three-year grant that the City would receive. Ross noted that it will take time to get profitable. Waggoner said they would continually be gaging expectation and modify routes as needed. He noted that Capital Metro modifies routes 3 times per year. Waggoner reminded the Council that staff will report if 50% of the performance measures are not working or if one performance measure is not working 50% of the time. He said that staff will continually report to Council regarding adjustments. Councilmember Fought said 6 passengers per hour should be a standard on each route. Fought said it is time to break in and learn how to measure the performance. He advised to follow the benchmarks to hold the project to working. Brainard asked who owns the buses. Waggoner said Capital Metro owns the buses, which are operated by CARTS. He added that CARTS is the employer and maintains the buses. Waggoner said that CARTS will be hiring Georgetown based people for the bus operation. Brainard confirmed with Waggoner that the equipment and labor are both operated by CARTS. City Manager, David Morgan, explained that the City is a funding source. Waggoner said that even though Capital Metro has assisted greatly with this project, they see it as a City of Georgetown service and the City owns the service. Councilmember Brainard asked if there is a minimum service that the City must provide to accommodate Capital Metro. Waggoner explained the evaluation in 2014/15 of the funds received by Capital Metro from the federal government and this is considered a service expansion policy of Capital Metro. He explained that the City needed to complete the study in order to receive FTA funds. Brainard asked where the City is at according to minimum requirements. Morgan said this is hard to say, because minimums are not truly defined. Waggoner said Round Rock spends $1.5 million per year with a much larger system. Waggoner said this is a much smaller system, but the City of Georgetown and the City of Round Rock will work together regarding connections in the future. Waggoner said CARTS is still operating service to Austin from Ninth and Main Streets. He noted that this is not an express service, but is still available. Brainard asked if Uber and other services were still in the mix. Waggoner said yes and that industry is responding to the interest. Morgan said it would be beneficial to possibly provide a pilot program for Uber, Lyft, etc. Brainard noted that this could accommodate employees who work weird hours. Mayor Ross asked if there were contractual minimums. Waggoner said the current contractual agreement will end at the end of 2017. He explained that, for now, he needs to focus on this service getting off the ground and then the next focus will be to implement another contractual agreement. Gipson asked about special events and bus service. Waggoner said the way the routes are set up now, one could park at the Convention Center and also in parking lots along the Blue Route, both convenient for attending City events. Waggoner displayed the Preliminary Branding of the Transit System. Page 11 of 509 Waggoner said it is important to develop a logo that promotes the City as a community. He said he is hoping to be able to move forward and continue with signs poles, benches, etc. Councilmember Brainard asked if the logo would be trademarked. Waggoner said he was not sure, but that staff has been working with the Capital Metro branding staff and Keith Hutchinson and City staff. He said that Capital Metro has allowed the City to drive the process. Councilmember Gipson cautioned that green on white is hard to see and this is something to think about. Mayor Ross told Waggoner to go forward unless there is other direction from Council. Waggoner displayed the Next Steps of the Project. • Consider Plan adoption during legislative agenda • Begin stop installation • Public outreach • Interlocal agreement with Capital Metro for FY18 service Waggoner said he will need Council’s approval in order to deliver the August Service. He explained that the crews are ready. Waggoner said he would like to go on a road show and communicate the service to all citizens. He reiterated the need to develop a Go Geo contract with Capital Metro. Councilmember Jonrowe said she liked potential future connections with the Round Rock system. She said she also likes the changes coming about from listening to constituents. Jonrowe asked if WIFI will be available on the buses. Waggoner said it will not be available. Jonrowe asked when the City mailed notifications for stops to property owners affected. Waggoner said the notifications were sent in February and early March and that Travis Baird had led the effort. Waggoner said he will follow up with exact mailing dates. Waggoner introduced Michelle and Sam with Capital Metro. B. Budget Workshop: Presentation of Public Safety-Police Update for FY2017 and FY2018 -- Wayne Nero, Police Chief Police Chief, Wayne Nero, provided a Police Department update and described the department needs and intentions for the Fiscal Year 2018 budget. Chief Nero spoke on Personnel Needs • 2 – Patrol (Pursuant to MAPP) • 2 – Traffic/Commercial Motor Vehicle Enforcement • 1 – Sergeant/School Resource Officer • 1 - Community Engagement Page 12 of 509 Nero provided slides depicting Population Growth, UCR Part 1 Crime Data and Sworn Personnel and spoke briefly on each topic. Page 13 of 509 Page 14 of 509 Mayor Ross asked about the timeframe and if the 4% increase is the same time frame as the 30% increase in population. Nero said there is not a correlation but it is significant, because if the stats were taken back to include 2010, it would be a 39% increase. Nero spoke on the reactive side of response and patrol and provided a slides on 911 Calls. He explained that this might not be all police calls, as some may be medical, but someone must always be responsive to the phone. Chief Nero displayed charts depicting Calls for Service, Reports Taken, Motor Vehicle Crashes (All) and Motor Vehicle Crashes (Reports). Page 15 of 509 Page 16 of 509 Page 17 of 509 Nero spoke next on Self-Initiated Activity, Traffic Stops, Self-Initiated Suspicious Circumstances, Neighborhood Patrols and Park Patrols. He explained how this is the qualitative side of the job. Page 18 of 509 Page 19 of 509 Nero showed a chart depicting the Five-Year Patrol Staffing Study. He explained that when hiring an officer you are a year behind the power curve before they are a full functioning officer. Page 20 of 509 Nero spoke on the Traffic/Commercial Motor Vehicle Enforcement needs. • 2 Officers who would be trained in CMVE and split time Nero explained the needs for a School Resource Sergeant. He said that it is a goal to have an officer at every middle school and explained the need for a supervisor for the 5 School Resource Officers. • Assigned to Wagner Middle School • Needed to address span of control – 5 officers currently assigned as SROs • Add another in FY2018/19 o Assigned to Wagner o Sergeant reassigned (like to HS) Councilmember Gonzalez asked about the SRO sergeants and asked if the City has the data that supports 2 SRO’s at the high school. Chief Nero said he does not have the numbers with him but will put the numbers together and provide them for the Council. Gonzalez said he has noted 23 supervisors on the current force, leaving 55 or 56 officers that are non-supervisors, which leaves one supervisor for every 3.5 persons. Gonzalez asked if it would make sense to move a sergeant that is already there into the SRO position. He suggested moving a shift sergeant to eliminate the top heavy supervisor list. Nero said he has worked hard to correct this. He explained that he currently has one sergeant in deployment and could not recommend the movement of any sergeants at this time, as they are all very busy, and being used as efficiently as possible. City Manager, David Morgan, said this is just a preview of the budget and he will be happy to go over the org chart in detail with the Council. Gonzalez said it merits looking at. Community Engagement was shown next. • 1 Officer – Assigned to the Community Engagement Unit (CommUNITY Initiative) Mayor Ross asked about the logo and who had created it. Chief Nero said that it had been created by Amanda Chron, a Public Safety Information Specialist with the department. Councilmember Gipson said it would print well. Chief Nero spoke on the need for Case Management software in the Code Enforcement Department and the need for an administrative position in Animal Services. Nero spoke on the Texas Police Chiefs Association Best Practice Recognition Program. He explained that this is a 2 year process and should be complete in about 6 months. He provided a slide of the accreditation program and said he will be looking at international accreditation as well. Page 21 of 509 Nero spoke about the new Crime in Georgetown Report. He noted that Georgetown is the second safest community in Texas and this report will be done in the next month, when copies will be given to the Council. Page 22 of 509 Councilmember Jonrowe asked if there are guidelines for handling sexual assaults. Nero said that this is covered in many different trainings and will bring the information and sources back to Council. Councilmember Brainard asked if the cost of a School Resource Officer is split between the City and GISD. Nero confirmed that GISD does pay half of the officer’s salary. Brainard thanked Nero for the excellent crime rate improvements. Mayor Ross asked about the Ride to Recovery program, which is a veterans group doing a lot of outreach. Nero explained that rides are benchmarked for injured veterans and Georgetown is a stop on the journey. The group will stop by the Public Safety Center where Round Rock Donuts will be provided. Chief Nero said it is a good program. Gipson thanked Nero for the big difference in community involvement. C. Forwarded from General Government and Finance (GGAF): Discussion of the available balance in the Council Discretionary Fund and potential one-time uses of funds -- Leigh Wallace, Finance Director Leigh Wallace explained Council Special Revenue Fund Potential for a FY2017 Budget Amendments. She began the presentation with the Purpose and History of the Fund She provided a slide depicting the Available Fund Balance and a slide depicting the General Fund Year-End Balance. Page 23 of 509 Wallace explained the encumbrance practices of the past and how she and the City Manager have changed the policy to a more accurate way of reporting and managing funds. Wallace said they are educating staff in the new practices and will be able to better manage each department for what they truly need. Wallace spoke on Funding Options • Current year obligations • List of unfunded long-term liabilities • Fiscal and budgetary policies • Other capital equipment and one-time programs Wallace provided the recommendations from the General Government and Finance Advisory Board (GGAF) and Other Options. Page 24 of 509 Wallace explained that the Other Options list was created after asking staff to provide a prioritized list. She emphasized that the decisions for these funds are Council’s decisions. Brainard asked if the EMS costs were not funded through this account, how they would be funded. Wallace said they would be funded by EMS revenue. She explained that this suggestion was because of the high expense of the start-up of the program. If this is not a chosen option, it would still be paid down with the revenue and just take longer. Gonzalez said he would like to see a fixed payback period for the EMS costs, showing that the program came back to pay for itself on its own. He would like this to continue as originally set up. Gonzalez said the City owes the citizens the opportunity to see that the numbers, even though way off from what was originally thought, did come back to pay for the program. Wallace said there is a five year projection of funds. Page 25 of 509 Wallace described each recommendation on the lists and the potential benefit. She asked Council for their feedback. She explained that she would then implement Council’s direction and bring it back to them again in May. Brainard said he wanted to commend David Morgan and Leigh Wallace and staff for changing the culture of spending in the City. He said the effects will accumulate and pay dividends to the City and its citizens. He said he also wanted to congratulate GGAF for not spending all of the money and leaving some options. Brainard spoke on unused sick leave as a good option, taking care of 6 to 7 million of liability. Wallace said that reserve is for general and joint service funds and is not able to cover a retirement pay off. Wallace said the fiscal policy prior to her employment with the City was 15% of the liability. She explained that this figure would bring the City to full compliance with the policy. She explained that she will bring all of the exact figures back to Council. Brainard said that on the Other Options list, EMS has a funding source, while some items do not. He mentioned radios, software and police cars. Brainard said he would like to focus on those projects. Councilmember Gonzalez said he would concur. Gonzalez said he wants to leave money in the fund to meet unexpected expenses in this fiscal year. He would like to fund all worthy one-time items and keep a reserve on the side. Morgan said future replacements of radios would be a long term goal to cash fund, once the new policy is followed. He spoke on the ERP software program and said it will last a very long time. He explained that it is a large expense but will be used over a long period of time. He explained that it is big outlier project that is very needed. Wallace added that it is more difficult to debt fund software and cash is a better practice. Morgan answered Gonzalez’ question regarding street maintenance. He said that GTAB is reviewing the needs and it will be bringing those recommendations to the Council. Morgan said one can never put enough money in street maintenance. The total obligation is never enough. Gonzalez agreed that it is not anything specific. Mayor Ross asked the Council what they would like to share and if they generally agree with GGAF recommendations or want to look at other options. Brainard said he likes Gonzalez’s suggestion to set aside $500,000 and then identify items they like. Gonzalez suggested splitting funds between the ERP Program and Street Maintenance. Councilmember Fought suggested applying $250,000 to each of the two projects. Morgan clarified that the Council has directed saving $500,000 in the fund and splitting monies for the ERP Program and Street Maintenance with $250,000 going to each. E. Animal Shelter Needs Assessment Study -- April Haughey, Animal Shelter Manager and Mike Barnard, President of Shelter Planners of America April Haughey, the City’s Animal Shelter Manager, spoke on the Animal Shelter Needs Assessment Study conducted by the Shelter Planners of America. She explained that the assessment is a planning tool for managing growth and other aspects. She noted that when a City is in rapid growth so is its animal population. Haughey introduced Mike Barnard, the President of the Shelter Planners of America who provided an in depth presentation showing their findings for the Georgetown Shelter. Barnard congratulated the shelter and its staff. He said that everyone was kind and Georgetown is the nicest city on earth. Barnard spoke on the Shelter Planners of America. He explained that they are the most experienced animal shelter design firm in the nation, with over 30 years of experience nationwide. Barnard said that Shelter Planners of American have designed more than 700 shelters and 350 animal control centers across America. Barnard showed the Shelter Design Evolution Page 26 of 509 Shelter Design Goals were provided and described. Page 27 of 509 Page 28 of 509 Page 29 of 509 Barnard spoke on the Needs Assessment Study next. Barnard spoke on existing conditions and commended the City’s staff. Page 30 of 509 Page 31 of 509 Page 32 of 509 Page 33 of 509 Barnard spoke on people and animal levels. Page 34 of 509 Projected Animal Capacity was discussed. Barnard explained that he is not proposing a warehouse for animals, but that the issue is rather about marketing. He explained that there is a need to begin making plans in 2018, with a new or expanded facility ready to go by 2020. Page 35 of 509 Barnard spoke on the Site Considerations and staffing. Page 36 of 509 Barnard provided a summary of the findings. Page 37 of 509 Councilmember Eby, who serves on the Animal Shelter Advisory Board, said this is a great needs assessment and she is very appreciative. She said the statistics at the Georgetown Shelter are amazing and they are doing incredibly well. She noted the onsite veterinarian and the many volunteers. Eby said she hopes her colleagues will keep the needs in mind and be able to act soon. Mayor Ross asked if the current shelter location could be used with a new facility starting from the ground up. Barnard said he would recommend a new location on a main road. Ross asked Council to plan for the new facility in 2018. Barnard said if the City would relocate to a new facility it takes significant time. Ross said it will take a lot of time even if we keep it in the same location. Barnard said keeping it where it is not advisable. Morgan said it is a constrained site, but looking at a new space needs analysis. Morgan spoke on the other City operations in the area. Morgan said a next step will be to study the possibilities over the next year and look at evaluating expansion opportunities in this multi- department operations. He said the needs of the shelter and Parks Administration would be looked at. Ross confirmed that this should happen over the next year. Morgan said staff will include the scope of the study in next year’s budget. Barnard explained a three step process – study, conceptual design with preliminary information, and full blown architectural work. Mayor Ross recessed the meeting to Executive Session under Section 551.071, Section 551.074 and Section 551.087 at 5.02 PM. Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon’s Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. F. Sec. 551.071: Consultation with Attorney - Advice from attorney about pending or contemplated litigation and other matters on which the attorney has a duty to advise the City Council, including agenda items - Exxon Speedy Stop Monument Sign - Hoskins/Brown Update and Possible Action Sec. 551.074: Personnel Matters - City Manager, City Attorney, City Secretary and Municipal Judge: Consideration of the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal - City Manager Performance Evaluation Sec. 551.087: Deliberation Regarding Economic Development Negotiations - Discuss negotiations and incentive on Tamiro Plaza II Adjournment Page 38 of 509 Mayor Ross adjourned the meeting to begin the Regular City Council meeting at 6:00 PM. ____________________________________________________________________________________________________ Approved by the Georgetown City Council on _____________________________ Date _____________________________ _____________________________ Dale Ross, Mayor Attest: City Secretary Page 39 of 509 The Georgetown City Council will meet on Tuesday, April 11, 2017 at 6:00 PM at the Council Chambers at 101 E. 7th St., Georgetown, Texas The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City Secretary’s Office, at least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711. Mayor Ross called the meeting to order at 6:00 PM. All Councilmembers were in attendance. Regular Session (This Regular session may, at any time, be recessed to convene an Executive Session for any purpose authorized by the Open Meetings Act, Texas Government Code 551.) A. Call to Order Invocation Pledge of Allegiance Comments from the Mayor - All Things Kids Proclamation - National Public Safety Telecommunicators Week Proclamation Mayor Ross commented on an amazing three weeks for the Parks and Recreation Departments, with ground breakings held for San Gabriel Park, VFW Park and Garey Park. He congratulated the Parks and Recreation Director, Kimberly Garrett, and staff for the well-organized events. Ross noted how blessed we are in Georgetown. City Council Regional Board Reports Councilmember Gonzalez said that he had attended Monday evening’s CAMPO meeting and that the only item specific to Georgetown had been pulled from the CAMPO agenda. Announcements - Strategic Partnerships for Community Services Grant Funding - May 6, 2017 General Election Action from Executive Session Motion by Fought, second by Hesser to approve the settlement agreement in the matter of the Exxon Speedy Stop Monument Sign, as discussed in Executive Session. Statutory Consent Agenda The Statutory Consent Agenda includes non-controversial and routine items that may be acted upon with one single vote. An item may be pulled from the Consent Agenda in order that it be discussed and acted upon individually as part of the Regular Agenda. Councilmember Jonrowe asked that Item F be pulled to the Legislative Regular section of the agenda for discussion. B. Consideration and possible action to approve the minutes of the Workshop and Regular Meeting held on Tuesday, March 28, 2017 and the minutes from the Special Meetings held on Friday, March 24, 2017 and Friday, March 31, 2017 -- Shelley Nowling, City Secretary C. Consideration and possible action to amend a contract with Weaver and Tidwell, LLP for the City’s annual external audit services -- Leigh Wallace, Finance Director Minutes of a Meeting of the Governing Body of the City of Georgetown, Texas Tuesday, April 11, 2017 Page 40 of 509 D. Consideration and possible action to approve a Resolution accepting a petition and setting public hearing dates for the Voluntary Annexation of 113.00 acres in the Pulsifer and Stubblefield Surveys, located at the northwest corner of Interstate 35 and Highway 29, to be known as Wolf Lakes -- Sofia Nelson, CNU-A, Planning Director E. Consideration and possible action to approve a Resolution accepting a petition and setting public hearing dates for the Voluntary Annexation of 12.228 acres in the J. Powell Survey, located at the intersection of Kelley Drive and Gateway Drive, along North Interstate 35, to be known as Echo Park -- Sofia Nelson, CNU-A, Planning Director F. Consideration and possible action to adopt the Final Transit Project Plan, including Fares, Ridership Policies and Branding -- Nathaniel Waggoner, Transportation Analyst Item F was pulled to the Legislative Regular agenda by Councilmember Jonrowe. G. Consideration and possible action to approve vacating and abandoning a portion of an electric line easement out of Wolf Ranch West, Section 1A, Phase 2, being a portion of that 20’ electric line easement as described in Volume 641, Page 424 of the Official Public Records of Williamson County, Texas, and to authorize the Mayor to execute a quitclaim deed -- Travis Baird, Real Estate Services Coordinator H. Consideration and possible action to approve vacating and abandoning a portion of an electric line easement out of the Orville Perry Survey, Abstract No. 10, being a portion of that 20’ electric line easement as described in Volume 641, Page 424 of the Official Public Records of Williamson County, Texas and to authorize the Mayor to execute a quitclaim deed -- Travis Baird, Real Estate Services Coordinator I. Consideration and possible action to approve the request for a Revocable License by Enterprise Crude Pipeline, LLC to allow a pipeline to cross underneath and encroach into the right-of-way of Rabbit Hill Road, and to authorize the Planning Director to execute the Revocable License Agreement -- Travis Baird, Real Estate Services Coordinator J. Consideration and possible action to approve the request for a Revocable License by Enterprise Crude Pipeline, LLC to allow a pipeline to cross underneath and encroach into the right-of-way of Westinghouse Road, and to authorize the Planning Director to execute the Revocable License Agreement -- Travis Baird, Real Estate Services Coordinator K. Consideration and possible action to approve a Change Order #4 with Jordan Foster Construction of Pflugerville, TX in the amount of $173,418.48 for conduit and utility sleeves associated with the Wolf Ranch Parkway/SW Bypass project -- Wesley Wright, P.E., Systems Engineering Director Motion by Brainard, second by Eby to approve the Statutory Consent agenda in its entirety, with the exception of Item F, which will be placed on the Legislative Regular Agenda for discussion. Approved: 7-0 Legislative Regular Agenda F. Consideration and possible action to adopt the Final Transit Project Plan, including Fares, Ridership Policies and Branding -- Nathaniel Waggoner, Transportation Analyst Councilmember Jonrowe had requested that Item F be pulled from the Statutory Agenda and place on the Legislative Regular agenda for discussion. Nat Waggoner, the City’s Transportation Analyst, provided a presentation on the Final Transit Project Plan. Waggoner said he would present an abbreviated version of the longer, in-depth, presentation he had provided at the workshop meeting earlier that day. Waggoner began with the agenda for the presentation • Routes and Stops • Hours of Operation • Fares and Ridership Policies • Performance Measures • Preliminary Branding • Next Steps Waggoner provided a detailed map of the Routes and Stops Page 41 of 509 Waggoner noted that the routes had been carefully designed using 12 months of surveys, technical reviews, public meetings and input from the public. He explained that right of way and traffic patterns had been studied at length and that Capital Metro and CARTS had both run the routes from 7am through 7pm to test the routes. Waggoner explained the fixed route and paratransit hours of operation. • Weekdays: 7:00 am to 7:00 pm • Saturdays: 8:00 am to 6:30 pm Fare and Ridership Policies was shown next, followed by performance measures. Page 42 of 509 Waggoner spoke about sharing the routes and stops with the public. He noted that there had been 600 respondents to the surveys for public input and over 80 people attended the most recent open house on the transit plan, held March 21, 2017. Waggoner explained, with the amount of feedback that the City has received, they can be confident with the rate structure and ridership policies established. Waggoner noted that community needs had been assessed and it was determined that paratransit service would be continued throughout the City. He said that door to door transport service would still be available, for those who need it. Waggoner explained that he is very aware of the importance of performance measures for this project. He explained that performance measure data is required to be reported to the FTA every 6 months and Council would be continually updated. Waggoner spoke on the triggers for performance measures directed by Council. If 50% of one goal is not met or if less than 50% of all of the goals are not met, it must be reported to the City Council. Waggoner said this is a continual monitoring process that will be monitored monthly. Waggoner said he would like to clarify his response to a questions posed earlier by Councilmember Hesser regarding riders per hour. He said this would be the measurement of passengers per revenue hour goal for Routes 1 and 2 and Routes 3 and 4. Waggoner noted that the goal would be 3 riders per route per hour. Page 43 of 509 Councilmember Fought said this is not what Council had directed. Fought explained that the goal should be 6 riders for one route per hour. He said if determining with two routes the number should be changed to 12 riders. He explained that, when originally put together, it was spoken of as 6 riders per route per hour. Fought noted that this is not a huge number but will show if it appears to be working. Waggoner said they will have the ability to report this on a per route basis. Waggoner clarified Fought’s instruction. Councilmember Jonrowe asked if the number would be an average. Waggoner said they will be tracking passengers per stop and per route and per hour. Ross asked how many hours the bus would run daily. Waggoner said it would run 12 hours on weekdays and 10 hours on weekend days. Fought clarified the average distinction and said it would be alright to look at variation. Jonrowe cautioned about overage average being used. Gonzalez asked if revenues and costs would be reported. Waggoner said revenues and cost would be measured monthly and will be reported to Council regularly and reported to the FTA every 6 months. Gipson asked Waggoner for the timelines of the system’s launch. Waggoner said the soft launch is planned for August. He noted that cities our size have been meeting and exceeding the proposed goals, but have been doing the services for a long time, while the Georgetown System is brand new. Councilmember Hesser said this is not a good investment and he will not be supporting it. He said that he has asked for information on other alternatives such as Uber, multiple times, and it has still not been explored. Councilmember Brainard said it is helpful to remember that because of the CARTS program and federal dollars, the City has no choice. He explained that the City must do something since it cannot continue with CARTS program. If the City delays enacting a system, Capital Metro would no longer be assisting the City. Waggoner displayed the proposed new logo for the transportation system and said the community input had been very helpful. Mayor Ross asked Waggoner to explain the process for the logo and branding. Waggoner explained that Keith Hutchinson, the City’s Public Communications Manager, began with a creative brief and methodology. Waggoner explained that is was a very methodical approach to ideas. He noted that they had also worked with the Capital Metro branding staff and conducted an internal review process. Waggoner said the citizen input and Council input both chose this brand as the most popular. Waggoner explained the sense of motion in the logo, with the arrow depicting the forward motion of Georgetown. He went on to explain that the founding father of Georgetown signed his name as Geo. Councilmember Gipson noted that green on white is not easy to see and other colors should be explored. Page 44 of 509 Waggoner spoke on the next steps of the project. • Consider Plan adoption • Begin stop installation • Public outreach • Interlocal agreement with Capital Metro for FY18 service. Waggoner said he is hoping to align the start of the service with the start of the semester at Southwestern. He noted that there are only 125 days until the August start date and only 93 of those are working days. He explained that they would need to get started on signs, poles and shelters. Waggoner said this would also allow the focus to shift to the potential 2018 contract with Capital Metro. Waggoner spoke on the continual changes that will be made to the routes and stops in order to address the needs of the community. Citizens signed up to speak on Item F included Jeff Shald and Sherwin Kahn. Comments and concerns voiced included: Thank you for the bus system Idea in Phase 2 needs to get to the high schools Courageous conversations should be available to high school students Eastview Theater Director and Palace Theater need to have the busses accommodate them Student after school opportunities need transportation School board candidate forum agrees Homeowner was informed March 14th of a bus stop at 1200 block of maple, in front of his home Stop is too close to driveway Would also block University People whip around the bus, which is dangerous Put the stop directly across the street Next to the apartment building, people would enjoy Safer location Room for a bench and shelter across the street and not at the current proposed stop Ask council to consider taking more time regarding stops, since the notification of the stop left little time Feels rushed Councilmember Jonrowe thanked Waggoner for the background information on how the stops were chosen. Waggoner said Travis Baird, the City’s Real Estate Services Coordinator, spoke to citizens and reached out to the community. He looked at where people are coming and going and studied census data. Waggoner explained that lines had been drawn on a map, connecting places where people said they needed to go. He went on to speak on the routes that Capital Metro had tested last September. He explained how they had looked at public property for stops through review and feasibility studies. Waggoner explained how teams had been sent out to explore possible utility conflicts and traffic assessments. He said that both Capital Metro and CARTS had run the proposed routes with buses this last month to determine any issues. Waggoner spoke on the technical study and community input. He explained that it was also required that they reviewed ADA minimum requirements for each and every stop. Jonrowe asked when the adjacent property owners to a bus stop had been notified. Waggoner said they had been notified by mail on the 1st of February and again in early March. Waggoner said the information has also been communicated through Next Door programs, the City’s web page, 500 email subscribers and many public meetings and open houses soliciting public input. Jonrowe said she realized the outreach efforts have been phenomenal, but she feels the average resident was first notified in mid-March and did not have the opportunity for input. She asked Waggoner if property owners are still able to have input. Waggoner said the dialogue with the community is never ending. Jonrowe said some citizens had not been notified in time and should be given a couple more weeks to see if any other compromises could be made. She asked Waggoner how the 8th Street stop had been chosen. Waggoner said 6th, 7th and 8th Streets were in discussion for the Orange line. He said that 7th Street has the widest right of way. He explained that in May of 2015 a feasibility study was presented to Council. Council wanted to look at other ways to route the Orange line because of the residential properties on 7th Street. It was determined that 8th Street was more commercial and led directly to the library. Waggoner explained that 6th Street would need a light in order to make turns and thus 8th Street was chosen. Jonrowe asked if other stops had been adjusted. W aggoner said adjustments had been made since the Open House held the 21st of March to better serve the greater need of the community. He said the Green line will now service Home Depot and Walmart. He explained the difficulty and time consumption of choosing routes and stops. Waggoner explained that an adjustment had been made because of the difficulty of turning left on Rivery Blvd., which brought about a good adjustment with a turn-around now at the Convention Center. He said it was also learned through analysis that an inbound spot was needed on Wolf Ranch Parkway for the route to be able to return. Waggoner said it was discovered that the Blue Route had a high Page 45 of 509 need for service along Northwest Blvd, utilizing better efficiency. Waggoner said the Purple Route was problematic in making a right turn to University from the South and will now make use of the traffic light at Scenic and this created an opportunity for a stop at a public park. He went on to explain that a large change to the Purple Route will be making use of the frontage road since crossing IH35 was problematic at Leander Rd. Jonrowe asked Waggoner if the City would return a corner back to normal if a stop was changed, such as removing the bench, etc. Waggoner confirmed. Jonrowe asked Waggoner if the Transit Plan approval was given another two weeks would it still be possible to hit the necessary targets. Waggoner said there would be concerns with the timelines. He explained that they are only 93 work days out from providing a service. Waggoner explained that 2 weeks of public comment would take another 2 weeks of analysis and more time to notify citizens of the new stops. He explained that this would take them into the month of June. Jonrowe said her constituents need to be given a sit down opportunity to discuss their concerns. City Manager, David Morgan, said this would be a Council decision but would delay the project significantly. He said if the action was delayed to the end of April, the City would need to notify different people of stops changes. He explained that the identified stops will continue to improve and change and the City will always accept community input. Jonrowe said this last portion of the transit project was not handled as well as other portions and seems rushed. Councilmember Gonzalez said he proposes a 24 month delay. Councilmember Brainard asked about Primrose School and if that stop could be removed. Waggoner said that the curve of the parkway is difficult and moving it would be to a dangerous spot. He said that some concerns are separate and different than simply the bus route. Waggoner said moving it further north would require putting the stop on private property. He added that the purpose of this stop is to get people to retail opportunities. Councilmember Fought said a flag goes up when GISD has taken great pains to make the school environment so that the only authorized vehicles are school buses and parents picking up their children. He said the stop here is counter to that intent and the safety of the kids has to take precedent. He explained that people without kids in the school would have immediate access to those children. Councilmember Hesser asked what time the buses would stop and whether it was during normal school hours. Waggoner said he will look into this and will bring the information back to Council. Waggoner said stops have to go in the public right of way and other laws play into the protection at those sites. He again mentioned that they are trying to provide access to retail opportunities. He emphasized that it will be Georgetown citizens hired as drivers and the drives will be consistently examined. Councilmember Eby said she is sympathetic to the concerns voiced. She said that Waggoner and the City team have done a tremendous amount of work and the system will be continually evaluated. Motion by Eby, second by Brainard to approve Item F. Failed: 3-4 (Hesser, Fought, Jonrowe, Gonzalez opposed) Motion by Jonrowe, second by Fought to postpone action on Item F until the following meeting. Approved: 5-2 (Gonzalez, Gipson opposed) Mayor Ross thanked Nat Waggoner for a job well done. L. Public Hearing for the Voluntary Annexation of 113.00 acres in the Pulsifer and Stubblefield Surveys, located at the northwest corner of Interstate 35 and Highway 29, to be known as Wolf Lakes -- Sofia Nelson, CNU-A, Planning Director Planning Director, Sofia Nelson, spoke on the voluntary annexation request. She provided a location map and a future land use map. She explained that the property was in a specialty mixed use area and the applicant will move forward with a PUD request. Nelson provided an Item Summary. Page 46 of 509 Mayor Ross opened the Public Hearing at 7:15 PM. No persons had signed up to speak on the item. Mayor Ross closed the Public Hearing at 7:15 PM. No action needed. M. Public Hearing for the Voluntary Annexation of 12.228 acres in the J. Powell Survey, located at the intersection of Kelley Drive and Gateway Drive, along North Interstate 35, to be known as Echo Park -- Sofia Nelson, CNU-A, Planning Director Planning Director, Sofia Nelson, spoke on the voluntary annexation request. She provided an Echo Park location map and a future land use map. Nelson provided an Item Summary. Page 47 of 509 Mayor Ross opened the Public Hearing at 7:16 PM. No persons had signed up to speak on the item. Mayor Ross closed the Public Hearing at 7:16 PM. No action needed. N. Consideration and possible action regarding ONCOR’s Petition and Statement of Intent for Authority to Change Rates dated March 17th, 2017 -- Chris Foster, Manager of Resource Planning and Integration Jim Briggs, the City’s General Manager of Utilities, explained the petition, the statement of intent and ONCOR’s intention to change rates. Briggs noted that ONCOR is petitioning to increase their transmission rate by $317 million state wide or 7.5% among other rate changes. Briggs said ONCOR has informed the City that it intends to appeal any action that the City takes to appeal to the Public Utility Commission. Briggs explained that this would be a normal process for Oncor and that the City has not had one of these occur in some time. Briggs said that Eddie Ferguson, from ONCOR, was in the audience for questions. Briggs explained that the City can approve, suspend or deny the petition, which would then be sent to the PUC for a formal process. He noted that it is typical for the City to deny the request for rate changes and send it to the PUC for a hearing and a formal process. Briggs said that Chris Foster, the City’s Manager of Resource Planning, has conducted an analysis of the GUS System and just the transmission rate increase would be a cost of $148,000 to the City’s electric rate, if approved. Briggs explained that this would be a municipal government element to the City Manager’s office because it impacts rate payers within the City, outside the CCN of the GUS service territory, who are citizens of the community. Briggs provided the Oncor Proposed Residential Rate Increase and the Residential Bill Impact Page 48 of 509 Briggs read the information that Council would need to approve in order to file a denial to the Public Utility Commission. Councilmember Gipson asked what happens when a request is denied. Briggs explained that a denial filing brings about a full blown PUC hearing, which will determine a settlement or approval of the rate increase. Briggs noted that some increase will likely come, but through a hearing it would be thoroughly vetted. Brainard asked Briggs if the City pays ONCOR because of transmitting electricity on their lines. Briggs responded that the City actually pays these costs through ERCOT and the costs go to all providers through the GRID. Briggs said that the City’s portion of the proposed increase would be about $148,000 annually. Motion by Jonrowe, second by Brainard to deny the rate increase request. Approved: 7-0 O. First Reading of an Ordinance amending Chapter 2.16 of the Code of Ordinances relating to Compensation for the Mayor and Councilmembers as recommended by the Council Compensation Committee -- Charlie McNabb, City Attorney (action required) Charlie McNabb, City Attorney, presented the first reading of an ordinance to amend Chapter 2.16 of the Code of Ordinances relating to Compensation for the Mayor and Councilmembers. He explained that the Mayor is required to appoint a Council Compensation Committee to study compensation at least every two years. He noted that the Council Compensation Committee had provided their report and recommendations to the Council at the workshop meeting held that afternoon. McNabb read the caption. Motion by Jonrowe, second by Eby to approve Item O, as recommended by the Council Compensation Committee. Councilmember Fought proposed an amended motion to change the Councilmember pay increase from $1400 to $1100. Motion failed lack of second. Original Motion: Approved: 7-0 P. Second Reading of an Ordinance for a request to rezone Lord Addition, Block 8, Lot 3-4, 0.330 acres; Lord Addition, Block 8, Lot 5, 0.160 acres; and Lord Addition, Block 8, Lot 7, 0.1399 acres, located at 406, 408 and 412 East 21st Street, from the Industrial (IN) District to the Residential Single Family (RS) District -- Sofia Nelson, CNU-A, Planning Director (action required) Page 49 of 509 Sofia Nelson, Planning Director, spoke on the rezoning request. She provided a location map, zoning map and future land use map. She explained that the rezoning would bring the property into compliance with its actual use. Nelson read the caption. Motion by Jonrowe, second by Eby to approve Item P. Approved: 7-0 Project Updates Q. Project updates and status reports regarding current and future transportation and traffic project; street, sidewalk, and other infrastructure projects; police, fire and other public safety projects; economic development projects; city facility projects; and downtown projects including parking enhancements and possible direction to city staff -- David Morgan, City Manager City Manager, David Morgan, said that he wanted to provide an update on the Berry Creek interceptor line, proposed to go through Berry Springs Park. He explained wastewater gravity pipes and described gravity fed lines. He said this description fit many of the wastewater lines currently existing and those in the master plan. He spoke on the proposed wastewater line. Morgan explained that gravity fed lines are important, otherwise pumps must be used and these can malfunction. He explained that the gravity fed system is more safely maintained and every line is inspected consistently and regularly through cameras fed through the lines. He explained that this line addresses current development and future development and funding has been put together for the Berry Creek Interceptor Project. Morgan said the proposed developer is still finishing arrangements and will then come forth with a request. Morgan explained that the developer would assist with the costs. Morgan said, If not, the City would still need to plan to provide this wastewater line and the exact location has not yet been determined. Morgan explained that the City wants to do this in a responsible manner and it is still very early in the planning process. Morgan said he will meet with Ms. Kerr and others to explain the process and bring other alternatives back to the Council. Public Wishing to Address Council On a subject that is posted on this agenda: Please fill out a speaker registration form which can be found on the table at the entrance to the Council Chamber. Clearly print your name and the letter of the item on which you wish to speak and present it to the City Secretary on the dais, preferably prior to the start of the meeting. You will be called forward to speak when the Council considers that item. On a subject not posted on the agenda: Persons may add an item to a future City Council agenda by contacting the City Secretary no later than noon on the Wednesday prior to the Tuesday meeting, with the subject matter of the topic they would like to address and their name. The City Secretary can be reached at 512/930-3651. R. Katherine Kerr would like to address the Council regarding the proposed wastewater line at Berry Creek Katherine Kerr was not present at the meeting. Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon’s Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. S. Sec. 551.071: Consultation with Attorney - Advice from attorney about pending or contemplated litigation and other matters on which the attorney has a duty to advise the City Council, including agenda items - Exxon Speedy Stop Monument Sign - Hoskins/Brown Update and Possible Action Sec. 551.074: Personnel Matters - City Manager, City Attorney, City Secretary and Municipal Judge: Consideration of the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal - City Manager Performance Evaluation Sec. 551.087: Deliberation Regarding Economic Development Negotiations - Discuss negotiations and incentive on Tamiro Plaza II Adjourn Motion by Fought, second by Gipson to adjourn the meeting. Mayor Ross adjourned the meeting at 7:34 PM. Page 50 of 509 ____________________________________________________________________________________________________ Approved by the Georgetown City Council on _____________________________ Date _____________________________ _____________________________ Dale Ross, Mayor Attest: City Secretary Page 51 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Consideration and possible action to appoint Lee B ai n as Chai r of the Hi stori c and Archi tectural Revi ew Commi ssi o n -- Mayor Dale Ross ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 52 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Consideration and possible action to appoint Al ternate Karl Mei xsel l as a member o f the Hi stori c and Archi tectural Revi ew Commi ssi o n -- Mayor Dale Ross ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 53 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Consideration and possible action to appoint Catheri ne Moral es as Al ternate #2 o n the Hi sto ri c and Archi tectural Revi ew Commi ssi o n -- Mayor Dale Ross ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 54 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Consideration and possible action to approve a Resolution accepting a peti ti on and setting public hearing dates for the Vol untary Annexati o n o f 2 5.712 acres in the D. Wright Survey, located on the no r th si de o f Booty’s Crossi ng Ro ad, to be known as Oakmo nt -- Sofia Nelson, CNU-A, Planning Director ITEM SUMMARY: The actio n required of Council is to acknowledge that a petition for vo luntary annexation has been submitted and establish public hearing dates, in accordanc e with State Law. Due to the annexation calendar established by the Texas Local Government Code, the public hearings will be he ld in May. April 25, 2017 : Re so lutio n accepting petition May 9, 2017: 1 st Reading o f Ordinance at City Co unc il Meeting May 23, 2017: 2nd Reading of Ordinance. The Future Land Use category for this property is Mod era te Density Residential. Recommended Mo ti on: Approval of the resolution fo r the voluntary annexation of the Oakmont Tract. FINANCIAL IMPACT: City services, including po lice and fire protectio n, e mergency medical services, so lid waste collection and disposal are immediately subje c t to the property. Extension of capital improvements such as wate r and wastewater systems will be subject to the City’s utility extension and improve ment policy or the terms of any po tential agreement with the prope rty owner. SUBMITTED BY: Carolyn Horne r, AICP, Planner, and Sofia Nelson, CNU-A, Planning Director ATTACHMENT S: Description Ap p licant Letter of Intent Res o lutio n Lo catio n Map P ro p erty Survey No tes Page 55 of 509 CIVIL ENGINEERS • SURVEYORS • LAND PLANNERS • CONSTRUCTION MANAGERS • CONSULTANTS MATKIN HOOVER ENGINEERING & SURVEYING – 8 SPENCER ROAD, SUITE 100 - BOERNE, TEXAS 78006 – OFFICE (830) 249-0600 – FAX (830) 249-0099 – www.matkinhoover.com Thursday, February 02, 2017 City of Georgetown Planning Dept. 406 W 8th Street Georgetown, TX 78627 Re: Oakmont - Annexation Application – Letter of Intent Oakmont Georgetown, LLC is requesting an annexation for the approximate 24-acre tract known as the Oakmont Subdivision. The Oakmont property is contiguous to the current city limits and is currently underdeveloped/ unused land. There will be approximately 74 single family homes on site. The applicant reserves the right to pull this annexation application from consideration at any time during the proceedings. With this signed petition for voluntary annexation, the landowner understands that construction of any capital improvements necessary for development on the property will not be the responsibility of the City of Georgetown if approved for annexation; rather, such improvements will occur through non-City financial assistance through the subdivision and construction process. If you have any questions or require additional information please feel free to contact me. Sincerely, Matkin-Hoover Engineering & Surveying Danny L. Jackson, P.E. Project Manager Page 56 of 509 Resolution No. ______________________ Page 1 of 1 Oakmont Date Approved: 4.25.17 RESOLUTION NO. ______________ A Resolution of the City Council of the City of Georgetown, Texas, granting a Petition for the Voluntary Annexation of 25.712 acres more or less in the D. Wright Survey; and directing publication of notice and public hearings for proposed annexation. Whereas, the owners of the hereinafter described area of land have requested the governing body of the City of Georgetown, pursuant to Local Government Code Section 43.028, by written petition, properly acknowledged, to annex said area of land into the City of Georgetown, to‐wit: 25.712 acres more or less in the D. Wright Survey, Williamson County, Texas, more particularly shown on the map attached hereto as Exhibit “A” and described by metes and bounds in Exhibit “B,” both of which are attached hereto and incorporated herein by reference as if set forth in full; and Whereas, the said area of land is contiguous to the existing city limits of the City of Georgetown, and is without residents or has fewer than three qualified voters residing on it. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: That the said Petition, being proper and according to law, shall be, and is hereby, granted; and, further, the City Secretary is directed to commence the publication of notices of two public hearings to be held May 9, 2017, and May 23, 2017, before the City Council on the subject of the proposed annexation of the said area into the city limits; and further, to place upon the City Council Agendas for May 9, 2017, and any meeting before/including May 23, 2017, the consideration of the passage of an ordinance annexing said area into the city limits. PASSED AND APPROVED this the 25th day of April, 2017. ATTEST: ____ __ __ Shelley Nowling, City Secretary Dale Ross, Mayor Approved as to Form: __ Charlie McNabb, City Attorney Page 57 of 509 B O O T Y S C R O SS IN G R D N IH 35 LAKEWAYDR NORT H W E S T B L V D SERENADADR R I V E RY BL V D WIL LIA M S D R N AUSTIN AVE SHELL RD §¨¦35 WILLIAMS DR D B WOOD RD BOOTYS CROSSING RD WILLIA M S D R D B WOOD RD W IL LIA M S D R D B W O O D R D ANX-2017-001Exhibit #1 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map Le ge ndSiteParcelsCity LimitsGeorgetown ETJ 0 0.5 1Mi Page 58 of 509 QUICK INC. LAND SURVEYING 3303 SHELL ROAD, SUITE 400, GEORGETOWN, TEXAS 78633 PHONE: 512-915-4950 FIELD NOTES FOR ANNEXATION OF BOOTYS CROOSSING AND OAKMONT SUBDIVISION: BEING A 25.712 ACRE TRACT OF LAND LOCATED IN THE DAVID WRIGHT SURVEY, ABSTRACT NO. 13, WILLIAMSON COUNTY, TEXAS, SAID 25.712 ACRE TRACT BEING A PORTION OF ALL BOOTYS CROSSING ROAD AND ALL OF THAT CERTAIN 23.527 ACRE TRACT RECORDED IN DOCUMENT NO. 2016108428, OFFICIAL PUBLIC RECORDS, BELL COUNTY, TEXAS, SAID 25.712 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: Beginning at a point in the northeast corner of Lot 1, Block 1, Oak Crest Estates Unit 1, recorded in Cabinet B, Slide 79, Plat Records, Williamson County, Texas, said point being located in the south right-of-way line of Bootys Crossing Road and being the southeast corner of the herein described tract; Thence, with the south right-of-way line of Bootys Crossing Road, the north line of Oak Crest Estates Unit 1 the following three (3) courses and distances: 1. S 88° 13' 12" W, a distance of 1064.19' to a point for angle; 2. S 79° 15' 21" W, a distance of 414.30' to a point for angle; 3. S 69° 21' 21" W, a distance of 590.19' to a point for the southwest corner of the herein described annexation tract; 4. Thence, crossing Booty’s Crossing Road, N 20° 32' 25" W, a distance of 47.53' to a point located at the southwest corner of said 23.527 acre tract; Thence, following the outer perimeter of said 23.527 acre tract the following eight (8) courses and distances: 5. N 21° 13' 45" W, a distance of 673.09' to a point for angle; 6. N 21° 08' 39" W, a distance of 438.90' to a point for angle; 7. N 21° 43' 59" W, a distance of 257.16' to a point for angle; 8. N 26° 09' 51" W, a distance of 25.32' to a point for angle;; 9. N 21° 14' 43" W, a distance of 247.80' to a point for angle; Page 59 of 509 10. N 20° 44' 58" W, a distance of 91.80' to a point located at the northwest corner of said 23.527 acre tract, said point being the northwest corner of the herein described annexation tract; 11. S 62° 16' 08" E, a distance of 1362.48' to a point located at the northeast corner of said 23.527 acre tract, said point being a northeast corner of the herein described annexation tract; 12. S 05° 40' 38" E, a distance of 527.59' to a point for angle; 13. S 09° 49' 46" E, a distance of 230.48' to a point located in the north right-of-way line of Bootys Crossing Road, said point being the southeast corner of said 23.527 acre tract and being a corner of the herein described annexation tract; Thence, with the north right‐of‐way line of Bootys Crossing Road, the following three (3) courses and distances: 14. N 79° 15' 21" E, a distance of 309.61' to a calculated point for angle; 15. N 88° 13' 12" E, a distance of 1067.81' to a calculated point for corner 16. S 01° 46' 48" E, a distance of 46.14' to the Point of Beginning containing 25.712 acres of land. Note: This description was written for annexation purposes and does not constitute a boundary survey and shall not be recorded for any purpose. Page 60 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Consideration and possible action to approve a Resolution giving El ai ne Wi l son, Control l er, the approval to conduct business with vario us banking institutions and to appo int her as “Representati ves o f the Depo si tor,” and removi ng Danel l a El l i ott, Executi ve Assi stant to the Assi stant Ci ty Manager -- Leigh Wallac e, Finance Director ITEM SUMMARY: This resolution authorizes Elaine Wilson to be Representative s o f the Depo sito r and are hereby authorize d to open accounts, to issue letters of instructio n, and to take all o ther actio ns deemed necessary or appropriate for the purpo se of conducting non-primary bank depo sito ry service s. This resolutio n will also serve as an Incumbency Certificate for tho se institutions requiring it. Any action taken will be in acco rdance with the City’s Inve stment P olicy. This resolution also removes Danella Elliott, Executive Assistant to the Assistant City Manager as Authorized Representative s. The complete list of Authorized Representatives following this re so lutio n will be as follows: Authorized Represe ntatives: Laurie Brewer, Assistant City Manager Leigh Wallace, Finance Director Karrie Pursley, Ac c ounting Supervisor Elaine Wilson, Controller Staff re c ommends updating this authorization at least biennially to update the banking entities with which the City is do ing business. FINANCIAL IMPACT: N/A SUBMITTED BY: Leigh Wallace, Finance Director - SP ATTACHMENT S: Description Res o lutio n TexPo o l Res olution Amend ing Autho rized Repres entatives Page 61 of 509 Resolution Number:________________ Page 1 of 2 Description: Banking Authorization Resolution Date Approved: April 25, 2017 RESOLUTION NO. _____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS TO AUTHORIZE REPRESENTATIVES TO CONDUCT BUSINESS FOR NON-PRIMARY DEPOSITORY INSTITUTION SERVICES INCLUDING, BUT NOT LIMITED TO: J.P. MORGAN CHASE & CO., COMERICA BANK N.A., TEXPOOL PARTICIPANT SERVICES, TEXSTAR, TEXASTERM/TEXAS DAILY, BANKTEXAS N.A., INDEPENDENT BANK, BTH BANK, RBANK TEXAS, LEGACY TEXAS BANK, LUBBOCK NATIONAL BANK, GREEN BANK, AND SOUTHSIDE BANK WHEREAS, the City of Georgetown (the “Depositor”) is a local government of the State of Texas and is hereby empowered to conduct business with J.P. Morgan Chase & Co., Comerica Bank N.A., TexPool Participants Services, TexSTAR, TexasTERM/TexasDAILY, BankTexas N.A.; Independent Bank; BTH Bank, RBank Texas, Legacy Texas Bank, Lubbock National Bank, Green Bank, and Southside Bank for non-primary bank depository services; and WHEREAS, the City of Georgetown (the “Depositor”) is also empowered to conduct business with other banking institutions as required for non-primary bank depository services; NOW THEREFORE BE IT RESOLVED THAT: SECTION ONE. The facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. SECTION TWO. The individuals, whose names appear below, are Representatives of the Depositor and are each hereby authorized to open accounts, to issue letters of instruction, and to take all other actions deemed necessary or appropriate for the purpose of conducting non-primary bank depository services at institutions necessary to conduct City business. Authorized Representatives are listed below: Name: Title: Laurie Brewer Assistant City Manager Leigh Wallace Finance Director Karrie Pursley Accounting Supervisor Elaine Wilson Controller SECTION THREE. An Authorized Representative of the Depositor may be added or deleted by a written instrument signed by at least one of the named Authorized Representatives. Page 62 of 509 Resolution Number:________________ Page 2 of 2 Description: Banking Authorization Resolution Date Approved: April 25, 2017 SECTION FOUR. Specific authorization forms previously approved by Council for TexPool are still in effect to meet those banks individual requirements. SECTION FIVE. This Resolution and its authorization shall continue in full force and effect until amended or revoked by the Depositor. SECTION SIX. The Mayor is hereby authorized to sign this Resolution and the City Secretary to attest. SECTION SEVEN. This Resolution shall become effective upon its adoption. PASSED AND APPROVED on the 25th day of April, 2017. ATTEST: CITY OF GEORGETOWN, TEXAS ______________________________ By: _____________________________ Shelley Nowling Dale Ross City Secretary Mayor APPROVED AS TO FORM: ___________________________________ Charlie McNabb City Attorney Page 63 of 509 Resolution Amending Authorized Represent atives Please use this form to amend or designate Authorized Representatives. This document supersedes all prior Authorized Representative forms. * Required fields 1. Resolution WHereas, participant name*Location number* (“participant”) is a local government of the state of texas and is empowered to delegate to a public funds investment pool the authority to invest funds and to act as custodian of investments purchased with local investment funds; and WHereas, it is in the best interest of the participant to invest local funds in investments that provide for the preservation and safety of principal, liquidity, and yield consistent with the public funds investment act; and WHereas, the texas Local government investment pool (“texpool/ texpool prime”), a public funds investment pool, were created on behalf of entities whose investment objective in order of priority are preservation and safety of principal, liquidity, and yield consistent with the public funds investment act. noW tHerefore, be it resolved as follows: a.that the individuals, whose signatures appear in this resolution, are authorized representatives of the participant and are each hereby authorized to transmit funds for investment in texpool / texpool prime and are each further authorized to withdraw funds from time to time, to issue letters of instruction, and to take all other actions deemed necessary or appropriate for the investment of local funds. B.that an authorized representative of the participant may be deleted by a written instrument signed by two remaining authorized representatives provided that the deleted authorized representative (1) is assigned job duties that no longer require access to the participant’s texpool / texpool prime account or (2) is no longer employed by the participant; and c.that the participant may by amending resolution signed by the participant add an authorized representative provided the additional authorized representative is an officer, employee, or agent of the participant; List the authorized representative(s) of the participant. any new individuals will be issued personal identification numbers to transact business with texpool participant services. 1. name title phone/fax/email signature 2. name title phone/fax/email signature form continues on next page 1 of 2 Page 64 of 509 1. Resolution (continued) 3. name title phone/fax/email signature 4. name title phone/fax/email signature List the name of the authorized representative listed above that will have primary responsibility for performing transactions and receiving confirmations and monthly statements under the participation agreement. name in addition and at the option of the participant, one additional authorized representative can be designated to perform only inquiry of selected information. this limited representative cannot perform transactions. if the participant desires to designate a representative with inquiry rights only, complete the following information. name title phone/fax/email D.that this resolution and its authorization shall continue in full force and effect until amended or revoked by the participant, and until texpool participant services receives a copy of any such amendment or revocation. this resolution is hereby introduced and adopted by the participant at its regular/special meeting held on the ______day ______________________, 20 ___. note: document is to be signed by your Board President, mayor or county Judge and attested by your Board Secretary, city Secretary or county clerk. name of participant* Signed ATTeST signature*signature* printed name*printed name* title*title* 2. mailing instructions the completed resolution amending authorized representatives can be faxed to texpool participant services at 1-866-839-3291, and mailed to: texpool participant services 1001 texas avenue, suite 1400 Houston, tx 77002 TexPool Participant Services Managed and 1001 Texas Avenue, Suite 1400 ● Houston, TX 77002 Serviced by ee eratdd Phone: 1-866-TEXPOOL (839-7665) ● Fax: 1-866-839-3291 ● www.texpool.com G45340-17 (12/15) oRiginAl SignATuRe And documenT RequiRed TeX-ReP 2 of 2 Page 65 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Consideration and possible action to approve contracti ng with Stillwater Site Services (City Facilities) for $168,843 .00 , Heart of Texas Landscape (P arks & Recreati on, IOOF Cemetery and G eorgetow n Vi l l ag e ) for $399,125.89, Stillwater Site Services (Col l ecti on/Transfer Stati on) for $7,340.00, Elk Ridge Co nstruction (Water and Wastew ate r Treatment Fac i l i ti es) fo r $48,655.00, Brightvie w Landscape Services (Stormwate r Ri ghts-o f-Way, w ater qual i ty ponds and IH3 5 Co rri do r) for $127,913.89 and Brightview Landscape Services (Water and Wastew ater Col l ecti on and Di stri buti on) for $25 ,979.72 for l andscapi ng, g rounds mai ntenance and ri g ht-o f-w ay mow i ng servi ces -- Jack Daly, Assistant to the City Manager ITEM SUMMARY: Seven (7) sealed co mpetitive bids were received and o pened on March 27, 2017. Staff evaluated the bids for complianc e to the needed specifications. Line items were awarde d to the lowest responsible bidders for their respective bid items. Upon Council appro val, purchase orders will be issued to the vendors recommended fo r award. FINANCIAL IMPACT: City Fac ilities: Stillwater Site Services $16 8,8 43 .00 Parks and Recreation, IOOF Cemetery Geo rge to wn Village: Heart of Texas $3 99 ,12 5.8 9 Collectio n/Transfer Station: Stillwater Site Services $7 ,340.00 Water and Wastewater Treatment: Elk Ridge Construction $48,655.00 Stormwate r Right-o f-Way, Water Quality Po nds, IH-35 corridor: BrightView Landscape Services $127,913.8 9 Water and Wastewater Collection And Distribution: BrightView Landscape Services $2 5,979.72 SUBMITTED BY: Jackson Daly ATTACHMENT S: Description Recommendatio n Memo Bid Tab Brightview Bid d er Info rmation F o rm Elk Ridge Bid d er Info rmation F o rm Heart o f Texas Bidder Informatio n Form S tillwater Site Service Bid d er Info rmation Form Page 66 of 509 Page 1 of 2 Solicitation Award Recommendation To: Jackson Daly, Assistant to City Manager, Trish Long, Facilities Superintendent; Jamie Beran, Parks Superintendent; Jordan Fengel, Solid Waste Recycling Coordinator; Mike Welch, Plant Operations Superintendent; Dan Southard, Streets & Drainage Superintendent; Bruce Gick, Drainage Foreman; Isaac Conde, Water Services Technical Specialist; David Pierce, Streets Foreman. From: Deborah Knutson, CPPB – Senior Buyer, Purchasing Date: April 18, 2017 Re: Recommendation for Landscaping, Grounds Maintenance and Right-of-Way Mowing Services SUMMARY: The City of Georgetown is growing fast, and in order to provide more standardized landscaping, grounds maintenance and right-of-way mowing services, determination was made to formally solicit these services on a city-wide scale. The project began with a GIS mapping assignment, with the assistance of Holly Prior, to map out all City-owned property and define if it was maintained by City staff or a Contractor, and to identify the acreage of each property. The next step of the project entailed several group meetings with Facilities, Parks and Recreation, Conservation Services, Water and Wastewater Treatment Facilities, Water Services and Streets and Drainage Departments to define what the City-wide standards will be, and re-assign “care” of properties. The services were divided into 6 segments based on the type of services needed. Specifications were developed, to include frequencies of services and tasks to be performed at each service visit. The Solicitation was advertised for 14 days in the Williamson County Sun and released through the City’s Bid Information System on Sunday, February 12, 2017. A total of 171 vendors were sent notification of the Invitation to Bid, including 21 HUB vendors from Williamson and Travis counties and 5 Georgetown vendors. A Pre-Solicitation meeting was held on Friday, February 24, 2017 at 10:00 am in the Georgetown Municipal Complex, Williamson conference room to review the specifications and scope of services. Thirteen (13) contractors participated in the pre-solicitation meeting. Bids were submitted on Monday, March 27, 2017 at 2:00 pm at the Georgetown Municipal Complex, Williamson conference room, where they were publically opened and read aloud. The City received seven (7) bids. The bids were tabulated and calculations checked for accuracy. Due to the varying nature of the services required, the following requirements were incorporated as bid submission requirements. Some requirements were not mandatory, depending on the segment bid was submitted for. This information was used to determine award to contractors who will provide the best value to the City. 1. Attachment A – Bidder’s Information Form - requests information on: a. The contractor’s business history and experience; b. Equipment and number of crewmembers available to provide services; c. Proof of certifications for a Certified Arborist, Licensed Irrigator and Pesticide Application; d. Subcontractors that contractor will use to perform any part of the services; and e. A capability and experience statement from each contractor. 2. Attachment B – Best Value Reference sheet – requests three (3) references from firms, comparable in size to the City or larger, that have procured similar services for the last two (2) years. Page 67 of 509 Page 2 of 2 The bids were reviewed for compliance with the specifications, references were checked and it is recommended that the following be awarded to: • Segment 1 – City Facilities o Stillwater Site Services Total Annual Cost: $ 168,843.00 Jana C. Beckett P.O. Box 1234 Pflugerville, Texas 78621 Phone No. 512-809-7000 E-Mail: stillwater@stillwaterlandscapes.com • Segment 2 – Parks and Recreation, IOOF Cemetery and Georgetown Village o Heart of Texas Landscape Total Annual Cost: $ 399,125.89 Dustin Finch P.O. Box 1236 Belton, Texas 76513 Phone No. 254-939-0254 E-Mail: Dustin@HotLandscape.com • Segment 3 – Collection/Transfer Station o Stillwater Site Services Total Annual Cost: $ 7,340.00 Jana C. Beckett P.O. Box 1234 Pflugerville, Texas 78621 Phone No. 512-809-7000 E-Mail: stillwater@stillwaterlandscapes.com • Segment 4 – Water and Wastewater Treatment Facilities o Elk Ridge Construction Total Annual Cost: $ 48,655.00 Rhondda Cotten 451 La Buena Vista Wimberley, Texas 78676 Phone No. 512-845-9000 E-Mail: rhondda@elkridgeconstructionllc.com • Segment 5 – Stormwater Rights-of-Way, Water Quality Ponds and IH-35 corridor o BrightView Landscape Services Total Annual Cost: $ 127,913.89 Erin E. Donoval 12909 Dessau Road Austin, Texas 78754 Phone No. 512-420-7902 E-Mail: Erin.Donovan@gmail.com • Segment 6 – Water and Wastewater Collection and Distribution o BrightView Landscape Services Total Annual Cost: $ 25,979.72 Erin E. Donoval 12909 Dessau Road Austin, Texas 78754 Phone No. 512-420-7902 E-Mail: Erin.Donovan@gmail.com Note: See attached Bid Tabulation for a breakdown of cost per location. Page 68 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.1 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost 1.8th and MLK Parking Lot $ 6,063.00 $ 1,460.40 $ 4,426.29 $ 2,700.00 2.9th Street Beds $ 546.00 $ 17.50 $ 5,442.63 $ 1,600.00 3.Archies Corner $ 546.00 $ 1,487.38 $ 5,442.63 $ 1,600.00 4.Chamber of Commerce $ 5,074.00 $ 7,553.79 $ 12,507.79 $ 8,018.00 5.City Hall $ 1,634.00 $ 332.37 $ 6,017.29 $ 2,700.00 6.Community Center $ 7,224.00 $ 1,460.40 $ 9,776.29 $ 2,700.00 7.Council Chambers Parking Lot $ 672.00 $ 1,181.15 $ 3,322.63 $ 1,600.00 8.Fire Station # 1 $ 8,041.00 $ 11,078.89 $ 7,964.29 $ 11,651.20 9.Fire Station # 2 $ 3,612.00 $ 4,431.56 $ 7,436.29 $ 4,746.40 10.Fire Station # 3 $ 4,816.00 $ 4,683.35 $ 8,996.29 $ 4,996.90 11.Fire Station # 4 $ 5,504.00 $ 29,711.57 $ 19,519.29 $ 20,886.00 12.Fire Station # 5 $ 4,988.00 $ 14,100.41 $ 12,707.29 $ 14,968.80 13.Fuel Pump $ 5,848.00 $ 6,546.62 $ 5,947.29 $ 6,949.00 14.GCAT Building $ 3,526.00 $ 2,870.44 $ 7,781.29 $ 3,046.10 15.Georgetown Municipal Complex $ 11,954.00 $ 22,661.37 $ 21,103.29 $ 23,832.00 16.GMC Overflow Parking Lot $ 3,053.00 $ 1,158.25 $ 3,461.29 $ 2,700.00 17.Grace Heritage Center $ 2,236.00 $ 397.83 $ 3,101.29 $ 2,700.00 18.Historic Light & Water Building $ 3,053.00 $ 1,007.17 $ 6,041.29 $ 2,700.00 19.Library $ 5,547.00 $ 1,561.12 $ 7,471.29 $ 2,700.00 20.Madelia Hilliard Center $ 2,580.00 $ 1,863.27 $ 6,171.29 $ 2,700.00 21.Main Street Parking Lot $ 3,526.00 $ 1,863.27 $ 4,871.29 $ 2,700.00 22.Main Street Planting Beds $ 7,525.00 $ 55.39 $ 4,311.86 $ 2,700.00 23.Monument Sign - East 29 $ 567.00 $ 874.93 $ 2,157.63 $ 1,600.00 24.Monument Sign - IH-35 $ 567.00 $ 1,924.84 $ 2,417.63 $ 1,600.00 25.Monument Sign - West $ 567.00 $ 612.45 $ 2,157.63 $ 1,600.00 26.Old Draeger Lot $ 2,838.00 $ 2,467.57 $ 5,502.29 $ 2,700.00 27.Old Library $ 4,816.00 $ 2,618.65 $ 4,072.29 $ 2,700.00 28.Parks Administration $ 7,740.00 $ 20,647.03 $ 17,161.29 $ 21,918.00 29.Public Safety Complex $ 7,740.00 $ 30,718.75 $ 23,379.29 $ 32,610.60 30.Recreation Center $ 10,019.00 $ 20,143.44 $ 18,861.29 $ 20,984.00 31.South Scenic Drive Median $ 7,826.00 $ 4,884.78 $ 7,976.29 $ 5,196.12 32.Tennis Center $ 8,385.00 $ 20,143.44 $ 18,121.29 $ 20,984.00 33.Western District Complex $ 10,535.00 $ 15,107.58 $ 14,572.29 $ 16,038.00 34.Westside Service Center $ 9,675.00 $ 33,740.26 $ 26,328.29 $ 35,818.00 $ 168,843.00 $ - $ 271,367.21 $ 316,527.97 $ - $ 294,643.12 No Bid No Bid ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Estimated Total Cost for all Areas: Abescape Group, LLC No Bid Attachment C - City Facilities Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction Page 69 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.2 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 35.84 Lumber $ 1,860.00 $ 2,188.80 $ 3,797.50 $ 1,632.12 $ 2,790.00 36.Adkins Park $ 1,238.00 $ 371.05 $ 1,614.56 $ 8,590.48 $ 2,970.00 37.Bark Park $ 12,350.00 $ 10,396.80 $ 36,675.62 $ 15,238.76 $ 26,220.00 38.Bedford Park $ 7,955.00 $ 6,338.92 $ 18,567.39 $ 7,096.63 $ 8,707.50 39.Bedford Park (PID) $ 7,955.00 $ 6,241.86 $ 19,374.67 $ 7,719.63 $ 9,518.40 40.Berry Creek Park $ 3,885.00 $ 2,553.60 $ 3,185.00 $ 3,549.42 $ 4,095.00 41.Blue Hole Cemetery $ 3,465.00 $ 1,596.00 $ 1,960.00 $ 2,184.42 $ 2,520.00 42.Booty's Road Park $ 4,725.00 $ 3,511.20 $ 6,125.00 $ 6,825.42 $ 7,875.00 43.Cedar Elm Park $ 5,375.00 $ 2,683.81 $ 5,650.95 $ 3,670.48 $ 3,163.50 44.Chandler Park $ 4,725.00 $ 3,830.40 $ 5,267.50 $ 5,859.42 $ 6,772.50 45.Chestnut Park $ 2,924.00 $ 1,735.58 $ 3,390.57 $ 3,549.19 $ 2,980.00 46.Citizens Memorial Cemetery $ 5,145.00 $ 5,751.90 $ 7,962.50 $ 7,308.42 $ 10,237.50 47.Creative Playscape $ 7,955.00 $ 6,869.16 $ 16,952.84 $ 9,136.63 $ 8,380.50 48.Creekside Park $ 4,198.00 $ 4,017.71 $ 8,072.78 $ 5,481.13 $ 4,211.00 49.Emerald Springs Park $ 3,465.00 $ 3,192.00 $ 3,307.50 $ 3,675.42 $ 4,252.50 50.Fairfield Park $ 2,924.00 $ 1,884.32 $ 3,955.66 $ 3,930.48 $ 3,000.34 51.Frontage 01 $ 2,924.00 $ 3,307.82 $ 3,874.93 $ 5,781.63 $ 2,970.00 52.Frontage 02 $ 5,332.00 $ 6,830.84 $ 9,687.34 $ 6,481.63 $ 4,968.00 53.Frontage 03 $ 5,332.00 $ 8,129.62 $ 10,494.61 $ 6,481.63 $ 5,348.50 54.Frontage 04 $ 4,515.00 $ 7,859.49 $ 7,426.96 $ 5,781.63 $ 3,787.00 55.Frontage 05 $ 2,795.00 $ 3,479.74 $ 3,632.75 $ 5,781.63 $ 4,860.00 56.Frontage 06 $ 3,225.00 $ 4,238.79 $ 5,570.22 $ 5,781.63 $ 3,127.25 57.Frontage 07 $ 6,665.00 $ 7,401.37 $ 13,723.73 $ 8,100.63 $ 6,864.70 58.Frontage 08 $ 8,385.00 $ 8,094.55 $ 19,051.76 $ 11,165.63 $ 9,365.00 59.Frontage 09 $ 2,795.00 $ 1,716.68 $ 3,229.11 $ 5,781.63 $ 2,970.00 60.Frontage 10 Pond $ 7,224.00 $ 7,255.83 $ 20,181.95 $ 11,165.63 $ 9,144.00 61.Garey Park (map 1) $ 8,280.00 $ 9,996.74 $ 18,567.39 $ 26,300.63 $ 12,070.00 62.Garey Park (map 2) $ 35,748.00 $ 23,780.56 $ 35,466.40 $ 43,564.63 $ 52,616.00 63.Garey Park (map 3) $ 22,680.00 $ 20,641.64 $ 31,033.10 $ 43,820.63 $ 46,084.00 64.Garey Park (map 4) $ 5,184.00 $ 6,907.12 $ 7,093.28 $ 9,748.63 $ 10,810.00 65.Garey Park (map 5) $ 2,340.00 $ 3,283.20 $ 2,659.98 $ 2,592.42 $ 3,240.00 66.Garey Park (map 6) $ 2,700.00 $ 3,830.16 $ 3,768.31 $ 3,960.42 $ 4,590.00 67.Garey Park (map 7) $ 5,850.00 $ 6,500.00 $ 7,582.90 $ 9,350.00 $ 5,950.00 68.Garey Park (one-time clearing) $ 3,289.00 $ 2,150.00 $ 2,508.19 $ 3,655.00 $ 2,000.00 69.Gazebo $ 1,935.00 $ 824.23 $ 1,453.10 $ 4,555.63 $ 3,170.00 70.Geneva Park $ 2,470.00 $ 3,465.60 $ 5,182.42 $ 2,850.76 $ 3,705.00 71.Green Grove Park $ 4,214.00 $ 2,718.50 $ 6,458.22 $ 3,143.02 $ 3,512.80 72.Greenside Park & Roundabout $ 2,795.00 $ 2,648.38 $ 1,856.74 $ 3,401.13 $ 2,970.00 73.Hanover Park $ 2,795.00 $ 1,049.66 $ 2,583.29 $ 4,225.63 $ 2,970.00 74.Heritage Gardens Park $ 12,495.00 $ 7,660.80 $ 15,925.00 $ 17,745.42 $ 20,475.00 75.IOOF Cemetery $ 46,570.00 $ 70,723.00 $ 56,900.00 $ 63,120.38 $ 83,600.00 76.Katy Crossing Park $ 3,825.00 $ 5,954.77 $ 2,105.00 $ 2,902.42 $ 4,655.00 No Bid Attachment D Parks & Recreation No Bid Page 70 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.3 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 77.Katy Crossing Trail Park $ 1,380.00 $ 547.20 $ 931.00 $ 1,020.00 $ 684.00 78.La Conterra Parkland $ 1,740.00 $ 729.60 $ 1,592.50 $ 1,440.00 $ 1,170.00 79.Lyndoch Park $ 4,620.00 $ 4,377.60 $ 4,300.00 $ 3,612.00 $ 3,870.00 80.Madrone Park $ 3,225.00 $ 4,575.12 $ 3,768.31 $ 3,096.64 $ 5,482.50 81.Maple St. Lot $ 3,540.00 $ 1,276.80 $ 1,889.97 $ 4,048.00 $ 2,430.00 82.Meadows of Georgetown Park $ 6,384.00 $ 5,096.24 $ 10,720.00 $ 5,940.88 $ 6,832.00 83.Old Oak Park $ 1,365.00 $ 957.60 $ 355.25 $ 1,365.42 $ 1,050.00 84.Outer McMaster Park $ 17,955.00 $ 9,576.00 $ 20,300.00 $ 29,925.42 $ 27,132.00 85.Picket Trail $ 1,995.00 $ 957.60 $ 771.75 $ 1,365.42 $ 992.25 86.Pinnacle Park $ 5,624.00 $ 3,883.58 $ 3,768.31 $ 4,060.76 $ 5,355.00 87.Pinnacle Park - Disc Golf $ 4,935.00 $ 4,149.60 $ 5,512.50 $ 6,132.21 $ 7,087.50 88.Rain Tree Park $ 1,365.00 $ 957.60 $ 281.75 $ 1,365.42 $ 1,050.00 89.River Chase Park $ 500.00 $ 243.20 $ 256.66 $ 500.00 $ 330.00 90.River Ridge Pool $ 1,575.00 $ 1,915.20 $ 612.50 $ 1,365.42 $ 1,050.00 91.Rivery Park $ 8,930.00 $ 6,931.20 $ 12,191.58 $ 11,476.76 $ 15,675.00 92.Rowan Park $ 4,085.00 $ 5,228.50 $ 3,880.00 $ 2,795.64 $ 7,095.00 93.San Gabriel River Frontage $ 1,785.00 $ 1,915.20 $ 1,592.50 $ 1,365.42 $ 1,856.40 94.San Gabriel Village Open Space $ 1,785.00 $ 2,553.60 $ 1,715.00 $ 1,365.42 $ 2,205.00 95.Shell Park $ 3,655.00 $ 885.00 $ 1,614.56 $ 5,424.63 $ 2,970.00 96.Smith Branch Trail $ 1,785.00 $ 1,276.80 $ 1,470.00 $ 1,365.42 $ 1,890.00 97.Spring Court Park $ 3,612.00 $ 1,837.92 $ 4,036.39 $ 5,424.63 $ 2,465.50 98.Summer Crest Park $ 2,835.00 $ 1,915.20 $ 1,960.00 $ 1,365.42 $ 2,520.00 99.Summers Green Park $ 6,235.00 $ 4,165.09 $ 12,109.17 $ 6,155.63 $ 6,106.50 100.Susana Drive Park $ 1,575.00 $ 1,915.20 $ 1,592.50 $ 1,785.21 $ 2,047.50 101.University Park $ 6,665.00 $ 10,085.96 $ 19,002.00 $ 12,921.98 $ 9,856.60 102.Village Glen Park $ 3,655.00 $ 1,737.68 $ 4,278.57 $ 3,335.63 $ 2,570.23 103.Village Pool and Park $ 10,234.00 $ 13,187.08 $ 30,521.00 $ 14,602.63 $ 17,100.40 104.Villages of Berry Creek Park $ 2,625.00 $ 3,830.40 $ 2,308.00 $ 3,675.42 $ 4,252.50 105.Walkway 01 $ 3,655.00 $ 394.14 $ 302.97 $ 2,865.42 $ 1,470.00 106.Walkway 02 $ 3,096.00 $ 353.06 $ 135.54 $ 2,865.42 $ 1,470.00 107.Walkway 03 $ 1,935.00 $ 369.50 $ 187.36 $ 2,865.42 $ 1,470.00 108.Walkway 04 $ 1,935.00 $ 373.69 $ 223.24 $ 2,865.42 $ 1,470.00 109.Walkway 05 $ 1,935.00 $ 367.11 $ 322.91 $ 2,865.42 $ 1,470.00 110.Walkway 07 $ 1,935.00 $ 388.32 $ 255.13 $ 2,865.42 $ 1,470.00 111.Walkway 10 $ 1,935.00 $ 365.76 $ 842.33 $ 2,865.42 $ 1,470.00 112.Westbury Park $ 3,225.00 $ 1,740.74 $ 2,390.57 $ 7,575.63 $ 2,970.00 113.Williams Drive Pool and Park $ 2,415.00 $ 1,276.80 $ 1,470.00 $ 1,575.42 $ 1,890.00 114.Windridge Village Park $ 1,365.00 $ 957.60 $ 502.25 $ 1,428.21 $ 1,050.00 115.Woodlake Park $ 1,995.00 $ 1,915.20 $ 906.50 $ 1,827.42 $ 1,165.50 116.Woodland Park $ 500.00 $ 304.00 $ 186.66 $ 500.00 $ 237.00 $ 434,096.00 $ 399,125.89 $ 604,933.96 $ 583,950.15 $ - $ 584,244.37 Estimated Total Cost for all Areas: Page 71 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.4 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 117.Transfer Station $ 3,420.00 $ 21,000.00 $ 11,580.00 $ 6,700.72 $ 7,600.00 118.Transfer Station Outer $ 3,920.00 $ 8,750.00 $ 26,336.00 $ 19,378.72 $ 7,000.00 $ 7,340.00 $ - $ 29,750.00 $ 37,916.00 $ 26,079.44 $ - $ 14,600.00 No Bid No Bid Attachment E - Estimated Total Cost for all Areas: Page 72 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.5 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 119.All 9 Wtr and WWtr Facilities $ 51,495.00 No Bid $ 98,373.43 $ 48,655.00 $ 117,654.44 No Bid $ 140,650.00 $ 51,495.00 $ - $ 98,373.43 $ 48,655.00 $ 117,654.44 $ - $ 140,650.00 Attachment F - Wtr & WWtr Estimated Total Cost for all Areas: Page 73 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.6 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 120.30050 Berry Creek Dr. $ 900.00 $ 420.32 $ 1,068.00 $ 587.52 121.3010 Williams Dr. $ 1,020.00 $ 502.04 $ 1,068.00 $ 701.76 122.3698 SH 130 $ 2,340.00 $ 1,284.30 $ 2,316.00 $ 1,795.20 123.4300 S. IH-35 SB $ 780.00 $ 321.08 $ 1,068.00 $ 448.80 124.901 E. 15th St. $ 1,260.00 $ 554.57 $ 1,068.00 $ 775.20 125.Airport Road $ 1,500.00 $ 700.52 $ 1,476.00 $ 979.20 126.Wagon Wheel Trail $ 840.00 $ 385.28 $ 1,068.00 $ 538.56 127.DB Wood Rd. $ 1,980.00 $ 995.32 $ 1,836.00 $ 1,391.28 128.FM 1460 $ 1,500.00 $ 700.52 $ 1,320.00 $ 979.20 129.High Tech Dr. $ 540.00 $ 57.21 $ 1,068.00 $ 360.00 130.IH-35 ROW @ 936 IH-35 $ 540.00 $ 15.18 $ 1,068.00 $ 360.00 131.Maple St. $ 4,380.00 $ 3,219.01 $ 4,008.00 $ 3,100.80 132.S. Austin Ave. $ 780.00 $ 163.47 $ 1,068.00 $ 480.00 133.NE Inner Loop $ 1,860.00 $ 690.01 $ 1,296.00 $ 964.51 134.Patriot Way $ 780.00 $ 186.83 $ 1,068.00 $ 480.00 135.Raintree Ditch $ 1,980.00 $ 875.66 $ 1,596.00 $ 1,224.00 136.Rivery Blvd. $ 2,340.00 $ 1,867.01 $ 2,478.96 $ 1,909.44 137.Sam Houston Ave $ 2,460.00 $ 2,106.00 $ 2,916.00 $ 2,244.00 138.Scenic Dr. $ 1,020.00 $ 449.51 $ 1,068.00 $ 628.32 139.SE Inner Loop $ 3,900.00 $ 1,856.39 $ 3,372.00 $ 2,594.88 140.Shell Road $ 540.00 $ 14.59 $ 1,068.00 $ 360.00 141.Simon Road $ 540.00 $ 21.60 $ 1,068.00 $ 360.00 142.Smith Branch Properties $ 2,100.00 $ 1,998.00 $ 2,028.00 $ 1,550.40 143.Southwestern Blvd. $ 780.00 $ 175.13 $ 1,068.00 $ 480.00 144.Triangle at E. 7th and Pine Street $ 540.00 $ 12.27 $ 1,068.00 $ 360.00 145.Williams Dr. (4860 Willaims Dr.) $ 540.00 $ 140.10 $ 1,068.00 $ 480.00 146.Williams Dr. (IH-35 Overpass) $ 540.00 $ 116.76 $ 1,068.00 $ 480.00 147.Wolf Ranch Parkway $ 4,380.00 $ 3,353.01 $ 4,068.00 $ 3,149.76 148.Pond 1 $ 1,980.00 $ 834.06 $ 1,644.00 $ 1,224.00 149.Pond 3 $ 4,380.00 $ 2,218.33 $ 4,044.00 $ 3,100.80 150.Pond 4 $ 5,940.00 $ 4,378.27 $ 7,848.00 $ 6,120.00 151.Pond 5 $ 2,160.00 $ 1,167.55 $ 2,124.00 $ 1,632.00 152.Pond 6 $ 780.00 $ 210.16 $ 1,068.00 $ 480.00 153.Pond 7 $ 780.00 $ 151.78 $ 1,068.00 $ 480.00 154.Pond 8 $ 780.00 $ 151.78 $ 1,068.00 $ 480.00 155.Pond 9 $ 1,860.00 $ 642.15 $ 1,176.00 $ 897.60 156.Pond 10 $ 780.00 $ 332.75 $ 1,068.00 $ 465.12 157.Pond 11 $ 540.00 $ 46.13 $ 1,068.00 $ 360.00 Attachment G-Stormwater Right-of- Way, IH-35 Corridor & Water Quality Ponds Page 74 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.7 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 158.Pond 12 $ 5,100.00 $ 2,451.83 $ 4,404.00 $ 3,427.20 159.Pond 13 $ 540.00 $ 105.07 $ 1,068.00 $ 480.00 160.Pond 14 $ 780.00 $ 297.73 $ 1,068.00 $ 416.16 161.Pond 15 $ 3,900.00 $ 1,868.06 $ 3,360.00 $ 2,611.20 162.Pond 16 $ 2,220.00 $ 1,225.92 $ 2,244.00 $ 1,713.60 163.Pond 17 $ 1,500.00 $ 537.06 $ 1,068.00 $ 750.72 164.Pond 18 $ 1,500.00 $ 531.23 $ 1,068.00 $ 742.56 165.Pond 19 $ 780.00 $ 280.21 $ 1,068.00 $ 480.00 166.Pond 20 $ 1,620.00 $ 700.53 $ 1,284.00 $ 979.20 167.Pond 21 $ 5,460.00 $ 3,385.86 $ 6,072.00 $ 4,732.80 168.Pond 22 $ 540.00 $ 134.26 $ 1,068.00 $ 480.00 169.Pond 23 $ 540.00 $ 110.92 $ 1,068.00 $ 480.00 170.Pond 27 $ 540.00 $ 12.84 $ 1,068.00 $ 360.00 171.Pond 28 $ 540.00 $ 122.59 $ 1,068.00 $ 480.00 172.Pond 29 $ 780.00 $ 280.21 $ 1,068.00 $ 480.00 173.Pond 30 $ 900.00 $ 373.61 $ 1,068.00 $ 522.24 174.Pond 31 $ 9,540.00 $ 7,589.00 $ 13,596.00 $ 10,608.00 175.Pond 32 $ 1,020.00 $ 449.51 $ 1,068.00 $ 628.32 176.Pond 33 $ 1,080.00 $ 513.73 $ 1,068.00 $ 718.08 177.Pond 35 $ 3,840.00 $ 1,809.68 $ 3,264.00 $ 2,529.60 178.Pond 36 $ 5,100.00 $ 4,000.56 $ 5,448.00 $ 4,243.20 179.Pond 38 $ 1,860.00 $ 758.91 $ 1,896.00 $ 1,060.80 180.Pond 39 $ 540.00 $ 122.59 $ 1,068.00 $ 480.00 181.Pond 40 $ 540.00 $ 122.59 $ 1,068.00 $ 480.00 182.Pond 41 $ 1,020.00 $ 420.32 $ 1,068.00 $ 587.52 183.Pond 42 $ 780.00 $ 175.14 $ 1,068.00 $ 480.00 184.Pond 43 $ 3,660.00 $ 1,751.32 $ 4,344.00 $ 2,448.00 185.Pond 44 $ 3,660.00 $ 1,751.32 $ 4,344.00 $ 2,448.00 186.Pond 45 $ 3,900.00 $ 1,926.44 $ 4,584.00 $ 2,692.80 187.Pond 46 $ 540.00 $ 70.05 $ 1,068.00 $ 480.00 188.Pond 47 $ 1,020.00 $ 408.63 $ 1,068.00 $ 9,792.00 189.TxDOT: SE Inner Loop & IH-35 $ 1,980.00 $ 1,715.00 $ 2,667.00 $ 1,764.00 190.TxDOT: SH 29 & IH-35 $ 540.00 $ 44.11 $ 1,869.00 $ 630.00 191.TxDOT: Williams Dr. & IH-35 $ 1,140.00 $ 1,614.65 $ 2,667.00 $ 691.20 192.TxDOT: Lakeway Dr. & IH-35 $ 4,500.00 $ 2,393.45 $ 3,231.00 $ 2,214.00 193.TxDOT: SE Inner Loop & IH-35 $ 2,460.00 $ 1,576.18 $ 2,133.00 $ 1,458.00 194.TxDOT: Williams Dr. & IH-35 $ 1,860.00 $ 758.91 $ 1,044.00 $ 702.00 195.TxDOT: SH 29 & IH-35 $ 2,340.00 $ 1,401.04 $ 1,899.00 $ 1,296.00 196.TxDOT: Leander Rd. & IH-35 $ 4,380.00 $ 2,159.95 $ 2,358.00 $ 1,998.00 197.TxDOT: Lakeway Dr. & IH-35 $ 540.00 $ 350.00 $ 1,869.00 $ 840.00 198.1804 Leander St. $ 1,140.00 $ 519.56 $ 1,176.00 $ 640.80 199.1808 Quail Valley Dr. $ 1,860.00 $ 32.10 $ 1,296.00 $ 792.00 200.2100 Hutto Rd. $ 2,460.00 $ 1,517.81 $ 3,780.00 $ 1,872.00 No Bid No Bid No Bid Page 75 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.8 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 201.215 E. 21st St. $ 540.00 $ 122.58 $ 1,080.00 $ 480.00 202.2300 Tower Dr. $ 540.00 $ 43.77 $ 1,080.00 $ 360.00 203.City Property (2406 Northwest Blvd.) $ 840.00 $ 350.27 $ 1,080.00 $ 432.00 204.4104 Northwest Blvd. $ 4,380.00 $ 2,206.65 $ 3,996.00 $ 2,721.60 205.Airport Rd. $ 5,460.00 $ 3,969.63 $ 7,128.00 $ 4,896.00 206.Ash St. $ 780.00 $ 198.47 $ 1,080.00 $ 480.00 207.Blue Springs Blvd. $ 1,020.00 $ 502.04 $ 1,080.00 $ 619.20 208.Bridge St. $ 540.00 93.41$ $ 1,080.00 $ 480.00 209.Carlson Cv. $ 840.00 $ 385.28 $ 1,080.00 $ 475.20 210.Clay St. $ 780.00 $ 180.96 $ 1,080.00 $ 480.00 211.Commerce Blvd. $ 1,140.00 $ 583.76 $ 1,080.00 $ 720.00 212.DB Wood Rd. $ 780.00 $ 169.28 $ 1,080.00 $ 480.00 213.Ditch next to 406 4th St. $ 780.00 $ 192.65 $ 1,080.00 $ 480.00 214.E. 10th St. & Pine St. $ 540.00 $ 99.24 $ 1,080.00 $ 480.00 215.E. 20th St. $ 540.00 $ 18.09 $ 1,080.00 $ 360.00 216.E. 21st St. (Flume at end of Ash) $ 540.00 $ 21.60 $ 1,080.00 $ 360.00 217.E. 21st St. (S. Main to S. Church) $ 2,340.00 $ 1,284.29 $ 2,340.00 $ 1,584.00 218.E. 2nd. St $ 780.00 $ 175.14 $ 1,080.00 $ 480.00 219.E. Morrow St. $ 780.00 $ 309.39 $ 1,080.00 $ 381.60 220.Enclave Trail $ 780.00 $ 169.28 $ 1,080.00 $ 480.00 221.Fontana Dr. (ditch) $ 1,140.00 $ 542.91 $ 1,080.00 $ 669.60 222.Fontana Dr. $ 780.00 $ 332.75 $ 1,080.00 $ 410.40 223.High Tech Dr. $ 540.00 $ 53.71 $ 1,080.00 $ 360.00 224.Hogg St. $ 540.00 $ 33.86 $ 1,080.00 $ 360.00 225.Hutto Rd. $ 960.00 $ 478.69 $ 1,080.00 $ 590.40 226.Island $ 540.00 $ 29.60 $ 1,080.00 $ 360.00 227.Lakeway Dr. $ 5,580.00 $ 4,138.92 $ 7,440.00 $ 5,104.80 228.Leander Rd. $ 2,340.00 $ 1,225.92 $ 2,256.00 $ 1,512.00 229.Maple St. $ 6,300.00 $ 4,845.28 $ 8,736.00 $ 5,976.00 230.Memorial Dr. $ 2,400.00 $ 1,500.29 $ 2,736.00 $ 1,850.40 231.N. Austin Ave. $ 780.00 $ 256.85 $ 1,080.00 $ 480.00 232.NE Inner Loop $ 2,040.00 $ 1,050.79 $ 2,016.00 $ 1,296.00 233.Northwest Blvd. $ 780.00 $ 332.75 $ 1,080.00 $ 410.40 234.Old Airport Rd. $ 1,860.00 $ 817.27 $ 1,596.00 $ 1,008.00 235.Park Central Blvd. $ 1,140.00 $ 537.07 $ 48.00 $ 662.40 236.Patriot Way $ 780.00 $ 169.28 $ 1,080.00 $ 480.00 237.Quail Valley Dr. $ 780.00 $ 163.46 $ 1,080.00 $ 480.00 238.Rivery Blvd. $ 1,860.00 $ 758.90 $ 1,476.00 $ 936.00 239.Rivery Blvd. Extension (306 Shannon) $ 780.00 $ 321.08 $ 1,080.00 $ 396.00 240.Rivery Blvd. Extension (307 Shannon) $ 780.00 $ 221.84 $ 1,080.00 $ 480.00 Page 76 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.9 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 241.Rivery Blvd. Extension (1525 Park Ln.) $ 780.00 $ 291.89 $ 1,080.00 $ 480.00 242.Rivery Blvd. Extension (1214 Park Ln.) $ 780.00 $ 251.03 $ 1,080.00 $ 480.00 243.S. Austin Ave. $ 780.00 $ 157.62 $ 1,080.00 $ 480.00 244.SE Inner Loop $ 540.00 $ 32.11 $ 1,080.00 $ 360.00 245.Shell Rd. (Near 1121 Shell Rd.) $ 1,860.00 $ 758.90 $ 1,188.00 $ 936.00 246.Shell Rd. (at Senora Trace) $ 4,140.00 $ 2,101.57 $ 3,816.00 $ 2,592.00 247.Smith Creek Rd. $ 780.00 $ 157.62 $ 1,080.00 $ 480.00 248.Southwestern Blvd. $ 2,340.00 $ 1,401.05 $ 2,700.00 $ 1,728.00 249.Sudduth Dr. $ 840.00 $ 426.15 $ 1,080.00 $ 525.60 250.Texstar Dr. $ 540.00 $ 75.89 $ 1,080.00 $ 480.00 251.Tower Dr. $ 540.00 $ 28.61 $ 1,080.00 $ 360.00 252.Trails End Dr. $ 780.00 $ 192.65 $ 1,080.00 $ 480.00 253.Vine St. City Property $ 780.00 $ 87.57 $ 1,080.00 $ 480.00 254.Vine St. Parcel $ 540.00 $ 43.77 $ 1,080.00 $ 360.00 255.W. 17th St. Island $ 540.00 $ 29.77 $ 1,080.00 $ 360.00 256.W. 22nd St. $ 780.00 $ 151.77 $ 1,080.00 $ 480.00 257.Wildwood Dr. $ 2,040.00 $ 1,091.64 $ 2,016.00 $ 1,346.40 258.Willaims Dr. $ 9,540.00 $ 9,852.00 $ 14,796.00 $ 10,396.80 259.Woodlake Dr. $ 780.00 $ 210.15 $ 1,080.00 $ 480.00 $ 240,300.00 $ - $ 127,913.89 $ 279,819.96 $ - $ 183,049.15 Estimated Total Cost for all Areas: Page 77 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.10 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 260.Mowing (per acre) $ 35.00 $ 75.00 $ 32.08 $ 45.00 $ 45.00 $ 68.00 261.Tractcor Mowing (per acre) $ 45.00 $ 50.00 $ 51.33 $ 75.00 $ 65.00 $ 50.00 262.Lawn Fertilization (Labor) $ 26.00 $ 40.00 $ 34.00 $ 29.00 No Bid $ 23.00 263.Lawn Pest Control (Labor) $ 26.00 $ 40.00 $ 34.00 $ 29.00 No Bid $ 23.00 264.Lawn and Plant Bed Pre-Emergent (L) $ 26.00 $ 40.00 $ 34.00 $ 29.00 No Bid $ 23.00 265.Lawn and Plant Bed Post-Emergent (L) $ 26.00 $ 40.00 $ 34.00 $ 29.00 No Bid $ 23.00 266.Fire Ant Preventative (Labor) $ 26.00 $ 40.00 $ 34.00 $ 29.00 No Bid $ 23.00 267.Walkway & Curb Edging (Labor) $ 26.00 $ 36.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 268.Trimming (Labor) $ 26.00 $ 36.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 269.Sod Installation (Labor) $ 26.00 $ 36.00 $ 31.00 $ 29.00 $ 38.00 $ 25.00 270.Plant Bed & Tree Well Maint (Labor) $ 26.00 $ 36.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 271.Mulch Installation (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 272.Shrub/Plant Maint (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 273.Shrub/Plant Install (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 25.00 274.Dead Plant Replacement (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 25.00 275.Native Landscaping Maint. (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 276.Seasonal Color Install (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 277.Prune Ground Cover (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 278.Weeding (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 279.Hard Surface Maint. (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 280.Cleanup/Trash Pickup (Labor) $ 26.00 $ 40.00 $ 31.00 $ 29.00 $ 38.00 $ 23.00 281.Irrigation Repairs: Parts (% markup)5.00%80.00% $ 0.50 50.00% No Bid 15.00% 282.Irrigation Repairs: Labor $ 5.00 $ 90.00 $ 45.00 $ 50.00 No Bid $ 15.00 283.Landscaping Products: Plants (%)5.00%80.00% $ 0.50 50.00%25.00%15.00% 284.Landscaping Products: Mulch (%)5.00%80.00% $ 0.50 50.00%25.00%15.00% 285.Landscaping Products: Sod (%)5.00%80.00% $ 0.50 50.00%25.00%15.00% 286.Landscaping Products: Trees (%)5.00%80.00% $ 0.50 50.00%25.00%15.00% 287.Landscaping Products: Lawn Fertil. (%)5.00%80.00% $ 0.50 50.00%No Bid 15.00% 288.Landscaping Products: Pre-Emerg. (%)5.00%80.00% $ 0.50 50.00%No Bid 15.00% 289.Landscaping Products: Post-Emer. (%)5.00%80.00% $ 0.50 50.00%No Bid 15.00% 290.Landscaping Products: Fire Ant Pre. (%)5.00%80.00% $ 0.50 50.00%No Bid 15.00% No Bid Attachment H - Optional Services Page 78 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.11 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 291.Landscaping Products: Weed Pre. (%)5.00%80.00% $ 0.50 50.00%No Bid 15.00% 292.Tree Trimming (Labor) $ 26.00 $ 40.00 $ 31.00 $ 85.00 No Bid $ 290.00 Page 79 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.12 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 293.ACM LS $ 1,365.00 $ 392.00 $ 945.00 $ 1,365.42 $ 630.00 $ 840.00 294.Airport $ 1,365.00 $ 661.49 $ 1,260.00 $ 1,365.42 $ 840.00 $ 771.12 295.Andice PS $ 945.00 $ 3.43 $ 840.00 $ 1,365.42 $ 840.00 $ 630.00 296.Berry Creek LS $ 945.00 $ 257.25 $ 1,050.00 $ 1,365.42 $ 630.00 $ 840.00 297.Blue Hole LS $ 945.00 $ 17.15 $ 840.00 $ 1,365.42 $ 630.00 $ 630.00 298.Braun EST $ 1,995.00 $ 1,224.99 $ 1,890.00 $ 1,365.42 $ 1,470.00 $ 1,428.00 299.Carriage Oaks EST $ 1,365.00 $ 636.99 $ 1,680.00 $ 1,365.42 $ 1,470.00 $ 742.56 300.Central EST $ 1,365.00 $ 404.25 $ 1,365.00 $ 1,365.42 $ 945.00 $ 840.00 301.Cimarron Hills LS # 1 $ 945.00 $ 60.03 $ 840.00 $ 1,365.42 $ 840.00 $ 630.00 302.Cimarron Hills LS # 2 $ 945.00 $ 66.15 $ 840.00 $ 1,365.42 $ 840.00 $ 630.00 303.Country Club LS $ 945.00 $ 341.52 $ 1,150.00 $ 1,365.42 $ 680.00 $ 930.00 304.Crystal Knoll LS $ 945.00 $ 171.50 $ 945.00 $ 1,365.42 $ 630.00 $ 840.00 305.Daniels 1 $ 3,675.00 $ 2,327.50 $ 1,890.00 $ 2,604.42 $ 1,470.00 $ 2,713.20 306.Escalera EST $ 1,365.00 $ 465.50 $ 1,155.00 $ 1,365.42 $ 945.00 $ 840.00 307.GT Meadows LS $ 945.00 $ 12.25 $ 840.00 $ 1,365.42 $ 840.00 $ 630.00 308.Highlands at Mayfield LS $ 945.00 $ 36.75 $ 840.00 $ 1,365.42 $ 630.00 $ 630.00 309.Hoover PS $ 1,995.00 $ 1,347.50 $ 1,890.00 $ 1,407.42 $ 1,470.00 $ 1,570.80 310.Indian Creek LS $ 945.00 $ 1.23 $ 630.00 $ 1,365.42 $ 630.00 $ 630.00 311.Interceptor LS $ 945.00 $ 52.68 $ 840.00 $ 1,365.42 $ 1,050.00 $ 630.00 312.Irving PS $ 3,780.00 $ 2,327.50 $ 1,365.00 $ 2,604.21 $ 1,470.00 $ 2,713.20 313.James St. EST $ 945.00 $ 343.00 $ 1,155.00 $ 1,365.42 $ 945.00 $ 840.00 314.Jennings Branch EST $ 2,835.00 $ 1,837.50 $ 1,365.00 $ 2,058.21 $ 1,575.00 $ 2,142.00 315.Katy Crossing LS $ 945.00 $ 24.50 $ 1,155.00 $ 1,365.42 $ 630.00 $ 630.00 316.Lakeside LS $ 945.00 $ 44.10 $ 1,155.00 $ 1,365.42 $ 840.00 $ 630.00 317.Leander EST PS $ 1,680.00 $ 111.48 $ 2,265.00 $ 2,327.44 $ 995.00 $ 1,699.48 318.Mayfield Ranch LS $ 945.00 $ 159.25 $ 1,470.00 $ 1,365.42 $ 630.00 $ 840.00 319.Northlake PS $ 1,029.00 $ 401.54 $ 1,250.00 $ 1,366.26 $ 890.00 $ 1,930.00 320.Oaks at San Gabriel LS $ 945.00 $ 245.00 $ 1,470.00 $ 1,365.42 $ 945.00 $ 840.00 321.Park LS $ 945.00 $ 20.83 $ 840.00 $ 1,365.42 $ 630.00 $ 630.00 322.Park Reclaim $ 1,365.00 $ 441.00 $ 1,575.00 $ 1,365.42 $ 945.00 $ 840.00 323.Pastor PS $ 1,470.00 $ 943.25 $ 1,890.00 $ 1,365.42 $ 1,050.00 $ 1,099.56 324.Plesant Valley LS $ 945.00 $ 25.73 $ 840.00 $ 1,365.42 $ 630.00 $ 630.00 325.Rabbit Hill PS GS $ 1,365.00 $ 465.50 $ 1,365.00 $ 1,365.42 $ 945.00 $ 840.00 326.Rail Road LS $ 945.00 $ 12.25 $ 945.00 $ 1,365.42 $ 630.00 $ 630.00 327.River Rd. LS # 1 and # 2 $ 945.00 $ 14.70 $ 840.00 $ 1,365.42 $ 630.00 $ 630.00 328.RR 1869 PS $ 1,365.00 $ 784.00 $ 1,365.00 $ 1,365.21 $ 1,470.00 $ 913.92 329.Scenic LS $ 945.00 $ 12.25 $ 630.00 $ 1,365.21 $ 630.00 $ 630.00 330.Schneider Well $ 1,785.00 $ 1,225.00 $ 1,365.00 $ 1,365.21 $ 1,470.00 $ 1,428.00 331.Sequoia PS $ 3,675.00 $ 2,450.00 $ 2,135.00 $ 3,610.21 $ 1,730.00 $ 3,256.00 332.Smith Branch LS $ 945.00 $ 281.75 $ 945.00 $ 1,365.21 $ 840.00 $ 840.00 333.Southwestern LS $ 945.00 $ 208.25 $ 1,260.00 $ 1,365.42 $ 840.00 $ 840.00 334.Stonehenge LS $ 945.00 $ 134.75 $ 945.00 $ 1,365.21 $ 630.00 $ 840.00 Attachment L - Wtr Dist. & Coll. No Bid Page 80 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.13 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction 335.Stonewall PS $ 1,995.00 $ 1,347.50 $ 1,470.00 $ 1,365.21 $ 1,470.00 $ 1,570.80 336.Sun City EST $ 1,785.00 $ 1,200.50 $ 1,680.00 $ 1,365.42 $ 1,050.00 $ 1,399.44 337.Sun City LS $ 1,365.00 $ 428.75 $ 1,825.00 $ 1,365.45 $ 890.00 $ 1,240.00 338.Sunny Trail LS $ 945.00 $ 67.38 $ 945.00 $ 1,365.42 $ 630.00 $ 630.00 339.Terravista LS $ 945.00 $ 122.50 $ 945.00 $ 1,365.42 $ 630.00 $ 630.00 340.Well 5 $ 1,029.00 $ 336.62 $ 1,480.00 $ 1,366.26 $ 680.00 $ 1,930.00 341.Well 8 $ 945.00 $ 306.25 $ 1,070.00 $ 1,365.63 $ 995.00 $ 1,240.00 342.Well 9 $ 1,029.00 $ 375.82 $ 1,565.00 $ 1,366.26 $ 890.00 $ 1,930.00 343.Westinghouse LS $ 945.00 $ 53.90 $ 630.00 $ 1,365.21 $ 630.00 $ 630.00 344.Wolf Ranch LS $ 945.00 $ 12.25 $ 630.00 $ 1,365.21 $ 630.00 $ 630.00 345.Woods PS $ 1,365.00 $ 735.00 $ 1,215.00 $ 1,827.24 $ 890.00 $ 1,256.80 $ 70,812.00 $ - $ 25,979.72 $ 64,775.00 $ 79,249.55 $ 48,855.00 $ 56,794.88 Estimated Total Cost for all Areas: Page 81 of 509 Solicitation Tabulation FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the proposals, and is not intended to replace a complete detailed evaluation of each proposal.14 Department/Division: Citywide Item #Description Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost Estimated Annual Cost ITB# 201722: Landscaping, Grounds Maintenance and Right-of-Way Mowing Opening Date: March 27, 2017 @ 2:00 Abescape Group, LLC Stillwater Site Services Maldonado Nursery & Landscaping Heart of Texas Landscape We Mow It Plus BrightView Landscape Services Elk Ridge Construction pending certification Subcontracted Subcontracted Addendum No. 1 acknowledged 1 Original, 1 Copy & 1 Digital Copy Addendum No. 2 acknowledged Addendum No. 3 acknowledged Certified Arborist Licensed Irrigator Pesticide Applicator License Certificate of Acknowledgment Attachment A - Bidder's Info Form Attachment B - Best Value Reference Sheet Addendum No. 4 acknowledged Addendum No. 5 acknowledged Addendum No. 6 acknowledged Page 82 of 509 ATTACHMENT A BIDDER’S INFORMATION FORM Company Name: BrightView Landscape Services Inc. This form allows bidders to provide a summary of bidder’s qualifications, demonstration of skills, knowledge and experience to provide the requested services specified herein for Landscaping, Grounds Maintenance and Right-of-Way Mowing (“Services”). Please attach additional documentation as needed. Business history and experience: Number of years’ experience in Services: Over 75 years of landscape industry experience Number of organizations/businesses provided for: Approximately 1,900 Texas Local Clients and approximately 25,000 national clients Type of organizations/businesses provided for: All commercial landscape including Fortune 500 corporate headquarters, Texas State Dept., City Services, research & development centers, office parks, college campuses, master-plan communities and streetscapes and other large prestigious properties. Number of years the Company has done business with the City of Georgetown (if applicable): 1.5 years Business Location/Proximity to the City of Georgetown: 15 miles, however, if we partner with the City of Georgetown there will be a “Direct Report” customer service team reporting directly to the City of Georgetown. Subcontractors, Bidder intends to use while providing Services and their role in providing Services (if applicable and Bidder shall provide Attachment A and B for each Subcontractor) Legacy Arbor Care Certifications, Accreditation or Licenses held (provide name of employee and certification(s) held: (A copy of all Certifications, Accreditations and Licenses shall be submitted with bid response) Please see Documents attached Page 83 of 509 Equipment: List any and all equipment your firm owns or leases and will be using by your crews to perform the Services. Initial list of equipment includes an F-250 pickup truck, 14’ Open Trailer, 72” Exmark Laser Z , 60” Exmark Laser Z , 48” Exmark Laser Z , 32” Exmark Laser Z , Toro Pro Force blower, Echo line trimmer, Echo stick edger, Echo hedge trimmer, Echo backpack blower, Articulating extended hedge trimmer, Standard Chainsaw, Hand pruners, Loppers, Hand saws, Shears, Proper PPE, Toyota Tacoma, and Tractor with shredder attachment. ATTACHMENT A BIDDER’S INFORMATION FORM Number of Personnel to be assigned to the City’s Account(s): List the types, titles and number of employees for each Segment Bidder is submitting a response for. 1 Account Manager, 2 Production Managers, 1 Licensed Irrigation Manager, 1 Licensed Irrigation Technician, and 12 crew members. Bidder’s Capability and Experience Statement: Provide a short narrative statement on the ability and capacity of your firm to supply the City with the Services as specified herein. Bidder may attach additional documentation if needed. BrightView draws our many competitive advantages from the following: Our Values – For over 75 years, BrightView has remained true to our company’s values of trust, honesty, respect, teamwork and excellence. These values have been the cornerstone of the quality we deliver and the driving force behind our success as a leader in the landscape industry. We believe that our dedication to these values can be seen in both the quality of our work and our commitment to give back to our local communities. It is not only our responsibility, but a privilege to give back to the communities in which we live and work. Our Culture – We operate each day in a culture which has been nurtured for over 75 years. We treat our customers, employees and vendors as we would want to be treated. By doing business by the golden rule, we lead our industry in both annual contract renewals (customer satisfaction) and employee retention (employee satisfaction). Your company can count on BrightView to conduct our business with the highest of ethical standards. Page 84 of 509 Our People – BrightView is led by a talented group of professionals committed to fulfilling and furthering the vision upon which we were founded in 1939––to go above and beyond the expectations of our clients while practicing our core values of trust, honesty, respect, teamwork and excellence. Our structure provides a supportive, family environment where our team members are recognized for their talents and challenged to grow beyond their comfort zones. The contribution of our outstanding team members at all levels of the organization has enabled us to become the premier provider of landscape services in the nation Many BrightView employees join us in our extensive college intern program. Others may come from other firms or their own businesses. Regardless, BrightView selects and hires only the best candidates. Our job descriptions are clear and core competencies are strategically identified for each job type. Our team interview process fosters team acceptance. Our people: • Firmly believe that pleasing the customer is why we are in business. • Do whatever it takes to get the job done right • Have a passion for quality and achieving results • Are excited by constant learning and continuous improvement • Make decisions guided by the highest business ethics • Are willing to follow best practice and processes • Are motivated by team success rather than individual success Our Processes – quality has been BrightView’s principal business strategy for over 75 years. During the mid 1980’s, in an effort to better quantify and measure quality, Dick Brickman attended Dr. W. Edwards Deming seminars. This began an intensive focus throughout our organization on continuous improvement of defined processes known globally as Total Quality Management (TQM). Through this focus on continuous improvement, we have dramatically increased our company’s efficiencies, allowing us to hold and in some cases lower prices on long-term contracts. Page 85 of 509 By 1990, in our ongoing quest to evolve and improve, BrightView became immersed in Eli Goldratt’s Theory of Constraints to more effectively manage the peak demands inherent to our seasonal business. It’s through this focus on continuous improvement, our willingness to look outside our industry to accelerate our rate of learning and our passion to better serve our customers that keeps BrightView the recognized green industry leader. Organizational Structure – BrightView’s branch structure allows our teams to be small, responsive and geographically close to your sites. Behind all branches are major regions and markets which provide extensive resources in all areas including horticulture, management, equipment, leadership, ongoing training, education, human resources and financial management. Refined Management Information Systems and Production Planning Processes – The use of an integrated job management system allows our staff to accurately estimate new work, estimate staffing levels on a week to week basis and project material and equipment needs. This production planning results in our site supervisor’s ability to proactively plan and deliver services in a timely and qualitative manner. Our Experience – Doing business now for over 75 years, BrightView serves scores of Fortune 500 corporate headquarters, research & development centers, office parks, college campuses and other large prestigious properties. Chances are that when a problem arises, we have successfully solved it in the past. Through droughts and blizzards, prolonged rains, shrinking budgets, and emergencies of all descriptions, our tenured project management, supervisory staff and team have effectively and efficiently solved a similar problem. ITB No. 201722 Landscaping, Grounds Maintenance and Right-of-Way Mowing Page | 48 Page 86 of 509 ATTACHMENT B BEST VALUE REFERENCE SHEET Company Name: BrightView Landscape Services, Inc. Provide the name, address, telephone number and E-mail address of at least three (3) firms of comparable size to the City, or larger, that have procured similar goods/services with the last two (2) years. Companies with a previous work history with the City must also provide updated references. References may be checked prior to award. Any negative responses received may result in disqualification. 1. COMPANY NAME: Sun City Texas By Del Webb ADDRESS 2 Texas Drive 78633 Georgetown TX PHONE NUMBER 512-948-7411 CONTACT PERSON David Hahn EMAIL ADDRESS David.Hahn@SCTexas.org SERVICES PROVIDED Comprehensive Landscape maintenance, Irrigation Maintenance, Landscape Design and Install, Hardscape Install and Irrigation Install. 2. COMPANY NAME: Dell Corporate Campuses ADDRESS1 Dell Way, Round Rock Texas PHONE NUMBER512-538-9231 CONTACT PERSON Santiago Carela EMAIL ADDRESS Santiago_Carela@dellteam.com SERVICES PROVIDED Comprehensive landscape maintenance, Irrigation system management and installation and design installation of exterior grounds. 3. COMPANY NAME: The Woodlands Texas ADDRESS 1790 Hughes Landing Blvd | Suite 400 | The Woodlands, TX 77380 PHONE NUMBER 281-719-6100 CONTACT PERSON Marcus Fiedler EMAIL ADDRESS MFiedler@thewoodlands.com SERVICES PROVIDED Comprehensive landscape maintenance, Irrigation system management and installation and design installation of exterior grounds. Page 87 of 509 4. COMPANY NAME: Westminster Manor ADDRESS 3100 Jackson Ave. Austin TX, 78731 PHONE NUMBER (512) 600-7313 CONTACT PERSON Sara Loyd EMAIL ADDRESS Sarah@WManor.com SERVICES PROVIDED Comprehensive landscape maintenance, Irrigation system management and installation and design installation of exterior grounds. 5. COMPANY NAME: City of Georgetown ADDRESS 3100 Georgetown Village PHONE NUMBER 512-931-6013 CONTACT PERSON Jamie Beran EMAIL ADDRESS Jamie.Beran@Georgetown.org SERVICES PROVIDED Comprehensive landscape maintenance, Irrigation system and management of exterior grounds. Page 88 of 509 Page 89 of 509 Page 90 of 509 Page 91 of 509 Page 92 of 509 Page 93 of 509 Page 94 of 509 Page 95 of 509 Page 96 of 509 Page 97 of 509 Page 98 of 509 Page 99 of 509 Page 100 of 509 Page 101 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m the G eo rgetown Economi c Devel o pment Corporati on (GEDCO): Consideration and possible action to approve an amendment to the agreement between GEDCO and Rentsc hl er B rewi ng LLC -- Michaela Dollar, Director of Eco nomic Development ITEM SUMMARY: At its September 1 9, 2 01 7 meeting, GEDCO appro ved incentives for Rentschler Brewing LLC with the following motio n: Moti o n by Parker, second by Jonrowe finding that the P roject Hop infrastructure expenditures are necessary to promote or develo p expanded business e nterprises and authorizing the GEDCO P resident to sign a Performanc e Agreeme nt with P roject Hop as discussed in Executive Session. (Approve d 5-0 /Mateja recused) The agreement between GEDCO and Rentschler Bre wing, LLC was then approve d by City Council o n Oc to ber 11, 2 01 6. Under the terms o f the agreement, Re ntschler was to "complete the capital expenditures related to the expansion on or before March 1, 2017." Construction of the expansio n and installation o f the new equipment was not 100% completed by March 1 . Ho wever, Rentschler has been wo rking very closely with City permitting staff and is currently operating under a temporary Certificate of Occupancy. Rentschler expects to finalize the expansion co nstruction so on and asks for an extension on the agreement completio n date. Then, at its April 17, 2017 meeting, GEDCO approved the timeline extension and directed staff to bring the amendment to City Council. Now, therefo re, staff respectfully requests that City Council appro ve the attached First Amendment to the Performance Agreement Rentschler Brewing LLC. FINANCIAL IMPACT: None SUBMITTED BY: Michaela Dollar, Directo r of Economic Developme nt ATTACHMENT S: Description Amendment Page 102 of 509 {00009379 / v / / ECODEVO / RENTSCH / 04/13/2017} FIRST AMENDMENT TO THE PERFORMANCE AGREEMENT RENTSCHLER BREWING LLC This First Amendment to the Performance Agreement ("First Amendment") is entered into by and between Rentschler Brewing LLC, a Texas Limited Liability Company (“Rentschler”) and the Georgetown Economic Development Corporation (“GEDCO”). WHEREAS, on October 11, 2016, the City Council of the City of Georgetown ("City") approved that certain GEDCO Performance Agreement for Rentschler Brewing LLC (the "Original Agreement") which, among other things, provided for reimbursement to Rentschler of certain capital expenditures related to expansion of Rentschler’s existing facility at 2500 NE Inner Loop, Georgetown, Texas, (the “Property”); WHEREAS, the Parties wish to amend the Original Agreement to extend the date on which Rentschler must complete the qualified expenditures subject to reimbursement; WHEREAS, at its regular meeting on December 31, 2017, GEDCO considered the request for an amendment to the Original Agreement and approved the request; and NOW THEREFORE, for and in consideration of the promises and mutual agreements set forth therein, the Parties hereby agree as follows: 1. Section 3, “Qualified Expenditures” of the Original Agreement is hereby amended to provide as follows: Qualified Expenditures. Rentschler covenants and agrees to complete the Qualified Expenditures related to the expansion on or before October 1, 2017. Rentschler covenants and agrees to document the capital investment in a form reasonably acceptable to GEDCO. 2. Except as specifically amended herein, all provisions of the Original Agreement are hereby acknowledged and ratified by the parties hereto to be in full force and effect. 3. Unless defined differently herein or the context clearly requires otherwise, each capitalized term used in this First Amendment shall have the meaning ascribed to such term in the Original Agreement. 4. This First Amendment may be executed in several counterparts, each of which shall be deemed an original. The signatures to this First Amendment may be executed on separate pages, and when attached to this First Amendment shall constitute one (1) complete document. Page 103 of 509 {00009379 / v / / ECODEVO / RENTSCH / 04/13/2017} EXECUTED by the Parties to be effective on the date of approval of this First Amendment by the City Council of the City of Georgetown, Texas (the “Effective Date”). GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION By: ____________________________________ _________________________, President THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the __ day of _________, 2017, by ______________________________ in his capacity as President of the Georgetown Economic Development Corporation (“GEDCO”), on behalf of GEDCO. ________________________________________ Notary Public in and for the State of Texas ATTEST: By: ____________________________________________ ____________________, GEDCO Corporate Secretary Page 104 of 509 {00009379 / v / / ECODEVO / RENTSCH / 04/13/2017} RENTSCHLER BREWING LLC, A Texas Limited Liability Company By: ____________________________________ Printed Name: ______________________________ Title: ____________________________________ THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the __ day of _________, 2017, by __________________, _______________________ of Rentschler Brewing LLC, on behalf of said company. __________________________________________ Notary Public in and for the State of Texas Page 105 of 509 {00009379 / v / / ECODEVO / RENTSCH / 04/13/2017} CERTIFICATION OF CITY COUNCIL APPROVAL I hereby certify that the foregoing First Amendment of the Georgetown Economic Development Corporation and the Project described therein was approved by the City Council of the City of Georgetown, Texas on the __ day of _____________, 2017. THE CITY OF GEORGETOWN By: ____________________________________ Dale Ross, Mayor By: ____________________________________ Shelley Nowling, City Secretary APPROVED TO AS TO FORM: By: _____________________________________ City Attorney Page 106 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m G eorg etow n Uti l i ty Systems Advi so ry B oard (G US): Consideration and possible action to approve an agreement with Paymentus Co rpo rati on for el ectroni c bi l l presentment, credi t card pr ocessi ng, and outbound noti fi cati on servi ces in the amount of $430,000.00 to be implemented in co njunctio n with the UMAX Custome r Info rmation System -- Letic ia Zavala, Customer Care Directo r ITEM SUMMARY: Each year, the City contracts with 3rd party vendors to provide billing related services, including credit c ard and electronic billings vendors that support utility billing o pe ratio ns. The new UMAX/CIS software will affect these service contracts, enabling co nso lidation with one vendor and reducing overall costs. A. Cr e di t card processi ng o Incode System: Inco de stores credit card information for recurring payments within the so ftware and sends it directly to the credit card processor monthly. This does no t comply with current Payme nt Card Industry (P CI) rules because o f the increased fraud risk. o UMAX System: UMAX does not store credit card info rmation, rather they store a to ken that represents the credit c ard info rmation. Be st prac tic e s re quire that re c urring c re dit card payments use this token or “to kenization” as a means to transfer credit card info rmation to the processo r mo nthly. Our curre nt credit card processor, Elavo n, do es not support “tokenization” which was a major reason for evaluating alternatives. B . El e c tr oni c bi l l presentment o Incode System: Incode sends a data file to our 3rd party bill print provider (Dataprose). This file allows them to handle all printing, mailing, and electronic presentme nt (e-bills) for the utility bills. o UMAX System: After the implementatio n of UMAX, the billing informatio n will be sent to Dataprose in a .pdf format. This allo ws us to manage bill content and reduce dependence on the 3rd party ve ndor. Dataprose cannot provide e lectronic bill presentment (e-bills) from a .pdf format, therefore an alternative process was evaluate d. C. Outbound customer noti fi cati ons (auto mated phone cal l s) o Incode System: Incode suppo rts auto mated phone calls within their software. We currently use this functio nality to no tify customers when their payments have not be e n received. This allows us to inc orpo rate up to three (3) notifications in o ur past due billing process. o UMAX System: UMAX does not support automated phone calls within their system. Typically this functio nality is outside o f the CIS environment and handle d via a 3 rd party vendo r or through specialized IT systems. Paymentus provides this notification service within its pro duct and will allow us to maintain the current level of service. STAF F RECOMMENDATION: Staff recommends approval of an agreement with Paymentus Corporation for e lectronic bill presentment, credit c ard processing, and outbound notification services in the amount of $43 0,000.00 to be implemented in c onjunction with the UMAX Custome r Info rmation system. B OARD RECOMMENDATION: This item was unanimously approved for recommendation to Council by the GUS Board at their meeting held on April 1 4, 2017. FINANCIAL IMPACT: This is a contract to consolidate services to one vendor reducing costs by $2 30 ,00 0.00. The vendo r use s a flat pric ing model which co ntributes to the o verall savings. The savings will be budgeted in ne xt year ’s 2017/18 budget. The implementation of the P aymentus software will coinc ide with the GO-LIVE of the ne w UMAX/CIS software sche duled for early 2018. An overview of the estimated savings is below: Page 107 of 509 SUBMITTED BY: Leticia Zavala, Custo mer Care Director (skm) ATTACHMENT S: Description P aymentus Agreement Page 108 of 509 Page 109 of 509 Page 110 of 509 Page 111 of 509 Page 112 of 509 Page 113 of 509 Page 114 of 509 Page 115 of 509 Page 116 of 509 Page 117 of 509 Page 118 of 509 Page 119 of 509 Page 120 of 509 Page 121 of 509 Page 122 of 509 Page 123 of 509 Page 124 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m the G eo rgetown Transportati on Enhancement Corporati on (G TEC): Consideration and possible action to approve an amendment to Task Order KPA-15-001 with Kasberg, Patrick & Asso ciates, LP of Georgetown, Texas, for professional services related to the Rivery Bo ulevard Extensio n Pro ject, in the amount of $172,720.00 -- Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: The amendment is being requested to co ver the costs of additional work not c ontained within the original scope of services on the Rive ry Bo ulevard Extension Proje c t. Maples and Associates has undertaken, at the City's request and the demands of the pro ject, a greater number of parc e l acquisitions, meetings and c oo rdination events than was o riginally included in the task order sco pe. Nine (9) additional relocations have been adde d to the proje c t since the task order was issued, leading to a substantial increase in work lo ad and effort. Additionally, since neither funding nor a definite construction start date were se t originally, the o riginal scope did no t include bidding o r c onstruction management suppo rt. Finally, staff has also asked the engineer to design a left turn lane o n southbound Rivery at Williams Drive (for traffic turning we st/towards Sun City) and include that wo rk in the ultimate bid package. That additional effort, along with coordination effort with the NW Blvd Bridge engineer is included in this amendment. G TEC BOARD RECOMMENDATION: The GTEC Board me eting was after the due date fo r Co uncil items. Board recommendation will be delivered at the dais. STAF F RECOMMENDATION: Staff recomme nds appro val of the proposed amendment. ROW acquisition are mo ving fo rward aggressively and staff is optimistic the proje c t will be bid in late 2017. FINANCIAL IMPACT: The additional co st for the proposed amendment to tals $1 72 ,720.00. Funds are available in the current GTEC budge t. Any project shortfall would be covered by the forthc oming co nstruction debt issuance. SUBMITTED BY: Wesley Wright ATTACHMENT S: Description P ro p o s ed Tas k Order Amendment Page 125 of 509 Georgetown – Revised 3.11 Page 1 of 3 Attachment 1 (Modifications) to Exhibit K – Amendment to Task Order EJCDC E-505 Standard Form of Agreement Between Owner and Engineer for Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. EXHIBIT K, consisting of 10 pages, referred to in and part of the Master Services Agreement between Owner and Kasberg, Patrick & Associates, LP (“Engineer”) for Professional Services – Task Order Edition dated March 23, 2016. First Amendment to Task Order No. KPA-14-008 1. Specific Project Data: A. Title: Professional Services for the Rivery Boulevard Extension B. Description: Professional Engineering Services for the preparation of plans, & specifications for the Rivery Boulevard Extension Project. The project will consist of providing final roadway, drainage, water, wastewater and incidental designs, environmental phase I investigations, geotechnical specifications, ROW metes and bounds documents, ROW Acquisition/Negotiation Services, ROW Appraisal Services, bidding documents, specifications and estimate (PS&E) package for the Rivery Boulevard Extension from Rivery Boulevard’s intersection with Williams Drive to Northwest Boulevard. C. City of Georgetown Project Number: D. City of Georgetown General Ledger Account No.: E. City of Georgetown Purchase Order No.: F. Master Services Agreement, Contract Number: 2016-730-MSA 2. Nature of Amendment [Check those that are applicable and delete those that are inapplicable.] Additional Services to be performed by Engineer Modifications to Services of Engineer Modifications to Responsibilities of Owner Modifications to Payment to Engineer Modifications to Time(s) for rendering Services Modifications to other terms and conditions of the Task Order 3. Description of Modifications The Engineer (KPA) will provide additional work requested by the City of Georgetown to perform additional design services, row services, coordination services, bidding services, and construction administration services. Page 126 of 509 Page 127 of 509 Page 128 of 509 Page 1 of 3 DETAILED PROJECT SCOPE of SERVICES PROVIDED BY ENGINEER KASBERG, PATRICK & ASSOCIATES, LP GEORGETOWN, TEXAS Project Description: The work to be performed by the Engineer under this contract amendment additional work requested by the City of Georgetown to perform additional design services, row services, coordination services, bidding services, and construction administration services. Scope of Services: The scope of services associated with the Rivery Boulevard Extension Project includes: I. Project Management/Coordination a. The ENGINEER shall coordinate with RPS Klotz Associates for the Rivery Boulevard Extension Project tie-in at Northwest Boulevard Project for the following elements: i. Roadway tie-in connections; ii. Water/Wastewater Connections; iii. Drainage System; iv. Water Quality Elements. b. The ENGINEER shall provide Contract Management and Coordination with Terracon for a Geological Assessment for an additional area along Northwest Boulevard. This shall include developing monthly invoices and progress reports, subconsultant coordination, design coordination with the City and design coordination with dry utilities. II. Utility Coordination/Right of Way Support a. The ENGINEER will provide project support in the form of project data, exhibits and information to the City’s assigned right-of-way agent. The ENGINEER will be available to attend meetings with impacted property owners to address questions and comments, if requested. III. Final Design A. Rivery Boulevard Left Turn Lane @ Williams Drive Roadway Design a. Roadway Geometric Design. The ENGINEER will develop final roadway schematic designs with horizontal and vertical alignments based off the topographic surveys. The alignments will be in compliance with the City of Georgetown, TxDOT and AASHTO Roadway Design Criteria. The ENGINEER will review final schematic alignment with City Staff. Page 129 of 509 Page 2 of 3 b. Plan & Profile Sheets – Roadway. The ENGINEER will prepared plan & profile sheets for the project. The sheets shall include existing topography, utilities, control data, preliminary roadway geometry (vertical and horizontal), drainage improvements, and other related improvements. IV. Bidding a. The ENGINEER will develop the invitation to bid and deliver to City Staff for advertising the project for public bidding. The ENGINEER will also solicit bids from past contractors to acquire as competitive a bidding process as possible. b. The ENGINEER will manage and distribute bidding documents. c. The ENGINEER will prepare for the Pre-Bid Conference, develop an agenda and sign in sheet, conduct the Pre-Bid Conference, take notes at the conference, prepare minutes and incorporate into the addenda. d. The ENGINEER will receive all questions from bidders, log the questions and answer in the form of an addenda. e. The ENGINEER will conduct the bid letting, receive all bids, tabulate the bids and certify them. f. The ENGINEER will research the low bidder(s) qualifications and recommend award to the City of Georgetown. V. Construction Administration a. The ENGINEER will prepare contract documents; forward those to the contractor awarded the project by the Georgetown City Council. Once the contractor has executed the contract documents, they will be checked for proper documentation and forwarded to the City of Georgetown for execution. b. The ENGINEER will prepare and distribute construction plan sets, incorporating information and changes to the plans and specifications that were addressed in the Addenda. c. The ENGINEER will schedule and conduct the Pre-Construction Conference. Minutes from the conference will be taken and distributed. d. The ENGINEER will receive and review all submittals and material samples for the project. Documentation for the submittals will be generated and distributed to the City of Georgetown and the contractor. e. The ENGINEER will hold bi-monthly construction progress meetings. These meetings will include meeting agendas covering project specifics and schedules. Notes will be taken by the ENGINEER at the meetings. Minutes will then be Page 130 of 509 Page 3 of 3 developed and distributed to the City of Georgetown Staff and the contractor. f. The ENGINEER will make periodic visits the project site. These site visits are utilized to perform a general overview of the project and answer any questions the contractor may have. The City of Georgetown will provide daily on -site representation for the project. g. The ENGINEER will develop pay estimate forms for the project. These will be distributed to City Staff and the contractor. The ENGINEER will review the pay requests with City Staff. h. The ENGINEER will conduct a final walk through of the project. Punch list items will be generated during this review. A letter addressed to City Staff will be generated discussing the findings of the walk through. The contractor will be copied on this letter as well. i. The ENGINEER will develop final record Drawings for the City of Georgetown Staff. The record Drawings will be presented in the form of a DVD with pdf of each plan sheet and a full 11x17 hard copy. Page 131 of 509 EXHIBIT B: FEE SCHEDULE KPA IG TERRACON LE MA TOTAL 1. PROJECT MANAGEMENT/COORDINATION 12,120.00$ 12,120.00$ 2. UTILITY COORDINATION/RIGHT OF WAY SUPPORT 1,880.00$ 34,600.00$ 36,480.00$ 3 FINAL DESIGN - Left Turn Lane @ Rivery (Southbound) & Williams D 14,430.00$ 2,800.00$ 3,500.00$ 20,730.00$ 4. BIDDING 9,790.00$ 9,790.00$ 5. CONSTRUCTION ADMINISTRATION 93,600.00$ 93,600.00$ PROJECT TOTAL 131,820.00$ -$ 2,800.00$ 3,500.00$ 34,600.00$ 172,720.00$ Subconsultants: Topographic Surveying/ROW Documents - Inland Geodetics (IG) Environmental (ESA Phase I & Geological Assessment) - Terracon Rivery Blvd/Williams Drive Signal Design - Lee Engineering (LE) ROW Acquisition & Appriasal Services - Maples & Associates (MA) COST SUMMARY Summary of Costs April 10, 2017 Summary of Professional Services Fee Estimate by Employee/Position Category Rivery Boulevard Extension - Contract Amendment No. 1 SUMMARY Page 1 of 4 Page 132 of 509 EXHIBIT C: FEE SCHEDULE Principal Project Manager Project Engineer Graduate Engineer (EIT) Senior Eng Tech (CAD) Eng Tech (CAD)Clerical Fee Schedule 200.00$ 160.00$ 135.00$ 105.00$ 85.00$ 75.00$ 55.00$ 1. PROJECT MANAGEMENT/COORDINATION a.Coordination with Klotz (Northwest Blvd Extension - WPAP & Design Elements) 11,280.00$ 12 12 12 24 12 24 96 b.Coordination/Project Support with Terracon Consultants for Additional GA 840.00$ 1 1 2 2 6 Subtotal Project Management/Coordination 12,120.00$ 13 13 14 26 12 24 0 102 2. UTILITY COORDINATION/RIGHT OF WAY SUPPORT a.Provide Project Support/Documentation to City ROW Agent 1,880.00$ 2 2 2 4 2 4 16 Subtotal Utility Coordination/Right of Way 1,880.00$ 2 2 2 4 2 4 0 16 3 FINAL DESIGN - Left Turn Lane @ Rivery (Southbound) & Williams Drive A. ROADWAY DESIGN a.Roadway Geometric Design 6,240.00$ 4 4 4 8 12 32 64 b.Plan & Profile Sheets - Roadway 8,190.00$ 4 4 6 12 18 42 86 Subtotal Roadway Design 14,430.00$ 8 8 10 20 30 74 0 150 Subtotal Final Design - Left Turn Lane @ Rivery (Southbound) & Williams Drive 14,430.00$ 8 8 10 20 30 74 0 150 Rivery Boulevard Extension - Contract Amendment No. 1 Summary of Professional Services Fee Estimate by Employee/Position Category April 10, 2017 Kasberg, Patrick & Associates, LP (KPA) Total Fee Summary of Hours TOTAL Scope Items KPA Page 2 of 4 Page 133 of 509 EXHIBIT C: FEE SCHEDULE Principal Project Manager Project Engineer Graduate Engineer (EIT) Senior Eng Tech (CAD) Eng Tech (CAD)Clerical Fee Schedule 200.00$ 160.00$ 135.00$ 105.00$ 85.00$ 75.00$ 55.00$ Rivery Boulevard Extension - Contract Amendment No. 1 Summary of Professional Services Fee Estimate by Employee/Position Category April 10, 2017 Kasberg, Patrick & Associates, LP (KPA) Total Fee Summary of Hours TOTAL Scope Items 4. BIDDING a.Advertise / Solicit Bidders 1,120.00$ 2 2 4 2 10 b.Distribute plans and specifications 910.00$ 2 4 4 10 c.Pre-Bid Conference 1,940.00$ 2 2 4 4 2 2 16 d.Answer Questions and Prepare Addenda 4,660.00$ 4 4 8 12 2 8 2 40 e.Receive & Tabulate Bids & Prepare Letter of Recommendation 1,160.00$ 1 1 2 4 2 10 Subtotal Bidding 9,790.00$ 7 9 18 28 2 10 12 86 5. CONSTRUCTION ADMINISTRATION a.Prepare Contract Documents & Construction Sets 5,770.00$ 4 6 6 6 8 12 18 60 b.Review Submittals 11,510.00$ 12 18 18 32 8 88 c.RFI's Review and Repsonses 13,880.00$ 12 18 18 32 12 18 8 118 d.Review and Approve Monthly Pay Estimates 4,220.00$ 4 4 8 12 8 36 e.Bi-Monthly Construction Meetings/minutes/etc. 19,490.00$ 24 24 24 48 8 12 18 158 f.Site Review/Visits 15,720.00$ 18 24 24 48 114 g.Final Walkthrough/Punch List Development 6,210.00$ 6 6 8 18 4 4 8 54 h.Project Closeout Documentation Preparation 7,360.00$ 6 8 8 18 8 12 6 66 i.Record Drawings 9,440.00$ 6 12 12 18 8 24 6 86 Subtotal Construction Administration 93,600.00$ 92 120 126 232 48 82 80 780 Total Fee Principal Senior Engineer Project Engineer Graduate Engineer (EIT) Senior Eng Tech (CAD) Eng Tech (CAD)Clerical TOTAL 1. PROJECT MANAGEMENT/COORDINATION 12,120.00$ 13 13 14 26 12 24 0 102 2. UTILITY COORDINATION/RIGHT OF WAY SUPPORT 1,880.00$ 2 2 2 4 2 4 0 16 3 FINAL DESIGN - Left Turn Lane @ Rivery (Southbound) & Williams Drive 14,430.00$ 8 8 10 20 30 74 0 150 4. BIDDING 9,790.00$ 7 9 18 28 2 10 12 86 5. CONSTRUCTION ADMINISTRATION 93,600.00$ 92 120 126 232 48 82 80 780 131,820.00$ 122 152 170 310 94 194 92 1,134 Summary of Labor & Associated Cost TOTAL KPA Page 3 of 4 Page 134 of 509 Original Contract Amount Anticpated Final Contract Amount Additional Scope Work 85,000.00$ 98,000.00$ 13,000.00$ 48,000.00$ 99,000.00$ 51,000.00$ 7,500.00$ 1,500.00$ (6,000.00)$ 121,000.00$ 97,600.00$ (23,400.00)$ 261,500.00$ 296,100.00$ 34,600.00$ Item Original Contract Amount Actual Amount Price per Entity Additional Scope Work Residential 8 10 6,000.00$ 12,000.00$ Business 1 5 7,500.00$ 30,000.00$ Personal Property 0 3 3,000.00$ 9,000.00$ 51,000.00$ Item Original Contract Amount Actual Amount Price per Parcel Additional Scope Work Residential Negotiations 20 22 4,000.00$ 8,000.00$ Project Meetings/Support - Add. Scope 5,000.00$ 5,000.00$ 13,000.00$ Entity Relocations Summary Total Acquisition Negotiations and Project Meetings Summary Total Item Acquisition Negotiations and Project Meetings Entity Relocation Condemnation Appraisal Totals Maples & Associates City of Georgetown Rivery Boulevard Extension Project Contract Amendment Summary April 10, 2017 Contract Amendment Summary Page 4 of 4 Page 135 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m G eorg etow n Uti l i ty Systems Advi so ry B oard (G US): Consideration and possible action to approve Task Order CDM-17 -00 6 with CDM Smi th, Inc. of Austin, Texas, for professional services relate d to P astor Pump Stati o n and West Loop Water Li ne Improvements in the amount of $310,750.00 -- Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: CDM Smith will prepare bidding documents including plans, details, specifications and contract documents fo r the construction of two new pumps at the Pastor Pump Station and 24" water line impro vements along SH 29. This project was included in the current CIP budge t and is necessary to continue to growing demand in the Western District - primarily the Braun EST and to serve the are a alo ng SH 29 between Hwy 1 83 and Ronald Reagan. P ipeline improvements will include a 2 4-in pipe from SH 29/DB Woo d to the Pastor Pump Station as well as a 24 -in pipe from River Chase Blvd to the existing west terminus near Wo lf Ranch Parkway. The pump station impro vements include: two new vertical turbine pumps in the existing pump station building; ne w electrical starters and VFDs for the new pumps (one new pump will be operated by VFD and one ne w pump will be operated by a soft start); mo dificatio ns to the inco ming electrical facilities is required to support the new pumps; and improvements to the HVAC system to accommodate the additional heat load from the new electrical gear. Although the existing pumps are horizontal the new pumps are being propo sed to be vertical turbine pumps to impro ve the ability to pump water fro m the existing gro und storage tank. This will necessitate some demolitio n and structural work in the pump station building. STAFF RECOMMENDATION: Staff reco mmends executing Task Order CDM-1 7-0 06 for professional services relating to Pastor P ump Station and West Loop Water Line Improvements with CDM Smith, Inc. of Austin, Texas, in the amo unt o f 310,750.00. B OARD RECOMMENDATION: This item was unanimously approved for recommendation to Council by the GUS Board at their meeting held on April 1 4, 2017. FINANCIAL IMPACT: Funds for this expenditure are budgeted in the Current Water CIP. See attached CIP Budgetary & Financial Analysis Sheet. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Direc to r ATTACHMENT S: Description B$FAW Tas k Ord er CDM-17-006 Page 136 of 509 FINANCIAL IMPACT: YTD Spent/Enc Agenda Item Engineering 238,550 Right of Way 60,000 Construction 1,159,755 Other Costs testing/inspection Current Budget Available Budget BUDGET BALANCE Variance TOTAL 1,500,000 298,550 1,201,450 1,159,755 41,695 2.78% General Ledger Account Number COMMENTS: Testing costs are expected to be 25,000 and will be funded from BUDGET BALANCE FINANCIAL IMPACT: YTD Spent/Enc Agenda Item Engineering 238,550 Right of Way 60,000 Construction 1,220,000 Other Costs testing/inspection Current Budget Available Budget BUDGET BALANCE Variance TOTAL 1,500,000 298,550 1,201,450 1,220,000 (18,550) -1.24% General Ledger Account Number COMMENTS: Testing costs are expected to be 25,000 and will be funded from BUDGET BALANCE Example Project Project 2 Example Page 137 of 509 DATE: PROJECT NAME:2BZ 4/3/2017 Pastor pump Station & West Loop Water Line Improvements Division/Department:GUS / Wastewater Director Approval Prepared By:Michael Hallmark Finance Approval TW04042017 TOTAL ANNUAL BUDGET 2,119,000.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B)(A + B) Budget Consulting $310,750.00 $310,750.00 15% Right of Way 0.00 0% Construction $0.00 0% Other Costs 0.00 0% Total Current Year Costs $0.00 $310,750.00 Approved GENERAL LEDGER ACCOUNT NUMBER CY Budget 660-9-0580-90-200 $2,119,000.00 Total Budget $2,119,000.00 TOTAL PROJECT BUDGET 3,982,000.00 Prior Years Current Year Total Project % Total Spent/Encumbered Costs Costs Budget Consulting 310,750.00 310,750.00 8% Right of Way 0.00 0.00 0% Construction 0.00 0.00 0% Other Costs 0.00 0.00 0% Total Project Costs 0.00 310,750.00 310,750.00 Comments: Task Order CDM-17-006 CIP- Budgetary and Financial Analysis Worksheet Page 138 of 509 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 1 of 8 Task Order In accordance with paragraph 1.01 of the Master Services Agreement between Owner and CDM Smith, Inc. (“Engineer”) for Professional Services – Task Order Edition, dated September 30, 2016, ("Agreement"), Owner and Engineer agree as follows: 1. Specific Project Data A. Title: ____Pastor Pump Station and West Loop Water Line Improvements B. Description: Design of Pumps, Motors, Electrical, Instrumentation and HVAC Improvements to the Pastor Pump Station to allow the installation of two new pumps. Design of pipeline improvements to provide more water to the Pastor Pump Station and to complete the West Loop Water Line near SH 29 and DB Wood Road. Services include preliminary engineering, design, bidding and general services during construction. C. City of Georgetown Project Number: ____2BZ_________________________________ D. City of Georgetown General Ledger Account No.: 660-9-0580-90-200_________ E. City of Georgetown Purchase Order No.: ___________________________________________ F. Master Services Agreement, Contract Number: 2016-738-MSA_________________________ 2. Services of Engineer Engineer shall prepare bidding documents including plans, details, specifications and contract documents for the construction of two new pumps at the Pastor Pump Station and pipeline improvements to include a 24-in pipe from the intersection of SH 29 and DB Wood Rd to the Pastor Pump Station and a 24-in pipe from River Chase Blvd to the existing west terminus of the West Loop Water Line. The pump station improvements include: two new vertical turbine pumps in the existing pump station building; new electrical starters and VFDs for the new pumps (one new pumps will be operated by VFD and one new pump will be operated by a soft start); modifications to the incoming electrical facilities as required to support the new pumps; and improvements to the HVAC system to accommodate the additional heat load from the new electrical gear. Although the existing pumps are horizontal the new pumps are being proposed to be vertical turbine pumps to improve the ability to pump water from the existing ground storage tank. This will necessitate some demolition and structural work in the pump station building. The basic services consist of preliminary engineering, design, bidding and general services during construction. The basic services are described below in detail. Task Order No. CDM-17-006, consisting of __8__ pages. Page 139 of 509 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 2 of 8 Preliminary Engineering Phase. This phase involves determination of project scope, economic and technical evaluation of feasible alternatives, and development of conceptual design and preliminary design. Services during this phase include: 1) Reviewing available data and consulting with the Owner to clarify and define the Owner's requirements for the project. 2) Advising the Owner as to the necessity of providing or obtaining from others additional data or services. These additional services may include photogrammetry, reconnaissance surveys, property surveys, topographic surveys, geotechnical investigations and consultations, compilation of hydrological data, traffic studies, materials engineering, assembly of zoning, deed, and other restrictive land use information, and environmental assessments and impact statements. The project budget includes the following special services: a) Topographic survey, and b) Geotechnical field investigation and laboratory analysis. 3) Identifying and analyzing requirements of governmental authorities having jurisdiction to approve the design of the project, and participating in consultations with such authorities. a) The project includes coordinating with TCEQ and submitting the required construction documents (plans and specifications) to the TCEQ Plan Review Division for review and approval. 4) Providing analyses of the Owner's needs, planning surveys, and comparative evaluations of prospective sites and solutions. 5) Consulting with the Owner, reviewing preliminary reports, clarifying and defining the project requirements, reviewing available data, and discussing general scheduling. Conferences may also be required with approving and regulatory governmental agencies and affected utilities. 6) Advising the Owner as to whether additional data or services are required, and assisting the Owner in obtaining such data and services. 7) Preparing conceptual design documents consisting of final design criteria, preliminary drawings, outline of specifications, and written descriptions of the project. A maximum of five copies will be provided to the Owner for review. 8) Preparing revised opinions of probable total project costs based on the conceptual design. 9) Preparing preliminary design documents, including preliminary engineering report, if necessary, drawings and specifications. Design Phase. The basic services for the final design phase includes: 1) Preparing construction drawings and specifications showing the character and extent of the project. 2) Preparing and furnishing to the Owner a revised opinion of probable total project costs based on the final drawings. Page 140 of 509 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 3 of 8 3) Furnishing the necessary engineering data required to apply for regulatory permits from local, state, or federal authorities. This is distinguished from and does not include detailed applications and supporting documents for government grant-in-aid or planning grants that would be furnished as additional services. 4) Preparing basic documents related to construction contracts for review and approval by the Owner (and the Owner's legal and other advisors). These may include contract agreement forms, general conditions and supplementary conditions, invitations to bid, instructions to bidders, insurance and bonding requirements, and preparation of other contract-related documents. 5) Furnishing to the Owner a maximum of five copies of drawings, specifications, and other contract documents. Bidding Phase. Services under this phase include: 1) Assisting the Owner in obtaining bids for the prime construction contract, attending pre-bid conferences, and preparing and issuing bidding documents. 2) Issuing addenda as appropriate to interpret, clarify, or expand the bidding documents. 3) Assisting the Owner in determining the qualifications and acceptability of prospective constructors, subcontractors, and suppliers. 4) When substitution prior to the award of contracts is allowed by the bidding documents, consultation with and advising the Owner as to the acceptability of alternate materials and equipment proposed by the prospective constructors. 5). Providing assistance to the Owner in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment, and services. Construction Phase. Services under this phase involve consulting with and advising the Owner during construction and are limited to those services associated with performing as the Owner's representative. Such services comprise: 1) Preparing for and conducting a preconstruction conference and issuing a Notice to Proceed on behalf of the Owner. 2) Reviewing shop and erection drawings submitted by the constructors for compliance with design concepts. 3) Reviewing laboratory, shop, and mill test reports on materials and equipment. 4) Visiting the project site monthly as construction proceeds to observe and report on the progress and the quality of the executed work and as required by the progress of the work, not to exceed a total of ten (10) visits. 5) Issuing necessary interpretations and clarifications of contract documents, preparing change orders requiring special inspections and testing of the work, and making recommendations as to the acceptability of the work. 6) Preparing sketches required to resolve problems due to actual field conditions encountered. 7) Determining amounts of progress payments due, based on degree of completion of the work, and recommending issuance of such payments by the Owner. Page 141 of 509 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 4 of 8 8) Preparing record drawings from information submitted by the Contractor. 9) Making a final inspection and reporting on completion of the project, including recommendations concerning final payments to constructors and release of retained percentage 3. Owner's Responsibilities Owner shall have those responsibilities set forth in the Agreement subject to the following: 1) Designate a person to act as Owner’s representative with respect to the services to be performed or furnished by the Engineer. This representative will have authority to transmit instructions, receive information, interpret and define Owner’s policies and decisions with respect to Engineer’s services. 2) Provide all criteria and full information as to Owner’s requirements for the project, including objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and furnish copies of all design and construction standards which Owner will require to be included in the Project Drawings and Specifications. 3) Assist Engineer by placing all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the Project at the Engineer’s disposal. 4) Furnish to Engineer, as requested for performance of basic services or as required by the Contract Documents, the following: a) Data prepared by or services of others, including without limitation explorations and tests of subsurface conditions at or contiguous to the site, drawings of physical conditions in or relating to existing surface of subsurface structures at or contiguous to the site; b) The services of an independent testing laboratory to perform all inspections, test and approvals of samples, materials and equipment; c) Environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the site and adjacent areas; d) Arrange for access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under this Task Order; e) Examine all alternate solutions, studies, reports, sketches, proposals and other documents presented by Engineer; f) Provide such accounting, bond and financial advisory, independent cost estimating and insurance counseling services and such legal services as Owner may require or Engineer may reasonably request with regard to legal issues pertaining to the Project; g) Provide labor and safety equipment to open electrical/instrumentation cabinets, open and protect manholes and/or to operate valves and hydrants as required by the Engineer; and Page 142 of 509 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 5 of 8 h) Give prompt notice to Engineer whenever Owner observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of Engineer’s services, or any defect or nonconformance in Engineer’s services in the work of any Contractor. 4. Times for Rendering Services Phase Completion Date Preliminary Engineering Phase October 1, 2017 Design Phase February 1, 2018 Bidding Phase May 1, 2018 Construction Phase June 1, 2019 5. Payments to Engineer A. Owner shall pay Engineer for services rendered as follows: Category of Services Compensation Method Lump Sum or Not to Exceed Amount of Compensation for Services Basic Services Preliminary Engineering Phase Final Design Phase Bidding Phase Construction Phase Total Basic Services Lump Sum Lump Sum Lump Sum Lump Sum $64,970 $120,660 $17,480 $87,640 $290,750 Surveying Geotechnical Engineering Total Special Service Lump Sum Lump Sum $16,000 $4,000 $20,000 Total Task Order Amount $310,750 B. The terms of payment are set forth in Article 4 of the Agreement unless modified in this Task Order. Page 143 of 509 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 6 of 8 6. Consultants: Surveying: Inland Geodetics Geotechnical: Kohutek Engineering and Testing 7. Other Modifications to Agreement: None 8. Attachments: None 9. Documents Incorporated By Reference: The Agreement effective September 30, 2016. Terms and Conditions: Execution of this Task Order by Owner and Engineer shall make it subject to the terms and conditions of the Agreement (as modified above), which Agreement is incorporated by this reference. Engineer is authorized to begin performance upon its receipt of a copy of this Task Order signed by Owner. The Effective Date of this Task Order is _ _______ , 2017. Page 144 of 509 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 7 of 8 OWNER: ENGINEER: By: By: Name: Dale Ross Name: Allen D. Woelke, P.E. Title: Mayor, City of Georgetown Title: Vice President Engineer License or Firm’s Certificate No. F-3043 State of: Texas Date: Date: ATTEST: ____________________________________ Shelley Nowling, City Secretary APPROVED AS TO FORM ONLY BY CITY ATTORNEY AND BY CITY COUNCIL MARCH 8, 2011, AGENDA ITEM “P” APPROVED AS TO FORM VERIFIED: _________________________________________ Deborah Knutson, CPPB Senior Buyer Page 145 of 509 TASK ORDER Georgetown – Revised 3.11 EJCDC E-505 Standard Form of Agreement Between Owner and Engineer Professional Services—Task Order Edition Copyright ©2004 National Society of Professional Engineers for EJCDC. All rights reserved. Attachment 1 – Task Order Form Page 8 of 8 DESIGNATED REPRESENTATIVE FOR TASK ORDER: DESIGNATED REPRESENTATIVE FOR TASK ORDER: Name: Michael Hallmark Name: Allen Woelke, P.E. Title: C.I.P Manager, Systems Engineering Title: Vice President Address: 300-1 Industrial Ave. Georgetown, TX 78626 Address: 12357-A Riata Trace Parkway Suite 210 Austin, TX 78759 E-Mail Address: Michael.Hallmark@georgetown.org E-Mail Address: woelkead@cdmsmith.com Phone: 512-930-3569 Phone: 512-346-1100 Fax: 512-930-3558 Fax: 512-345-1483 Page 146 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m G eorg etow n Uti l i ty Systems Advi so ry B oard (G US): Consideration and possible action to amend the c ontract for the El ectri c System Underground Co nstructi on & Mai ntenance with P edro S.S. Servi ces, Inc. of Austin, Texas, no t to exc e e d an amount of $3,000,000.00 -- Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: This contrac t provides labor only support for unde rground construction, maintenance, trenching and conduit require ments for the Electric System. The contract was awarded to P edro S.S. Services for bid # 2 01 448 for labor only services on September 23, 2014. The term for the seco nd renewal of this contract will be from October 1, 2016 to Septe mber 3 0, 2017. The contractor bills for labor services rendered based on unit pricing as outlined with the agreement and as projects are completed. This increase is due to increased new development projects requiring underground infrastructure that was started in FY16 , but co mpleted and billed in FY1 7. While this appears to be a $2 million inc rease, these costs were expected, anticipated, and encumbered in the prior fiscal year. The prior year purchase o rder simply expired and this change is effec tively a rollfo rward of the prior ye ar's expected expenditure. STAF F RECOMMENDATION: Staff reco mmends approval to amend the co ntract fo r the Electric System Underground Construction & Mainte nance with Pedro S.S. Se rvices, Inc. of Austin, Texas, in the no t to exceed amount from $1 ,00 0,0 00 .00 to $3,000,000.00. B OARD RECOMMENDATION: This item was unanimously approved for recommendation to Council by the GUS Board at their meeting held on April 1 4, 2017. FINANCIAL IMPACT: Funds for the planned expenditures are available in the Electric Capital Improveme nt and Operations Budgets SUBMITTED BY: Wesley Wright, P. E., Systems Engineering Direc to r Page 147 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Fo rwarded fro m the Geo rgeto wn Transpo rtatio n Adviso ry Bo ard (GTAB): Consideration and possible actin to approve a Resolution authorizing execution of the necessary agreements with t he Texas Transpo rtatio n Co mmissio n and Texas Department o f Transpo rtatio n for the City of Georgetown to sponsor a Wildlife Hazard Assessment and develop a Wildlife Hazard Management Plan --Russ Volk, C.M., Airport Manager and Octavio A. Garza, P.E., C.P.M., P ublic Works Director ITEM SUMMARY: The Texas Transportation Co mmission (TTC) and Texas Department o f Transportation (TxDOT) Aviatio n are making available to the City of Georgetown and the Georgetown Municipal Airport an opportunity to accomplish a Wildlife Hazard Assessment (WHA) and subsequent Wildlife Hazard Management Plan (WHMP). TxDOT will act as agent fo r the City of Georgetown for this funding effort. If approved by TTC, a grant will then be offered to accomplish this pro ject. This will be a 9 0/10 funded project with the Georgetown Municipal Airpo rt covering the 10% of City cost share. Estimated to tal pro ject cost is set at $100,000. The Fe de ral Aviation Administration (FAA) recommends acco mplishment of a WHA and WHMP project fo r all airports. This effort starts with a survey by an Aviation Wildlife Biologist and take appro ximately 1 year to ac c omplish. Upon completion of the pro ject, a WHMP is then deve lo pe d for the airport. STAF F RECOMMENDATION: Staff recommends appro val G TAB B OARD RECOMMENDATION: This ite m was unanimously recommended by the GTAB Bo ard for Council appro val at the April 14 , 2017, GTAB Bo ard meeting. FINANCIAL IMPACT: The total project c ost is estimated at $100,000 o f which the Airport cost share is $1 0,0 00 . The Airport budget for FY1 7 includes $12,5 00 in anticipation of the City share fo r this pro ject. SUBMITTED BY: Russ Volk, C.M., Airport Manager ATTACHMENT S: Description WHA Res o lution Page 148 of 509 {00009356 / v / / AIRPORT / RESOLUTIONS / 4/5/2017} Resolution No. _____________________________ Description: Wildlife Assessment Date Approved:____________________________ Page 1 of 2 RESOLUTION NO. ____________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN AUTHORIZING EXECUTION OF THE NECESSARY AGREEMENTS WITH THE TEXAS DEPARTMENT OF TRANSPORTATION AND THE TEXAS TRANSPORTATION COMMISSION FOR THE CITY OF GEORGETOWN TO SPONSOR A WILDLIFE HAZARD ASSESSMENT AND DEVELOP A WILDIFE HAZARD MANAGEMENT PLAN. WHEREAS, the City of Georgetown intends to make certain improvements to the Georgetown Municipal Airport; and WHEREAS, the general description of the project is described as: Accomplish Wildlife Hazard Assessment and develop a Wildlife Hazard Management Plan for the Georgetown Municipal Airport; and WHEREAS, the City of Georgetown intends to request financial assistance from the Texas Department of Transportation for these improvements; and WHEREAS, total project cost are estimated to be $100,000, and the City of Georgetown will be responsible for 10% of the total project costs currently estimated to be $10,000; and WHEREAS, the City of Georgetown names the Texas Department of Transportation as its agent for the purposes of applying for, receiving and disbursing all funds for these improvements and for the selection of the consultant and administration of contracts necessary for the implementation of these improvements; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, THAT: SECTION 1. The facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. SECTION 2. The Mayor is hereby authorized to execute all contracts and agreements with the State of Texas, represented by the Texas Department of Page 149 of 509 {00009356 / v / / AIRPORT / RESOLUTIONS / 4/5/2017} Resolution No. _____________________________ Description: Wildlife Assessment Date Approved:____________________________ Page 2 of 2 Transportation, and such other parties as shall be necessary and appropriate for the implementation of the improvements to the Georgetown Municipal Airport, and the City Secretary is authorized to attest thereto on behalf of the City of Georgetown. SECTION 3. This resolution shall be effective immediately upon adoption. RESOLVED this ______ day of ___________, 2017. CITY OF GEORGETOWN ATTEST: BY: Dale Ross, Mayor Shelley Nowling, City Secretary APPROVED AS TO FORM: _______________________ Charlie McNabb, City Attorney Page 150 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m the P arks and Recreati on Advi so ry B oard Consideration and possible action to approve Task Or der with RVi of Austin, TX, fo r professi onal servi ces related to San G abri el P ark Phase II improvements and Hike and Bike Trail Extension in the amount of $502,265.00 -- Kimberly Garrett, Parks and Recreatio n Director ITEM SUMMARY: A master plan for San Gabriel P ark was completed in June 2015. The master plan propo sed the renovations to the park be completed in phases. P hase I construction started in March 2017 and is projected to be comple ted in e arly 20 18 . This task order with RVi will design phase II of San Gabriel P ark and the trail extension to wards Katy Crossing Subdivisio n. Design o f phase II will include e ntry monuments, ro adway and parking improvements, fo ur medium size picnic and barbecue pavilions, a large multi-use pavilion, 1 0 small picnic pavilio ns, trails and trail heads, two children’s play areas, restoration of two existing springs, one ne w small restroom building, lighting for two existing volleyball courts, one lighted basketball court, directio nal and interpretive signage, open spaces and landscaping. In addition, the trail exte nsion from San Gabriel P ark to the park at Katy Crossing will also be designed. In the San Gabriel P ark Master Plan, P hase II originally include d the area near the community center. Staff is recommending that the area around the co mmunity center be designed with Phase III due to recent o pportunities in that area. In December 20 16 , Williamson Co unty announced that they will no longer rent the show barn in San Gabriel Park to the public after December 3 1, 2017 due to the new Expo Center that was built in Taylor in 2016. In addition, the Ro de o Arena lease will be ending in December 20 17 , with the final rodeo event being the 75th Rodeo in June 2 018. With the se two areas be c oming available to program into P hase III, staff feels planning and designing the entire area northwest of Morrow Street wo uld be best. Timeline July 31, 2017 Schematic Design Documents October 31, 201 7 Design Development Documents February 28, 201 8 Construction Documents Construction of P hase II and the trail extension are proposed to begin in late Spring 2018 after Phase I is c ompleted in early 2018. This item was appro ved by the P arks and Recreation Advisory Board at their April 1 3, 2 01 7 meeting. FINANCIAL IMPACT: Funds are budge ted in acco unt 120-9-0280-90-04 5 and 12 0-9 -0280-90-022 from pre viously issued general obligatio n bonds in 2016 and bo nds to be issued in 2017 that we re part of the November 2008 P arks Bo nd. SUBMITTED BY: Kimberly Garrett, Parks and Recreation Director ATTACHMENT S: Description Tas k Ord er S cope o f Servic es S an Gab riel Park P has ing Plan Katy Cro s s ing Trail Extens io n Page 151 of 509 TASK ORDER Task Order—Landscape Architects. Dated September 2012 Page 1 of 4 Task Order In accordance with paragraph 1.01 of the Master Services Agreement between Owner and RVi Planning & Landscape Architecture (“Landscape Architect”) for Professional Services – Task Order Edition, dated July 15, 2014 ("Agreement"), Owner and Landscape Architect agree as follows: 1. Specific Project Data A. Title: San Gabriel Park Improvements Phase 2 B. Description: Design services for Phase 2 Improvements including limited schematic design, design development, construction documents and construction observation for Phase 2 Improvements (See attached Proposed Scope of Work and Fees.) C. City of Georgetown Project Number: _____________________________________________ D. City of Georgetown General Ledger Account No.: ___________________________________ E. City of Georgetown Purchase Order No.: __________________________________________ F. Master Services Agreement, Contract Number: _________2014-504-MSA_______________ 2. Services of Landscape Architect See attached Proposed Scope of Work and Fees for San Gabriel Park Improvements Phase 2 3. Owner's Responsibilities See attached Proposed Scope of Work and Fees for San Gabriel Park Improvements Phase 2 4. Times for Rendering Services Phase Completion Date Schematic Design July 31, 2017 Design Development October 31, 2017 Construction Documents February 28, 2018 Task Order No. RVi-17-001, consisting of _____ pages. Page 152 of 509 TASK ORDER Task Order—Landscape Architects. Dated September 2012 Page 2 of 4 5. Payments to Landscape Architect A. Owner shall pay Landscape Architect for services rendered as follows: Category of Services Compensation Method Lump Sum or Not to Exceed Amount of Compensation for Services Basic Services A. Lump Sum B. Standard Hourly Rates C. [Insert any other compensation method] $446,895.00 Surveys A. Lump Sum B. Standard Hourly Rates C. [Insert any other compensation method] $33,870 Reimbursable expenses not to exceed $21,500 without authorization B. The terms of payment are set forth in Article 4 of the Agreement unless modified in this Task Order. 6. Subcontractors: Kasberg, Patrick & Associates—Civil Engineers, Clayton & Little—Architects, Cambrian Environmental, Jaster-Quintanilla & Associates—Structural Engineers, AYS Engineering, LLC—MEP Engineering, Inland Geodetics—Surveying, Terracon –Geotech 7. Other Modifications to Agreement: Paragraph 5.2, A of the Agreement is deleted and replaced with the following: The City shall not reuse or make any modification to the construction documents without the prior written authorization of the Landscape Architect. The City agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the Landscape Architect, its officers, directors, employees and sub consultants (collectively, Landscape Architect) against any damages, liabilities or costs, including reasonable attorney’s fees and defense costs, arising from or allegedly arising from or in any way connected with the unauthorized reuse or modification of the construction documents by the City. 8. Attachments: Proposed Scope of Work and Fees 9. Documents Incorporated By Reference: The Agreement effective July 15, 2014 Page 153 of 509 TASK ORDER Task Order—Landscape Architects. Dated September 2012 Page 3 of 4 Terms and Conditions: Execution of this Task Order by Owner and Landscape Architect shall make it subject to the terms and conditions of the Agreement (as modified above), which Agreement is incorporated by this reference. Landscape Architect is authorized to begin performance upon its receipt of a copy of this Task Order signed by Owner. The Effective Date of this Task Order is , 2017. OWNER: LANDSCAPE ARCHITECT : By: By: Name: Dale Ross Name: Barbara Austin, RLA Title: Mayor Title: Principal | Director of Park Design Date: ____________________ Landscape Architect License or Firm’s Certificate No. 481 State of: Texas Date: APPROVED AS TO FORM ONLY BY CITY ATTORNEY AND BY CITY COUNCIL SEPTEMBER 25, 2012, AGENDA ITEM “M” APPROVED AS TO FORM VERIFIED: _________________________________________ Deborah Knutson, CPPB Senior Buyer Page 154 of 509 TASK ORDER Task Order—Landscape Architects. Dated September 2012 Page 4 of 4 DESIGNATED REPRESENTATIVE FOR TASK ORDER: DESIGNATED REPRESENTATIVE FOR TASK ORDER: Name: Kimberly Garrett Name: Barbara Austin Title: Director Parks & Recreation Title: Vice President | Dir. of Park Design Address: 300-1 Industrial Ave. Georgetown, TX 78626 Address: 712 Congress Ave., Suite 300 Austin, TX 78701 E-Mail Address: kimberly.garrett@georgetown.org E-Mail Address: baustin@rviplanning.com Phone: 512-930-3525 Phone: 512-492-3975 Fax: 512-930-3566 Fax: 512-480-0617 Page 155 of 509 RVi Planning + Landscape Architecture AUSTIN • HOUSTON • DALLAS • SCOTTSDALE • ATLANTA 712 Congress Avenue Suite 300 Austin, TX 78701 (512) 480-0032 • P (512) 480-0617 • F www.rviplanning.com PROPOSED SCOPE OF WORK AND FEES FOR SAN GABRIEL PARK IMPROVEMENTS—Phase 2 1. SCOPE OF SERVICES 1.1 RVi proposes to provide professional design services for San Gabriel Park Improvements, Phase 2 and San Gabriel Trail Extension. RVi prepared the San Gabriel Park Master Plan in July 2015, which included a phased implementation plan showing park improvemen ts divided into four phases. Schematic Design Plans for Phase 1 & 2, completed in April 2016, will serve as a basis for this project. The scope for this proposal will include full design services (Schematic design for structures and scope items not included in Phase 1, design development, construction documents, regulatory, bidding and construction observation) for Phase 2 improvements. The park improvements will include entry monuments, roadway and parking improvements, four medium size picnic and barbeque pavilions, a large multi-use pavilion, 10 small picnic pavilions, trails and trailheads, two children’s play areas, restoration of two existing springs, one new small restroom building, lighting for two existing volleyball courts, one lighted basketball court, directional and interpretive signage, open spaces and landscaping. Phase 2 schematic design plans completed in 2016 will be reviewed and updated where necessary. Structures such as the small restroom at the trailhead will require full schematic design services. All the structures will require adjustments for new locations, design development and construction document phase services. The City plans to extend the trail along the San Gabriel River north eastward to Katy Crossing on parkland dedication parcel adjacent to San Gabriel Park. Design services for the San Gabriel Trail Extension (referred to herein as Trail Extension) will include schematic design, design development, and construction documents. The two projects will be combined for design, permitting, bidding and construction as a single project. The Trail Extension will be a separate line item in the bid documents. 1.2 The City has a project budget for San Gabriel Park Phase 2 planning, design and construction of $3,200,000. The City has a project budget for the Trail Extension of $591,000. Page 156 of 509 San Gabriel Park P2 April 14, 2017 Page 2 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement 1.3 The Consultant will hire the services of the following sub consultants in the performance of this contract: Kasberg, Patrick & Associates – Civil Engineers Clayton & Little Architects Cambrian Environmental Jaster – Quintanilla & Associates – Structural Engineers Structures - Structural Engineers AYS Engineering, LLC - MEP Engineers Inland Geodetics – Surveying Terracon – Geotech 1.4 The limits for the Phase 2 improvements are attached in Exhibit A. The limits of the Trail Extension are attached in Exhibit B. Phase 2 improvements and the Trail Extension will be designed, permitted and constructed as a single phase. 1.5 No public meetings or presentations to Parks Board, City Council or the Adaptive Management Working Group by Consultant are included. 2. BASIC SERVICES The Consultant shall provide, for the Basic Fee plus reimbursable expenses, services described in the following phases. 2.1 SCHEMATIC DESIGN SERVICES 1. Attend kick off meeting with stakeholders and consultants to verify programming and project requirements. 2. Based on the project parameters, discussions with and direction of the Client, the consultant shall review schematic design and confirm the following site and landscape improvements that are to be considered: Small Picnic Pavilions (10); Medium Picnic Pavilions (4); Large Multi-Use Pavilion (1); Restroom Building at trailhead (1); Children’s play areas (2); Restoration of springs (2); Page 157 of 509 San Gabriel Park P2 April 14, 2017 Page 3 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement Lighting for existing volleyball courts (2) and Lighted Basketball courts (1); Roads, parking and service areas; Pedestrian circulation and trail connections; Special paving materials for vehicles and pedestrians; Grading and drainage; Storm water convergence alignments; Preservation of existing trees, drainage ways and other features to be left undisturbed; Site directional and interpretive signage and graphics; Exterior planting: trees, native planting & revegetation of springs. Irrigation; Site furnishings 3. Based on the project parameters, discussions with and direction of the Client from the 1-20-2017 site visit and grant funding scope, the Trail Extension site & landscape improvements that are to be considered may include: 10’ wide concrete trail. Two drainage way crossings which may include: Culvert crossings Prefabricated bridges and abutments Overlook area, including seating options Fencing or railing Trail connections to San Gabriel Park & Katy Crossing Parking connection 4. Coordinate with other City Departments concerning mechanical equipment and utilities in relation to the project and verify permitting requirements. 5. Prepare sketch plan illustrations of Schematic Design Phase 2 refinements and the Trail Extension illustrating alignment and design features. Review with the Client. 6. Meetings are limited to three (3). 2.2 DESIGN DEVELOPMENT SERVICES 1. Based on the Schematic Design approved by the Client, Consultant will p repare Design Development Drawings for Phase 2 of the Project and Trail Extension . a. The Design Development Drawings shall include plans, sections, elevations and typical details to fix and describe the size and character of the components approved by the Client for further design. Page 158 of 509 San Gabriel Park P2 April 14, 2017 Page 4 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement b. Where required, the Design Development Drawings will establish major materials and finishes, coordination with mechanical, plumbing and electrical systems. c. The Design Development Drawings and all subsequent phases shall be limited to those components approved by the Client in the Schematic Design phase. 2. Prepare refined studies of all items, detailing the architectural design (where required) in terms of size, appearance and materials. 3. Prepare an opinion of probable cost for the construction based on the Design Development Drawings. Consultant may include escalation factors and contingencies. 4. Preliminary review of site plan and structures with regulatory agency: may include presentation or meeting to review design development documents with city development and fire building code review authorities. Provide response to comments. 5. Review design development drawings and opinion of probable cost with the Client for approval and authorization to proceed. 6. Meetings for this phase are limited to four (4). 2.3 CONSTRUCTION DOCUMENT SERVICES 1. Based on the Design Development Drawings approved by the Client, prepare Construction Documents for Phase 2 and the Trail Extension. The Construction Documents shall include: a. Plan, section, elevation, and typical detail drawings, that set forth in reasonable detail the requirements for construction of the landscape components, including depiction of their size, shape, dimensions, and locations; and b. Specifications that identify the materials, equipment, workmanship and quality standards (or performance criteria), for components. c. Prepare overall demolition plan identifying the existing elements located in the park that will be removed. d. Prepare erosion control layout plan detailing location of erosion control elements and types of erosion controls to be utilized. Page 159 of 509 San Gabriel Park P2 April 14, 2017 Page 5 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement e. Prepare plan and profile for proposed street improvements horizontally and vertically. f. Prepare performance spec and diagramed irrigation plan for establishment of proposed plantings. Development of alternative water source for irrigation system will be an additional service. g. Engineering Construction Documents will include design of power, lighting, waste, water and vent to accommodate architectural layout. No HVAC design is anticipated for this project. 2. Prepare an opinion of probable cost based on the Construction Documents. Consultant may include escalation factors and contingencies. Opinions of cost are based on the experience and judgment of Consultant and are merely opinions. Consultant does not warrant that actual costs will not vary from those opinions because, among other things, Consultant has no control over market conditions. 3. Review the construction documents and opinion of probable cost with the Client for approval and authorization to proceed. 4. Meetings for this phase are limited to four (4). 2.4 REGULATORY SERVICES 1. As requested by the Client, and upon approval and authorization to proceed, prepare documents for San Gabriel Park Phase 2 and the San Gabriel Trail Extension, including drawings and calculations related to project components, reasonably required for review by applicable governmental authorities to comply with permitting requirements that are in effect on the date of this Agreement, including: a. WPAP Plan – Prepare WPAP/SCS plan for the Edwards Aquifer Recharge Zone and submit proposed plan to TCEQ for approval. b. City of Georgetown Permitting – Prepare required documentation to obtain permits from the City of Georgetown including pre-submittal meeting. It is anticipated that permitting will be through the City of Georgetown process. USFW or USACE permitting or presentations to the Adaptive Management Working group will be considered additional services. c. Submit to TDLR Registered Accessibility reviewer for review and respond to comments. Page 160 of 509 San Gabriel Park P2 April 14, 2017 Page 6 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement 2. As requested by Client, and as is reasonably necessary to assist Client in responding to permitting issues, participate in the permitting process with respect to the project design, including: a. Evaluate and respond to governmental staff review and comments; b. Confer with governmental authorities with regard to project components to verify interpretation of ordinances, statutes and regula tions; c. Attend public hearings to address issues; d. Review with the Client design modifications requested by applicable governmental authorities as they apply to project components, and at Client’s direction, modify the design accordingly for re-submission; e. Meet with City government authorities following permitting, and review construction procedures for landscape components. 3. Anything in this Agreement to the contrary notwithstanding, Client agrees that Consultant’s services in relation to any and all accessibility standards, guidelines and requirements set forth by local, state and/or federal authority are strictly limited to: 1) submitting the construction documents to the appropriate governmental authority (or its authorized agent) as required for review and approval prior to construction; and 2) modifying those portions of the construction documents that are specifically identified by such governmental authority (or its agent) during the pre -construction review as being in need of correction. 2.5 BIDDING 1. If requested, the Consultant, following the Client’s approval of the Construction Documents, will assist the Client in obtaining bids and in awarding contracts for construction for the San Gabriel Park Phase 2 and the San Gabriel Trail Extension . 2. The services that may be provided in this phase include: a. Attending pre-bid conference; b. Assisting the Client in qualifying bidders; c. Assist with preparing & issuing bidding documents; d. Preparing addenda to the Construction Documents; Page 161 of 509 San Gabriel Park P2 April 14, 2017 Page 7 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement e. Attending bid opening; f. Evaluating bids and preparing bid tabulation; g. Assist with preparing a Construction Contract Agreement between the Client and contractor; h. Distributing required sets of Contract Documents. 2.6 CONSTRUCTION OBSERVATION PHASE SERVICES 1. Consultant shall, as part of the Basic Services, visit the site at Client’s request to observe particular portions of the work identified by the Client and to answer questions from the Client as to whether those identified portions are, in general being performed in accordance with the Construction Documents. Consultant may also visit the site periodically to determine whether the completed construction portions of the work is in general conformance with the aest hetic intent of the Construction Documents. The Consultant will not be required to make exhaustive or continuous on-site observations to check the quality or quantity of the work. The total number of all such Client -requested, and periodic, visits included in the basic services is twenty (20). 2. Perform the following services as they relate to project components: a. Attend pre-construction conference; b. Respond to Requests for Information; c. Review and process shop drawings, product data and samples (submittals); d. Assist Client in preparing work descriptions for Change Orders; e. Assist Client in reviewing applications for payment from contractor; f. Assist Client in preparing progress memoranda. 3. Assist Client in conducting a Final Observation of the Project to determine, in general, whether the items contained on the punch list have been completed or corrected and are in general conformance with the aesthetic intent of the Construction Documents. 4. The Construction Observation Phase will terminate when final payment to the Page 162 of 509 San Gabriel Park P2 April 14, 2017 Page 8 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement contractor is due, or in the absence of a final Certificate for Payment, sixty days after the Date of Substantial Completion of the Work, whichever occurs first. 3. SURVEYS 1. Geotechnical – This element shall consist of performing boring and testing on the material to develop a pavement design for East Morrow Street and the proposed parking lots. Bores will also be performed near the restrooms, bridge abutments, and other park amenities that may require development of foundation design. Selective clearing with a hydro axe for drill rig to access boring locations along the Trail Extension route will be provided by the City. 2. Topographic – This element shall consist of a topographic survey of the San Gabriel Trail Extension site and tie into the current survey used for Phase 2 as well as the Pape-Dawson survey of the Village at San Gabriel. The proposed survey will include existing tree identification, spring locations if encountered, drainage channels/ways, and other elements located within project boundaries. The survey will identify existing utilities and identify the existing contours in order to perform the engineering design. 3. Geological Assessment – This task shall include a geological investigation and subsequent report for inclusion into the project WPAP for the San Gabriel Trail Extension. This report will be designed to meet City of Georgetown UDC, identifying any applicable spring, stream, or geological feature disturbance zones, and satisfy requirements of documentation required for participation and enrollment in the Williamson County Regional Habitat Conservation Plan. 4. ADDITIONAL SERVICES All services requested by the Client that are not listed in Article 2 of this Agreement are considered Additional Services. Additional Services are not included in the Basic Fee, and shall be paid for by the Client as set forth in Article 6 of this Agreement. 4.1 Additional Services include, without limitation, the following: 1. Revisions to drawings previously provided by Consultant due to: changes in the Project’s scope, budget or schedule; instructions that are inconsistent with written approvals or instructions previously given; or enactment or revision of codes, laws, or regulations subsequent to the preparation of such documents; 2. Preparation of as-built drawings; 3. Public or other presentations beyond those described in Basic Services; Page 163 of 509 San Gabriel Park P2 April 14, 2017 Page 9 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement 4. Site visits in excess of the quantity of visits stipulated in Construction Phase Services and/or providing prolonged administration of construction contract should the construction contract time be exceeded by more than sixty (60) days through no fault of the Consultant; 5. Additional site visits following the Final Observation; 6. Consultation and other services, including site visits and construction warranty matters, following issuance of the final Certificate for Payment to the contractor, or in the absence of such certificate, more than sixty (6 0) days after the Date of Substantial Completion of the work; 7. Review and processing of permits, approvals and ordinances with agencies or municipalities having regulatory controls over the development not described in Basic Services; 8. Preparation of information required by this Agreement to be provided by the Client; 9. Providing services to investigate existing conditions and to make measured drawings hereof, or to verify the accuracy of drawings or other information, including survey information, furnished by the Client; 10. Preparing drawings, specifications, supporting data and providing other services in connection with change orders to the extent that the adjustment in the basic compensation resulting from the adjusted construction costs is not commensurate with the services required of the Consultant, providing such change orders are required by causes not solely within the control of the Consultant; 11. Providing consultation concerning replacement of any work damaged by vandalism or other cause during construction and furnishing services as may be required in connection with the replacement of such work; 12. Providing services made necessary by the default of the contractor, or by major defects or deficiencies in the work of the contractor; 13. LEED or Sustainable SITES application, research, documentation, and certification services; Page 164 of 509 San Gabriel Park P2 April 14, 2017 Page 10 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement 14. In an effort to maximize economy of scale for professional fees, it is the intent to have Phase 2 Improvements and the Trail Extension phases executed in conjunction with each other. Should the projects have separate bid, construction observation or regulatory phases, additional services may be incurred. 15. Design iterations beyond three (3) in Schematic Design and two (2) in Design Development. 5. INFORMATION TO BE PROVIDED BY CLIENT 5.1 Client shall provide, in a timely manner, all criteria and full information regarding Client’s requirements for, and limitations on, the Project, including without limitation: 1. Legal description and to-scale boundary survey of the property; 2. All deed restrictions and covenants; 3. Environmental analysis and surveys, including endangered species presence and/or habitat and known City of Georgetown environmental features; 4. CAD files, as appropriate and available, in an AutoCAD format to be mutually determined; 5. Existing or pending municipal, county, state and federal permits or approvals, and other pertinent information as required during the process; 6. Financial/economic information setting forth the budget limitations for th e Project. 6. COMPENSATION 6.1 BASIC SERVICES The Client shall compensate the Consultant as follows: Consultant’s compensation shall include the lump sum of $446,895.00 dollars for Basic Services (the “Basic Fee”), plus the total for surveys for a lump sum of $33,870.00 and the total for Additional Services performed on an hourly basis at the rates set forth in Section 6.4, plus reimbursable expenses as set forth in Section 6.5. Consultant’s total compensation for Basic Services shall be allocated among the various phases of the Project as set forth below, and will be billed monthly based on percent of work complete for each phase of the Project, along with Additional Services and reimbursable expenses incurred during the Page 165 of 509 San Gabriel Park P2 April 14, 2017 Page 11 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement billing period. The amounts indicated do not include amounts resulting from substantial change in scope of the Project or services. The Client agrees to pay the Consultant the following fees for the Basic Services: Basic Services – Phase 2 Improvements: Schematic Design Phase Services $29,930.00 Design Development Phase Services $85,640.00 Construction Document Phase Services $147,455.00 Regulatory Services (includes Trail Extension) $17,950.00 Bidding Phase Services (includes Trail Extension) $16,310.00 Construction Observation Phase Services (includes Trail Extension) $93,260.00 Total for Phase 2 Improvements: $390,545.00 Basic Services – San Gabriel Trail Extension Schematic Design Phase Services $8,100.00 Design Development Phase Services $12,910.00 Construction Document Phase Services $35,340.00 Regulatory Services included in P2 Bidding Phase Services included in P2 Construction Observation Phase Services included in P2 Total for San Gabriel Trail Extension: $56,350.00 Surveys – Phase 2 Improvements and Trail Extension Geotechnical Investigation – Phase 2 $13,870.00 Geotechnical Investigation – Trail Extension $8,000.00 Topographic Survey – Trail Extension $8,000.00 Geological Assessment – Trail Extension $4,000.00 Total for Surveys $33,870.00 Reimbursable Expense Reimbursable expense not to exceed $21,500.00 without further authorization. Reimbursable expenses will include: TCEQ WPAP Assessment Fee (estimated to be $10,000.00); TCEQ SCS Assessment Fee (estimated to be $1,250.00); TAS review and registration fees (estimated to be $2,750.00); Mileage and reprographics (estimated to be $7,500.00) Page 166 of 509 San Gabriel Park P2 April 14, 2017 Page 12 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement 6.2 ADDITIONAL SERVICES The Client shall pay the Consultant for authorized Additional Services performed, including fees and reimbursable expenses. Fees for Additional Services will be included as a separate item on the monthly billing statement. 6.3 INVOICING AND PAYMENT Consultant will invoice Client monthly for Basic Services and Additional Services performed, and for reimbursable expenses incurred in accordance with the Terms and Conditions of this Agreement. Amounts invoiced are due and payable thirty days following the date of the invoice, at the office of RVi, 712 Congress Avenue, Suite 300, Austin, Texas 78701. Amounts remaining unpaid sixty days following the date of the invoice shall bear interest at the rate of 12.0% per annum, or at the maximum legal rate allowable, which shall be calculated from the date of the invoice. In no event, shall Consultant’s failure to bill monthly constitute default under the Terms and Conditions of this Agreement. Consultant retains the right to halt work pending receipt of any overdue payments, and the right to withhold delivery of final work product if Client does not comply with the payment terms above. Client shall pay all costs and expenses, including without limitation, reasonable attorney’s fees and expenses incurred by RVi in connection with the collection of overdue accounts of Client. 6.4 HOURLY RATES The following hourly rates shall apply to the fees described herein and any additional services requested of the Consultant. The rates set forth below shall be adjusted in accordance with the normal salary review practices of the Consultant. Principal $175.00 - $250.00 Project Director $125.00 - $200.00 Project Manager $100.00 - $175.00 Landscape Architect, Planner, Designer $80.00 - $150.00 Production, Technical, Administrative $70.00 - $100.00 6.5 REIMBURSABLE EXPENSES Reimbursable expenses are in addition to compensation for Basic Services and Additional Services and include expenses incurred by the Consultant in the interest of the Project. Reimbursable expenses include such items as telecommunications, reprographics, computer plots/mapping, deliveries, photography, reproductions; postage; automobile transportation; expenses in connection with out-of-town travel; special consultants; cost of maps, surveys, drawings and reports necessary to conduct the work and not other wise furnished by the Client; fees paid for securing approval of authorities having jurisdiction Page 167 of 509 San Gabriel Park P2 April 14, 2017 Page 13 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement over the project; expense of any additional insurance coverage or limits including professional liability insurance requested by the Client in excess of that normally carried by the Consultant and the Consultant’s sub-consultants and third-party consultant charges. Reimbursable expenses will be billed at 1.15 times direct cost to the Consultant. Page 168 of 509 San Gabriel Park P2 April 14, 2017 Page 14 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement Exhibit A Limit of Work, Phase 2 Page 169 of 509 San Gabriel Park P2 April 14, 2017 Page 15 of 15 K:\2014\144288 San Gabriel Park Master Plan\Agreement\Phase 2 Agreement Exhibit B Limit of Work, Trail Extension Page 170 of 509 2 3 1 4 REVISED PHASING PLAN- SAN GABRIEL PARK 1/17/17 REVISED PHASING ORIGINAL PHASING Page 171 of 509 Page 172 of 509 TRAIL EXTENSION CONCEPT ALIGNMENT SAN GABRIEL PARK TO KATY CROSSING SAN GABRIEL PARK SAN GABRIEL R I V E R POTENTIAL DRAINAGE CROSSINGS E. MOR R O W S T R E E T KATY CROSSING PARK LAND Page 173 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m the G eneral G overnment and Fi nance Advi sory B oard (G G AF): Consideration and possible approval of a contract with F i berl i ght, LLC to provide a second dedi cated i nte r net servi ce for a to tal o f $6 3,0 00.00 over three years -- Chris Bryce, Information Tec hnology Director ITEM SUMMARY: This item is to request appro val of a new three-year contract with Fiberlight, LLC for a second dedicated internet c ircuit for a total of $63 ,00 0 ($17 50 a month). IT staff worked with multiple vendors for pricing on this pro ject. Fiberlight offered the be st value in this space based on the following re quirements. 1. Internet se rvic e s delivered over dedicated fiber o ptic cable 2. Ability to ro ute the City’s current public IP spac e 3. Ability to o ffe r bandwidth to mirror our primary connection 4. Cost to the City for the services provided The propo sed contract will add a second internet connection at 200 megabits/se c ond with a separate internet service provider to be terminated at the Public Safety complex. This will allo w City staff to stay connecte d to interne t se rvic e s should our primary internet service provider, router, or firewall located at the GCAT building go down. COMMENTS: Recommended by the General Government Financ e Adviso ry Board at their March 29 th, 20 17 meeting. FINANCIAL IMPACT: All items were budgeted during the FY 20 17 budget process. Expenses will be re corded in ac c ount 570-5-0641-51 -34 1 (Annual Contrac ts). SUBMITTED BY: Chris Bryce, IT Dire cto r - SP ATTACHMENT S: Description F ib erLight Mas ter Services Agreement Ded icated Internet Ac cess (DIA) Pro d uc t R id er Page 174 of 509 ® Confidential & Proprietary Customer Name: City of Georgetown Master Services Agreement v. May 2016 MSA Number: MSA-00012540 Page 1 of 6 Master Services Agreement General Terms and Conditions This MASTER SERVICES AGREEMENT (“MSA”) is entered by and between FiberLight, LLC, a Delaware limited liability company, on behalf of itself and its controlled affiliates (collectively, "FBL"), whose principal place of business is located at 11700 Great Oaks Way, Suite 100, Alpharetta, Georgia 30022 and City of Georgetown, a Texas municipality (“Customer”), whose place of business is located at 300-1 Industrial Avenue, Georgetown, Texas 78626. As used in this MSA, "Party" means either Customer or FBL, as appropriate, and "Parties" means Customer and FBL. Other capitalized or defined terms in this MSA shall have the meaning ascribed to them herein, within the FBL Defined Terms Supplement (which can be found at www.fiberlight.com/resources/legal/FBL-Terms-Conditions ), or in accordance with common industry understanding. The services referenced in this MSA (“Service” or “Services”) are offered to Customer by FBL. This MSA sets forth the legal rights and obligations governing FBL’s offer, provisioning and delivery of Services and Customer’s receipt and use thereof. Customer shall contract for, and order, Service on an FBL-designed Service Order Form (“SOF”) or Statement of Work (“SOW”), as applicable. The agreement in its entirety shall consist of the terms and conditions in each SOF or SOW; the applicable Product Rider Attachments (“Product Riders”); this MSA; FBL’s Acceptable Use Policy (“AUP”), if applicable; and any applicable tariffs (collectively the “Agreement”). In the event of an inconsistency between a term or condition contained in any component document(s) comprising the Agreement (but only to the extent of the inconsistency), including any incorporated attachments, appendices, exhibits or other documents, the order of precedence, from the most to the least controlling, shall be: (1) Applicable filed and effective tariff(s), to the extent required by law; (2) Service Order, including any applicable and properly incorporated promotions and/or amendments thereto; (3) Applicable Product Rider(s), including exhibits and Service Level Agreements (“SLAs”); and (4) The Agreement. The offer, provisioning and delivery of Services are subject at all times to the receipt by FBL of all required approvals or authorizations from regulatory agencies having jurisdiction over the Services or FBL. If Customer receives and uses Services without a SOF or SOW as described herein, Customer nevertheless shall be deemed to have accepted, and therefore will be bound by, all the applicable terms and conditions relating to the Services received and used. Page 175 of 509 ® Confidential & Proprietary Customer Name: City of Georgetown Master Services Agreement v. May 2016 MSA Number: MSA-00012540 Page 2 of 6 ARTICLE 1 – SERVICES PROVIDED & ORDERING 1.1 Customer may request the following Services from FBL. Each Service, along with corresponding terms, are detailed on the corresponding Product Rider(s): Attachment A - Ethernet Product Rider Attachment B - Dedicated Internet Access (DIA) Product Rider Attachment C - Managed Wavelengths Product Rider Attachment D - Optical Lease Product Rider 1.2 Customer shall request the applicable Services by submitting a service order (“Service Order”) to FBL, in the form of either a Service Order Form (“SOF”) or a Statement of Work (“SOW”). All Service Orders are pending until accepted and executed by FBL. Upon acceptance of a Service Order by FBL, FBL will provide to Customer a Firm Order Commitment (“FOC”) in accordance with the intervals for the applicable Service. ARTICLE 2 –OBLIGATIONS/LIMITATIONS & SERVICE ACCEPTANCE 2.1 Availability of Facilities. (a) Service is offered and furnished subject to the availability of all necessary Facilities, including those acquired by FBL from or through third parties. FBL may limit or allocate Service, if necessary, due to Facilities availability, taking into account FBL's then current and projected capacity and the reasonable expectations of its existing and future customers. (b) Except as expressly provided otherwise in an exhibit or Service Order, FBL, following the provision of reasonable notice to Customer, may: (1) alter the methods, processes or suppliers by or through which it provides Service; (2) discontinue furnishing a feature or supporting an application associated with Service (3) change the Facilities used to provide Service; or (4) substitute comparable Service for that being furnished to Customer. (c) Except as expressly provided otherwise in an exhibit or Service Order, the Facilities used to provide Service will be of FBL's exclusive choosing. In no event will title to those Facilities vest in Customer or others. 2.2 Intentionally Left Blank. 2.3 Tariff Service. This Agreement incorporates any applicable tariff, which may be modified by FBL from time to time in accordance with law and affect the Service being furnished Customer. Terms and conditions in this Agreement may supplement but not vary those established in a tariff. If an applicable tariff is cancelled during the term of this Agreement, its terms will be incorporated into and made part of this Agreement as of the effective date of cancellation. 2.4 Resale of Services. (a) Customer is the customer-of-record for Service(s) acquired under this Agreement. If Customer resells Service or incorporates Service into services it provides to its carrier customers or to end users, Customer will be solely responsible for interfacing with its carrier customers or end users with respect to all matters pertaining to its services including, without limitation, service provisioning, billing, and collection, dispute resolution and crediting. FBL will have no obligation to interact with Customer's carrier customers or end users, nor will FBL incur any liability to them for its performance under this Agreement. Customer is responsible for the payment of all charges for Service furnished to it, its carrier customers, or their end users. This responsibility is not diminished or otherwise affected by any: (1) use, misuse, fraud or abuse by Customer, its employees, its carrier customers, their end users, or other members of the public of Service or of Customer-provided systems, equipment, Facilities or services interconnected to Service; or (2) Customer inability to collect payments or charges from its carrier customers, their end users, or others. (b) Customer is responsible for: (1) applying and enforcing all applicable provisions of this Agreement on its carrier customers and their end users; and (2) any liability arising from a violation of a Customer obligation under this Agreement. If FBL discontinues providing Service to Customer for any reason, Customer will be solely responsible for furnishing any required notice to its affected carrier customers or their end users. 2.5 Access to Premises. Customer will provide FBL, its agents or contractors with reasonable access to Customer and end user premises to provision, inspect, maintain and repair Service or retrieve FBL Service- related equipment situated on Customer or end user premises. If Customer does not hold access rights, Customer will acquire them so that FBL timely can perform these undertakings. 2.6 Delays; Non-performance. FBL will not be liable to Customer or others with respect to any: (a) delay in meeting a Requested Service Date; or (b) inability to provide Service after the FOC Date, except to the extent set forth in this Agreement. 2.7 Service Delivery & Acceptance. Prior to delivering Services to Customer, FBL will perform testing procedures, as indicated in the applicable Product Rider(s), to ensure that the Service conforms to the applicable technical specifications. FBL shall notify Customer when the Service has been successfully installed and is available for Customer’s use (“Service Date”). Customer shall verify the Services within the verification period as indicated in the applicable Product Rider(s) (the “Verification Period”). If no Verification Period is stated in the applicable Product Rider, Customer shall have three (3) days to verify the Services. Within the Verification Period, Customer shall either: (i) accept the Service by executing an Acceptance Notice and returning it to FBL, or (ii) reject the Service in writing, providing details to FBL as to why the Service is being rejected. Failure by Customer to accept or reject the Service within the Verification Period shall be deemed as an automatic acceptance of the Service. Any use of a Service, other than for verification testing, shall constitute its immediate acceptance of the Service without the formality of executing an Acceptance Notice. At the end of the Verification Period, or anytime earlier as set forth above, if there is no rejection of the Service from Customer, FBL shall consider Services “in-service” and Accepted as of the Service Date, and shall commence billing Customer for Services. If FBL makes a Service available to Customer, but Customer, for whatever reason, is not ready to accept and use the Service, billing shall nonetheless commence on the Service Date. This applies to circumstances including, but not limited to, if Customer does not have its own equipment in place to begin using the Service. ARTICLE 3 - BILLING; PAYMENT; FINANCIAL STANDING 3.1 Billing. Customer shall be responsible for all Non-Recurring Charges (“NRC”) and Monthly Recurring Charges (“MRC”) as set forth on the applicable Service Order. MRCs are billed one (1) month in advance; and NRCs are billed in advance. If Service is made available on a day other than the first day of a monthly billing period or if Service is discontinued on a day other than the last day of a monthly billing period, the MRC will be prorated for the monthly billing period. All invoices to Customer shall be at the address provided to FBL on the customer profile, unless so directed otherwise by the Customer. FBL reserves the right to bill Customer retroactively for any Services received by Customer, but not billed to Customer or any amounts billed in error. 3.1.1 Billing Remittance. FBL shall send Customer all invoices related to this MSA to the address indicated below. Customer may change the billing address upon providing written notification to FBL of the new address. CUSTOMER’S BILLING CONTACT INFORMATION Name: Accounts Payable Address: City of Georgetown P.O. Box 409 Georgetown, Texas 78626 Phone Number: 512-931-7745 Email Address: purchasing@georgetown.org 3.2 Customer Payment Obligation. Except as provided in Section 3.5, Customer must pay all invoiced charges without deduction or setoff within thirty (30) days of the date of an invoice ("Payment Period"). Payment shall be made by check, or electronically. Any restrictive endorsements or statements placed on checks and accepted by FBL will not be binding on FBL. If Customer’s check is returned for non-payment, Customer shall be assessed a return check fee not to exceed $35. In no event shall payment by credit or debit card be accepted. 3.3 Late Payments. Except with respect to amounts disputed in good-faith by Customer as defined by state law, FBL may charge a late fee to Customer which shall not be greater than the amount allowed under the Texas Prompt Payment Act. 3.4 Credit Approval and Deposits. Customer shall provide FBL with credit information as requested. FBL may require Customer to make a deposit as a condition of FBL’s acceptance of any Service or continuation of: (a) any usage-based Service or (b) any non-usage based Service where Customer fails to timely make any payment due hereunder or if FBL Page 176 of 509 ® Confidential & Proprietary Customer Name: City of Georgetown Master Services Agreement v. May 2016 MSA Number: MSA-00012540 Page 3 of 6 reasonably determines that Customer has had an adverse change in financial condition. Deposits will not exceed an amount equal to two (2) months of estimated charges for Service and will be due upon FBL’s written request. At FBL’s sole discretion, deposits collected may be credited to Customer’s account prior to or at discontinuation of Service and the balance, if any, will be refunded. 3.5 Bill Disputes. To dispute an invoice, Customer must notify FBL by submitting a completed Bill Dispute and Credit Form (available at http://www.fiberlight.com/Resources/Policies-Forms.aspx) to CustomerRequests@FiberLight.com or by mailing the completed form to the Notice address provided in Section 16. Customer, in good faith, may withhold the disputed amount of the total amount of invoiced charges but must pay the remainder of the invoice within the Payment Period. No charge may be disputed more than ninety (90) days after the date of the invoice on which a charge appears. Any Customer payment of a charge timely disputed and in the manner required will not deprive Customer of its right to dispute the charge. FBL will promptly investigate Customer's claim with a view toward resolving the dispute within thirty (30) days of FBL's receipt of the Customer's notice. Following an investigation in which Customer co-operates with FBL, FBL may in good faith reject Customer's claim, in whole or in part, and will advise Customer of the reason for its action. If the dispute is not resolved to Customer's satisfaction, the Parties may further address the dispute pursuant to Article 14. 3.6 Bill Dispute Consequences. If a disputed amount withheld is determined to have been a legitimate charge, interest at the rate of 1.5% (or the maximum allowed by law, if less) may be charged on the amount not paid within the original Payment Period, and Customer must pay the total amount due and owing within ten (10) business days of its receipt of notice of the determination from FBL. 3.7 Consequences of Non-Payment. If Customer does not make payment of invoiced charges in accordance with the provisions of this Article and fails to correct such non-payment, including any applicable late fees, within ten (10) days of written notice from FBL, then FBL may, at its option, do one or more of the following: (a) refuse to accept additional Service Orders; (b) without further notice, suspend Service furnished under this MSA or any other service agreement until Customer has paid all past due amounts owed, with interest; (c) offset unpaid balances with amounts FBL may owe Customer under any other agreement between the Parties; or (d) require a deposit as identified in section 3.4. Service also may be suspended for any Customer failure to comply with Section 3.7 (d). Following any suspension of Service for non-payment, Service may not be restored until Customer: (a) pays in full all charges then due, including any late fees, interest, collection costs, and reconnection fees; and (b) provides FBL with satisfactory assurances of its ability to pay during the remainder of the Service term, as set forth on the applicable SOF or SOW. If Customer fails to timely make full payment of the charges due, Service will be terminated effective as of the date of suspension. Notwithstanding the foregoing, in the event that Customer fails to make payment of invoiced charges in accordance with the provisions of this article more than three (3) times in any given twelve (12) month period, such non- payment shall be an immediate default on the tenth (10th) day following the date on which payment is due, and FBL may terminate this Agreement without further notice to Customer. 3.8 Special Construction or Acquisition. Notwithstanding anything to the contrary in this MSA, if FBL is required to specially construct or acquire telecommunications Facilities from a third party, or both, in order to provide Service, and the costs thereof are not included in the MRC for the affected Service(s), the Parties will agree in writing on the estimated charges applicable to the construction or acquisition prior to the undertaking of the activity by FBL. If Customer cancels this MSA or any Service Order involving special construction or acquisition after the acceptance of a Service Order but prior to the Service Date, Customer shall reimburse FBL for all unpaid costs and expenses incurred by FBL in connection with the special construction or acquisition up to the time of cancellation. This payment obligation is in addition to any other rights and remedies FBL may have at law, in equity, or as provided in this MSA. ARTICLE 4 – ASSESSMENTS 4.1 Applicability. Customer shall be responsible for all applicable Federal, State, or local use, excise, sales, value added or privilege taxes, duties, franchise, telecommunications fees, surcharges or any other taxes, fees, duties, charges or surcharges imposed on or incident to the provision, sale or use of Services provided by FBL (“Assessments”). Such charges may be shown on invoices as recovery fees. Customer will not be billed for Assessments based on FBL’s income. Service charges do not include applicable Assessments and such charges will be shown separately on Customer’s invoice. 4.2 Intentionally Left Blank. 4.3 Exemption Certificate. If Customer believes itself to be exempt from any Assessments, it may provide FBL with a valid exemption certificate. If the certificate is accepted, FBL will cease imposing the applicable Assessments. No exemption will be applied to any period prior to the date Customer provides such certificate. 4.4 Survival. Customer's obligation to pay Assessments under this Article 4 will survive the expiration or earlier termination of the Agreement or applicable Service Order. ARTICLE 5 - TERM AND TERMINATION; EARLY TERMINATION CHARGES 5.1 Term of Agreement. The initial term of the MSA will commence on its Effective Date and end five (5) years thereafter. Each Service Order shall set forth the term for the applicable Service Order. The MSA and Service Order shall automatically renew for the same term as the initial term unless one Party provides the other with written notice of its intent not to renew it at least sixty (60) days prior to the end of the initial or any renewal term. If a term of Service established in a Service Order extends beyond the date of expiration of the MSA, the affected Service will be provided in accordance with the term established in the Service Order pursuant to the terms of the MSA as though it had remained in full force and effect. 5.2 Termination of Agreement and Discontinuation of Service. If Customer terminates the Agreement (other than as provided in Section 5.1) or discontinues a Service for any reason, Customer must provide FBL with a completed Disconnect Request Form (available at http://www.fiberlight.com/Resources/Policies-Forms.aspx) to CustomerRequests@FiberLight.com or by mailing the completed form to the Notice address provided in Section 16. Termination of the Agreement may not occur with less than thirty (30) days notice. For discontinuation of Service, the notice must identify the affected Service(s) (e.g., the circuit ID and its primary and secondary locations) and provide the requested date of discontinuation, which may not be less than thirty (30) days from the date Customer's notice is received by FBL. A purported termination or discontinuation will be ineffective and Customer will remain fully obligated to FBL in the event that Customer’s termination notice does not comply with this section, either in form or in substance. Early termination of a Service Order by Customer may subject Customer to be liable for Early Termination Charges under this Agreement, as defined below, for discontinuing Service prior to the expiration of a Service term. 5.3 Early Termination Charges. If a Customer terminates a Service Order other than for cause or lack of appropriation of funds, as set forth in the applicable product rider, or as set out in Section 5.1 above, Customer shall be subject to an early termination charge equal to one hundred percent (100%) of the monthly recurring Charges times the number of remaining months in the then current Service Order term up to month 12, and then 50% of the monthly recurring Charges times the number of months in the then current Service Order term for months 13 to the end of the term. In addition, Customer shall be liable for any waived installation, third party provisioning and/or construction charges (“Early Termination Charges”). All Early Termination Charges shall be paid to FBL within thirty (30) days of receipt of a final invoice from FBL (“Final Invoice”). ARTICLE 6 - INSURANCE 6.1 Except as may otherwise be required under this Agreement, Customer shall maintain, throughout the term of this Agreement, the following insurance coverage with a licensed insurance company rated A- or better by A.M. Best: (a) Worker's Compensation Insurance to comply with the state laws in which the work is performed, whenever Service is furnished exclusively by FBL on its or a third party's premises; (b) Commercial General Liability in an amount not less than $1,000,000 per occurrence / $2,000,000 general aggregate; and (c) Automobile Liability, including Non- Owned and Hired Auto Liability, in an amount not less than $1,000,000 Combined Single Limit, whenever Service is furnished exclusively by FBL on its or a third party's premises. All insurance carried by Customer will be primary and non-contributory with any insurance carried by FBL. ARTICLE 7 - WARRANTIES 7.1 The Parties. Each Party represents and warrants it is duly organized, validly existing, and in good standing under the laws of the place of its Page 177 of 509 ® Confidential & Proprietary Customer Name: City of Georgetown Master Services Agreement v. May 2016 MSA Number: MSA-00012540 Page 4 of 6 origin, and possesses all the authority necessary to enter into and perform its obligations under this Agreement. 7.2 FiberLight. FBL represents and warrants that it possesses, and will maintain, all licenses, approvals, registrations, and certifications required by regulators or other third parties to furnish its services to Customer. 7.3 Customer. Customer represents and warrants that: (a) services it furnishes to its end users and carrier customers are designed, installed, provided, and maintained in compliance with applicable legal requirements and those established in this Agreement; (b) all Customer traffic handled by FBL is compliant with applicable legal requirements and those established in this Agreement; and (c) it possesses, and will maintain, all licenses, approvals, registrations and certifications required by regulators or other third parties to furnish its services. 7.4 Exclusion of Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER FBL NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE SERVICES OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES, UNDER THIS AGREEMENT OR OTHERWISE. THE SERVICES ARE PURCHASED WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. FBL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. FBL DOES NOT MONITOR, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, THE CONTENT OF ANY COMMUNICATION TRANSMITTED BY CUSTOMER OR OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE SERVICES. ARTICLE 8 - DEFAULT 8.1 Default Events. A Party is in default under this Agreement if: (a) Customer violates any of its representations or warranties under this Agreement; or (b) Customer fails to timely pay amounts due under this Agreement and such failure is not cured by Customer within ten (10) days after FBL provides Customer written notice of such failure; or (c) either Party otherwise breaches a material provision of this Agreement and such breach is not cured within thirty (30) days after the non-breaching Party provides written notice of such breach (or such shorter period of time as required by this Agreement), provided that if the breach is of a nature that it cannot be reasonably cured within the cure period specified herein, a default will not occur so long as the defaulting Party has commenced to cure within said cure period and thereafter diligently pursues such cure to completion. Unless otherwise provided in a Product Rider or Service Order, any failure of Service resulting in Service Outage credits, as defined in the applicable Product Rider(s), is not a default entitling Customer to terminate the affected Service or this Agreement. 8.2 Termination for Breach. In addition to remedies available at law or in equity, the non-defaulting Party may terminate this Agreement (including its applicable Product Riders and Service Orders, both implemented and pending), in whole or in part, for a default. 8.3 Payment Default. A payment default resulting in termination of this Agreement will entitle FBL to collect from Customer applicable Early Termination Charges, in addition to pursuing other available remedies. ARTICLE 9 - CONFIDENTIAL INFORMATION 9.1 Each Party must protect the other Party's confidential or proprietary information disclosed in accordance with this Agreement, relating to such party's business and technology, including without limitation, its products, customer lists, pricing, development and marketing plans, and financial information, whether or not marked “Confidential” and whether in written or oral form, (“Confidential Information”) with the same degree of care used to protect its own confidential information, but in no event may less than a reasonable standard of care be used by either Party in connection with the preservation of the other Party's Confidential Information. Notwithstanding the foregoing, in the event that the Parties have executed a nondisclosure Agreement (“NDA”) either prior to the Effective Date of or contemporaneous with this Agreement, the Parties will comply with the terms and conditions thereof, which, notwithstanding any contrary provision therein, shall be coterminous with this Agreement. FBL recognizes that Customer is a government entity subject to the Texas Public Information Act and any release of Confidential Information required by the Texas Public Information Act is not a violation of this provision. ARTICLE 10 - INDEMNIFICATION 10.1 FBL's Indemnification of Customer. FBL will defend and indemnify Customer, its employees, directors, officers, and agents, from and against any suit, proceeding, or other claim brought by an entity (not a party to or an Affiliate of a party to this Agreement) that is caused by, arises from, or relates to: (a) damage to real or tangible personal property or personal injuries (including death) arising out of the gross negligence or willful act or omission of FBL in the provision of Service; or (b) FBL's violation of any of its representations or warranties under this Agreement. 10.2 Customer's Indemnification of FBL. To the extent allowed by law, Customer will defend and indemnify FBL, its employees, directors, officers and agents, from and against any suit, proceeding, or other claim brought by an entity (not a party to or an Affiliate of a party to this Agreement) that is caused by, arises from, or relates to: (a) damage to real or tangible personal property, personal injuries (including death) arising out of the negligence or willful act or omission of Customer in the use of the Service; (b) representations regarding the nature of Customer's traffic; (c) any use or resale of Service by Customer or others; or (d) Customer's violation of any of its obligations, representations or warranties under this Agreement. 10.3 Intellectual Property. If Service, by itself as provided by FBL, becomes, or if FBL reasonably believes it may become, the subject of a suit, proceeding or other claim by an entity (not a party to or an Affiliate of a party to this Agreement), that the Service directly infringes U.S. patent, trademark or copyright rights of such entity, FBL at its own expense and option will: (a) procure the right to continue to provide Service; (b) modify or replace Service with a different one having substantially similar functionality; or (c) discontinue the Service and, as appropriate, refund to Customer a pro-rata portion of charges paid by Customer through the date of Service discontinuance. 10.4 Procedure. If a claim is made against FBL or Customer, the Party in receipt of the claim ("Indemnified Party") will notify the other Party ("Indemnifying Party") in writing no later than sixty (60) days after learning of a potential claim. The Indemnifying Party will be entitled to assume sole control of the defense of the claim and all related settlement negotiations. The Indemnified Party will provide assistance, information, and authority reasonably necessary to assist the Indemnifying Party. A Party may not settle a claim without the other's consent if the settlement would impose an obligation on, or require any admission by, the other Party. Failure of the Indemnified Party to provide notification of a claim will not relieve the Indemnifying Party of its obligations under this Agreement except to the extent the delay prejudices the Indemnifying Party. 10.5 Limitation. Sections 10.1 and 10.3 set forth the entire liability of FBL, and Customer's sole and exclusive remedies, with respect to any claim subject to indemnification under this Agreement. 10.6 Survival. These indemnification obligations will survive this Agreement. ARTICLE 11 - LIMITATION OF LIABILITY 11.1 Consequential Damages. Except for the claims arising from or relating to Articles 9 and 10 herein, neither Party is liable to the other for any consequential or special damages of any kind or nature whatsoever including, without limitation, any lost profits, lost revenues, lost savings or any other business loss including goodwill, loss of use of property, loss of data, cost of substitute performance equipment or services, downtime costs, and claims for damages or harm to business regardless of foreseeability or whether damages are caused by the negligence, willful misconduct, or wrongful act arising from or related to this Agreement. 11.2 Service Credits. Customer's sole remedy for any failure of Service is the right to receive service outage credits, if applicable and as set forth in the applicable Product Rider Service Level Agreement (“SLA”). 11.3 Liability Limits. FBL'S ENTIRE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT (OTHER THAN FOR SERVICE FAILURES FOR WHICH SERVICE OUTAGE CREDITS WILL BE GIVEN AS SET FORTH ABOVE), IS LIMITED TO THE LESSER OF THE DIRECT DAMAGES ALLEGED AND PROVED BY CUSTOMER OR THE TOTAL AMOUNT PAID BY CUSTOMER FOR SERVICE DURING THE THREE (3) MONTHLY BILLING PERIODS IMMEDIATELY PRECEDING A CLAIM. The foregoing limitations apply to all Page 178 of 509 ® Confidential & Proprietary Customer Name: City of Georgetown Master Services Agreement v. May 2016 MSA Number: MSA-00012540 Page 5 of 6 causes of action and claims irrespective of their nature, including breach of contract, breach of warranty, strict liability, negligence, misrepresentation, or any other tort. ARTICLE 12 – ACCEPTABLE USE POLICY & MAINTENANCE 12.1 FBL’s Acceptable Use Policy. Customer’s use of FBL’s Services or network may only be for lawful purposes and must comply with FBL’s AUP. Transmission of any material in violation of any law, regulation or the AUP is strictly prohibited. The AUP is incorporated into this Agreement by reference, and can be found at www.fiberlight.com. The AUP may be modified without prior notice to Customer. FBL will investigate all alleged violations of the AUP. Violation of the AUP by Customer or any of Customer’s customers may result in termination of this Agreement, and subject to Early Termination Charges. FBL has the right to limit the manner in which any portion of its network and Facilities is used to protect the technical integrity of the network. Customer will also be liable for any damages resulting from unauthorized use of FBL’s Services from Customer’s premises. 12.2 Maintenance. FBL shall be responsible for maintaining the Services under this Agreement as set forth in the applicable Product Rider. Unless otherwise authorized, Customer is prohibited from performing or accessing the FBL network to conduct maintenance or repairs without the prior express written authorization of FBL. ARTICLE 13 - FORCE MAJEURE 13.1 Neither Party will be considered in breach of this Agreement nor liable under this Agreement for any delays, failures to perform, damages or losses, or any consequence thereof, arising directly out of an event of “Force Majeure,” which is defined as (i) acts of God, such as fire, flood, earthquake, epidemic or other natural cause, (ii) terrorist events, riots, insurrections, war or national emergency, (iii) strikes, boycotts, lockouts or other third-party labor dispute, (iv) judicial order, legal prohibition, administrative ruling or other action or inaction of any governmental authority, but only, in the case if the event is not the result of any negligent or intentionally wrongful act or omission of the affected Party or its subcontractors, agents or representatives or to removable or remedial causes that the affected Party or its subcontractors, agents or representatives fail to remove or remedy using reasonable efforts and within a reasonable period of time, or (v) fiber cut caused by a third party without any negligence by FBL and such third party is not a subcontractor, agent or representative of FBL. The affected Party’s liability for breach under this Agreement will resume following a period equal to the duration of the Force Majeure event. The Party claiming an event of Force Majeure will provide prompt written notice to the other Party of any occurrence or condition that warrants an extension of time. The notice will specify the anticipated length of the delay, the cause of the delay and a timetable by which any remedial measures will be implemented. ARTICLE 14 - DISPUTE RESOLUTION 14.1 Except as otherwise provided in this Agreement, any dispute, controversy or claim (individually and collectively, a “Dispute”) arising under this Agreement shall be resolved in accordance with the procedures set forth herein. In the event of a Dispute, and upon the written request of either Party, each of the Parties shall appoint within five (5) business days after a Party’s receipt of such request, a designated representative who has authority to settle the Dispute and who is at a higher level of management than the persons with direct responsibility for administration of this Agreement. The designated representatives shall meet as often as they reasonably deem necessary in order to discuss the Dispute and negotiate in good faith in an effort to resolve such Dispute. The specific format for such discussions will be left to the discretion of the designated representatives; however, all reasonable requests for relevant information made by one party to the other shall be honored. If the Parties are unable to resolve issues related to a Dispute within thirty (30) days after a party’s request is made for appointment of designated representatives as set forth above, either Party may seek any relief to which it is entitled to under applicable law. ARTICLE 15 – ASSIGNMENT; DELEGATION 15.1 Assignment. Neither Party may not assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, FBL may assign its rights or delegate its obligations under this Agreement to any affiliate or successor in interest without the consent of Customer. 15.2 Prior Agreement. If this Agreement is assigned to an entity that, prior to the assignment, had an agreement with FBL, the service being provided will continue to be governed by that prior agreement, and the Service provided under this Agreement will be governed by this Agreement, each without reference to the other. ARTICLE 16 - NOTICES 16.1 Bill Disputes. Customer must submit a written Bill Dispute and Credit Form for any invoiced charge(s). All disputes shall be sent to CustomerRequests@FiberLight.com or via US Mail the attention of “Customer Care” at the address stated below, or such other address as FBL may specify from time to time. 16.2 Service Discontinuation. Customer must submit a Disconnect Request Form to discontinue a Service by sending the completed form to CustomerRequests@FiberLight.com or to FBL at the address indicated below, or such other address as FBL may specify from time to time. 16.3 Price Adjustments. FBL may modify Service charges pursuant to notice requirements established in the applicable Product Rider(s) or Service Order per regulatory direction to do so. 16.4 Other Matters. All other notices under this Agreement, including any notice pertaining to termination of this Agreement, must be in writing and delivered by overnight courier (e.g., Federal Express, United Parcel Service), certified mail, return receipt requested, to the persons whose names and business addresses appear below, or via email to the addresses listed below. A notice will take effect on the date of its receipt by the receiving Party: To FBL: FiberLight, LLC 11700 Great Way Oaks Suite 100 Alpharetta, Georgia 30022 Attn: Customer Care sales@fiberlight.com Copy to: FiberLight, LLC 11700 Great Way Oaks Suite 100 Alpharetta, Georgia 30022 Attn: General Counsel legal@fiberlight.com To Customer: City of Georgetown P.O. Box 409 Georgetown, Texas 78626 Attn: David Hernandez David.hernandez@georgetown.org Copy to: City of Georgetown P.O. Box 409 Georgetown, Texas 78626 Attn: James Davis James.davis@georgetown.org Either Party may change its address and point(s)-of-contact by notifying the other Party in accordance with the requirements established in this Article. ARTICLE 17 - MISCELLANEOUS 17.1 Interpretation. This Agreement may not be construed or interpreted against either Customer or FBL because that Party drafted, or caused its legal representative to draft, any of its provisions. 17.2 Intentionally Left Blank. 17.3 FBL Facilities, Equipment, and Software. FBL Facilities, including equipment and software, used to provide Service will remain the exclusive property of FBL or its assignee, and nothing contained in this Agreement can be interpreted to convey to Customer any right, title or interest in the Facilities, equipment or software, which will remain personal property even if attached to or embedded in realty. Customer may not remove or conceal any identifying plates, tags, or labels affixed to FBL Facilities or equipment, nor may Customer alter, or attempt to alter, software furnished as part of Service. FBL may substitute or rearrange the Facilities or equipment, or modify the software, so long as the quality of Service is not impaired by the changes. Upon termination of Service for any reason, FBL will retrieve its Facilities and equipment from Customer premises or Page 179 of 509 ® Confidential & Proprietary Customer Name: City of Georgetown Master Services Agreement v. May 2016 MSA Number: MSA-00012540 Page 6 of 6 Customer, at its expense, will return to FBL, within thirty (30) days of Service termination, all FBL-provided Facilities, and equipment, along with any software and other information or materials provided by FBL in connection with the furnishing of Service. The Facilities, equipment, software, or other materials retrieved or returned will be in the same condition as when initially delivered to Customer, normal wear and tear excepted. If Customer fails to return FBL's property or allow for its retrieval, Customer must reimburse FBL, upon demand, for the replacement cost of the Facilities, equipment, software, and other information or materials provided, as well as any costs incurred by FBL resulting from the Customer's failure to return FBL's property. 17.4 Agency; Partnership; and Third Parties. Neither Party becomes the agent or legal representative of the other Party as a result of this Agreement, nor does it create a partnership or joint venture between the Parties. In addition, this Agreement confers no rights, benefits, or remedies of any kind on third parties including, without limitation, Customer's carrier customers and any end users. 17.5 Waiver. No waiver of any provision in this Agreement will be binding unless in writing and signed by both Parties. The failure of a Party to insist on the strict enforcement of any provision of this Agreement will not constitute a waiver of the provision and all terms of the Agreement will remain in full force and effect. 17.6 Subsequent Agreements and Modifications. No subsequent agreement between the Parties concerning Service will take effect or be binding unless made in writing and signed by both Parties. Additionally all modifications to this Agreement or any Service Order must be in writing and executed by authorized representatives of each Party. 17.7 Entire Agreement. This Agreement, together with any applicable tariff, sets forth the entire understanding of the Parties and supersedes prior or contemporaneous agreements, arrangements, or understandings, both written and oral, with regard to Service. The addenda, attachments, exhibits, and other documents to which reference has been made are integrated parts of this Agreement. 17.8 Severability. If any provision of this MSA is found to be invalid or unenforceable under applicable law, it will be ineffective only to the extent of its invalidity and will not affect the remaining provisions in this MSA. 17.9 Applicable Law and Venue. This Agreement will be governed by the laws of the state of Texas without regard to choice of law principles. Any action arising out of or relating to this Agreement must be brought exclusively in state courts located in Williamson County, Texas, or in the United States District Court for the Western District of Texas located in Austin, Texas. Customer waives any right or entitlement to bring an action in other venues. 17.10 Non-Exclusivity. This Agreement is non-exclusive. Both Parties may enter into similar arrangements with others, and FBL may actively market its services, as part of its normal business undertakings, in full and fair competition with Customer or its carrier customers. 17.11 Publicity and Trademarks. FBL may issue a news release, public announcement, and advertisement relating to this Agreement or Service provided that any use by FBL of Customer’s name will be limited for publicity purposes and the terms and conditions of this Agreement and Service shall remain confidential unless Customer provides written consent. Additionally, neither Party is licensed to use any of the other Party’s trademarks, service marks, or copyrighted information without prior written approval. 17.12 Survival. The terms of this Agreement, which, by their usage and context, are intended to survive this Agreement including, without limitation, the obligation to make payments for Service, will survive its expiration or termination. 17.13 Headings and Internal References. (a) Headings. The Article and Section headings in this Agreement, including all its incorporated documents, are for convenience only and may not be considered in interpreting the provisions in which they appear. (b) Internal References. Any plainly erroneous references or citations to Articles and Sections in this Agreement, including all its incorporated documents, will allow either Party to demonstrate to the reasonable satisfaction of the other Party the intended reference or citation based on logic, context, and previous versions of contractual documents. 17.14 Electronic Signature. Each party to this MSA agrees to use electronic signatures and to be subject to the provisions of the U.S. E-SIGN Act (i.e., the Electronic Signatures in Global and National Commerce Act (ESIGN, Pub.L. 106-229, 14 Stat. 464, enacted June 30, 2000, 15 U.S.C. ch.96). IN WITNESS WHEREOF, FiberLight, and Customer, confirming their consent to the terms and conditions contained in this Agreement and intending to be legally bound hereby, have executed this Agreement as of the dates set forth below. AGREED TO AND ACCEPTED BY: FiberLight, LLC BY: AUTHORIZED SIGNATURE DATE PRINT NAME PRINT TITLE ________________________________________________________ DATE Customer BY: AUTHORIZED SIGNATURE PRINT NAME PRINT TITLE ________________________________________________________ DATE Page 180 of 509 ® Confidential & Proprietary Company Name: City of Georgetown Dedicated IP Product Rider MSA Number: MSA-00012540 6 April 2017 Page 1 of 3 Version 3.0 Attachment B –Dedicated Internet Access (DIA) Product Rider This Dedicated Internet Access Product Rider Attachment (“Product Rider”) is attached to, incorporated into, and deemed part of that certain MSA entered into between FBL and Customer, as expressly authorized by such MSA. Customer knows and understands this Product Rider provides additional terms and conditions governing the Dedicated Internet Access (DIA) Service. The Capitalized or defined terms in the MSA have the same meaning in this Product Rider, unless otherwise defined herein, within the FBL Defined Terms Supplement (available online), or in accordance with common industry understanding. 1. Customer’s Duties to Cooperate Customer or its representative must cooperate with FBL in the installation process, which includes accurate and timely comple tion of an SOF containing detailed demarcation information and other onsite contact listings, and of the necessary technical questionnaires (IP Justification Form, BGP Request Form, DNS Request Form) as provided by FBL. Customer or its representative must be physically present at the time of installation . During installation and at all other times, the Customer will allow access and if necessary provide escort, for FBL’s or its representatives’ necessary personnel to perform the installation and maintenance of the Service, to the designated building’s phone closet(s) or telecommunications room or to the Customer's premises for the purposes of survey, installation, operations and maintenance of the Service, after prior arrangement between the parties. Customer’s failure to cooperate shall release FBL from its obligations pertaining to the Installation Guarantee included in the Product Rider but shall not suspend the Service Date or billing start date. In the event of technical problems relating to the Service, the Customer will ensure that FBL’s or its representatives’ service engineers have unrestricted access to the designated building’s phone closet(s) or telecommunications room or to the customer premises equipment. Customer’s failure to provide access shall release FBL from its obligations pertaining to Section 7 of this Product Rider. 2. Demarcation Point a. Within a FBL data center: If Service delivery takes place within a FBL data center, FBL will deliver the Service at a demarcation point situated on the FBL equipment. FBL will provide, maintain and operate the necessary wiring (“Cross-Connect”) for Customer to connect to FBL’s service at the indicated demarcation point. FBL will provide such Cross-Connect for the fee set forth on the SOF. Within a third-party data center: If Service delivery takes place within a third party data center (i.e. that is not owned and/or operated by FBL), FBL will deliver the Service at a demarcation point situated on the FBL equipment. Unless otherwise agreed, Customer will at its own cost provide, maintain and operate the Cross Connect to connect to FBL’s service at the indicated demarcation point. If Customer and FBL agree that FBL shall provide such Cross-Connect, then FBL will provide such Cross-Connect against fees such as indicated on the SOF and the Service demarcation point will remain on the FBL equipment. b. Intentionally left blank. c. Within an On-Net corporate building: If Service delivery takes place within an On-Net building, FBL will deliver the Service at a demarcation point situated on the FBL equipment within a common telecommunications room and/or the Customer’s suite. FBL will provide, maintain and operate the necessary wiring (“Riser”) between the building entry and the indicated demarcation point. d. At an Off-Net Customer Location: Off-Net Services are being delivered to the Customer Location indicated in the SOF through a third-party local loop to be provisioned by FBL on behalf of Customer. As such, the Customer and FBL agree that the charges set forth in the SOF for such Service assumes that such Service will be terminated at a pre-established demarcation point or minimum point of entry (MPOE) in the building housing the Customer Location, as determined by the local access provider. FBL may charge Customer additional nonrecurring charges not otherwise set forth herein for such Service where the Customer or local access provider determines that it is necessary to extend the demarcation point or MPOE through the provision of additional infrastructure, cabling, electronics or other materials necessary to reach the Customer Location. It shall be the Customer’s responsibility to allow access to the facility for the local access provider, as well as to facilitate or coordinate with the property owner at the Customer Location, all additional space, and electricity determined by the local access provider to be necessary to provide the Service. FBL will notify Customer of any additional non-recurring charges, if any, as soon as practicable after FBL is notified by the local access provider of the amount of such charges. From time to time, FBL may provide, and Customer may accept, budgetary estimates for the extension of the demarcation point to the Customer Location along with the initial SOF. These estimated costs may be based on certain known costs or typical installations that do not require extraordinary efforts by the provider to extend the service. In the event actual costs exceed the budgetary estimate, FBL will notify the Customer as outlined above. 3. Service and Options a. Within the scope of the Dedicated Internet Access Service, FBL transmits IP-packets between the FBL network and associated networks of its customers as well as to and from the global Internet using FBL’s settlement-free peering agreements or paid IP transit with other networks b. MultiBGP: Customer may connect to FBL’s network with multiple BGP sessions over a single port, such BGP sessions being on its own assig ned AS (the primary ASN) and ASs from third parties represented by Customer (the Secondary ASNs). In this case, Customer will be required to provide FBL with a Letter of Authorization (“LOA”) issued by the third parties having registered the Secondary ASNs in order to activate such Service. All interactions, being provisioning or operations, related to BGP-sessions set up between FBL’s network and Secondary ASNs will be handled exclusively between FBL and Customer. The fact that a BGP session is being set up between FBL and other parties represented by Customer does not constitute a contractual relationship between FBL and the other parties, this interaction is ruled by the contractual relationship established between FBL and the Customer. FBL will charge an additional monthly fee for each Secondary ASN connected. c. Managed Router Services: FBL’s Managed Router offering includes basic IP and BGP configurations. After initial installation and configuration, any moves, adds or changes to the router will be charged at hourly rate of $250.00 with a minimum charge of one (1) hour. d. Equipment: FBL may, at its sole discretion and if available, provide equipment for certain Services. The fees for such equipment as agreed in the SOF will be added to Customer’s invoice. FBL does not guarantee and is not responsible for any specific type of equipment or any equipment at all, to be made available to Customer. FBL will not provide on-site technical support. Customer will be responsible for applicable replacement costs if the equipment is subject to any damage, unauthorized alteration/modification/repair, abnormal use, misuse, neglect, abuse, accide nt, improper installation, or other acts caused by Customer, its employees, contractors, or any other person. Such action or inaction may void any manufacturer warranties. Customer further agrees to indemnify and hold harmless FBL for any third party claim based on Customer’s unautho rized alteration or modification of the equipment. FBL is not responsible for Service disruptions caused by any request by Customer to relocate equipment. e. Expedite Delivery: FBL’s installation guarantee is strictly limited to the installation guarantee stated in the Product Rider. However, Custo mer may request in the SOF an expedited delivery for their Service. FBL will use commercially reasonable efforts to accommodate Customer’s request; provided, however, that FBL does not guarantee that any such request will be fulfilled (and any such guarantees given either orally or in writing are hereby disclaimed) nor does FBL guarantee that the Service will be delivered on a specific date, such as the Requested Service Date indicated on the SOF. 4. Intentionally left blank. 5. Intentionally left blank. Page 181 of 509 ® Confidential & Proprietary Company Name: City of Georgetown Dedicated IP Product Rider MSA Number: MSA-00012540 6 April 2017 Page 2 of 3 Version 3.0 6. PERFORMANCE AND OPERATING STANDARDS FOR FACILITIES. 6.1 Availability. If a Service Outage (as defined below) occurs with respect to Services provided entirely on FBL’s Facilities and FBL is unable to provide the Services at the Availability Factors (as defined below), then FBL will credit Customer’s invoice for the applicable period with an amount equal to the Service Outage Credit (as defined below) in the month following the request by Customer and determination of the applicable Service Outage Credit pursuant to the provisions set forth below; provided that Customer must request such Service Outage Credit and such request must be made within thirty (30) days of the applicable Service Outage. If a Chronic Service Outage (as defined below) occurs for any Service, then Customer shall have the right to terminate the applicable Service consistent with Section 6.2(f). 6.2 Service Outage. A “Service Outage” shall mean that Customer is unable to exchange IP packets over the FBL provided Facilities. a. A Service Outage shall begin upon the earlier of FBL’s actual knowledge of the Service Outage or FBL’s receipt of written notice from Customer of the Service Outage and shall end upon the correction of the loss of service as set forth above. b. Notwithstanding the above, a Service Outage shall not be deemed to have occurred and no Service Outage Credits will apply: (i) during periods (A) of less than ten (10) minutes, (B) in which FBL is not given access to its Facilities or equipment that are required to provide the Services or to remedy any Service Outage, (C) in which planned or scheduled maintenance and repair activities are occurring, (D) in which Customer or its User continues to use the Services on an impaired basis, or (E) that are not reported to FBL within thirty (30) days of the date the Service was affected; (ii) for interruptions that are caused by or due to (A) acts or omissions of Customer, its User or another third party, (B) the failure or malfunction of facilities or equipment not owned or operated by FBL, including without limitation the failure of the power supply, or (C) a Force Majeure Event or (D) disconnections by FBL for non-payment or other contract default or breaches by Customer; (iii) for Services utilizing in whole or in part Third Party Facilities; and (iv) with respect to any Service whereby Customer’s and/or its Users’ usage of or demand with respect to the Service is greater than the amount of usage or capacity for which the Customer has subscribed. In the event of an interruption of Service or Service Outage, FBL will provide to Customer when requested, within five (5) business days of the resolution of such interruption or Service Outage, a reason for outage (“RFO”) and/or a root cause analysis (“RCA”). c. Availability Factor. The following Availability Factors shall apply to the following Services that are provided entirely on FBL’s Facilities: a. Unprotected Access – 99.0% b. Protected Access – 99.99% c. IP Services Packet Delivery Rate – 99.9% The Availability Factors set forth above shall apply for each calendar month and is a measurement of the percent of total time that Service is operative and deemed available to Customer in accordance with the above specifications when measured over such period. d. Latency. FiberLight guarantees an average (in a calendar month) roundtrip latency between the Customer’s network and the FiberLight IP Network of no more than 45ms. e. Service Outage Credit. With respect to any Service Outages in excess of the Availability Factors, the Service Outage Credit shall be equal to an amount equal to (a) the Recurring Charge applicable to the affected Service during the calendar month in which the Service Ou tage occurred multiplied by (b) the number of hours or fractions thereof that the Service Outage occurred during the applicable period divided by 720 hours. Service Outage Credits are calculated after deduction of all discounts and other special pricing arrangements, and are not applied to governmental fees, taxes, surcharges and similar additional charges, nor are credits available for any usage based Services. OTHER THAN THE ADDITIONAL TERMINATION REMEDY SET FORTH BELOW FOR CHRONIC SERVICE OUTAGES, CUSTOMER’S RIGHT TO RECEIVE SUCH SERVICE OUTAGE CREDIT SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND FBL’S SOLE AND EXCLUSIVE OBLIGATION IN THE EVENT OF A SERVICE OUTAGE OR FOR ANY OTHER CLAIM THAT FBL FAILED TO MEET ITS OBLIGATIONS IN THE PROVIDING OF THE SERVICE. f. Chronic Service Outage. An affected Service shall be deemed to have experienced a Chronic Service Outage to the extent that in any calendar month (i) three or more like/related Service Outages have occurred with each such Service Outage having a duration of more than thirty (30) minutes or (ii) one Service Outage has occurred for a duration of more than forty-eight (48) hours, in each case where the applicable Service Outage has been reported by Customer to FBL with respect to any Service within ten (10) days. If a Chronic Service Outage occurs, then Customer shall have the right to terminate the affected Service upon providing written notice to FBL, without the incurrence of any Early Termination Charge; provided that Customer terminates the applicable Service on or before the expiration of the calendar month following which the Chronic Service Outage occurred. CUSTOMER’S RIGHT TO TERMINATE THE AFFECTED SERVICE SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND THE FBL’S SOLE AND EXCLUSIVE OBLIGATION IN THE EVENT OF A CHRONIC SERVICE OUTAGE. 6.3 Intentionally left blank. 6.4 Mean Time to Repair. Mean Time to Repair (“MTTR”) shall be the average, measured across all FBL customers, the time required to repair a Service and restore its availability and is stated in terms of equipment and cable outages. The time is measured from the time that the Service Outage is reported by Customer to FBL until the Service is available. With respect to Services provided on FBL’s Facilities, FBL will use all commercially reasonable efforts to (a) repair network equipment within an average of two (2) hours of when FBL’s technical representative arrives on the applicable site where the equipment is located, not to exceed a total of four (4) hours from the time the Service Outage is reported and (b) have the first fiber on a cable cut restored w ithin an average of six (6) hours of when FBL’s technical representative arrives on the applicable site where the cable cut is located, not to exceed a total of eight (8) hours from the time the Service Outage is reported. Such averages will be calculated over a calendar month basis. FBL will undertake repair efforts on equipment or fiber when FBL first becomes aware of the problem, or when notified by Customer and Customer has released all or part of the Service for testing, at which point a trouble ticket will be established. Notwithstanding the above, the failure of FBL to m eet such standards shall not constitute a default under this Agreement and FBL shall not be liable to pay Customer any penalties or damages or credit any portion of the Charge s under this Agreement as a result of such failure, other than as set forth in Section 6.1 above. 6.5 PERFORMANCE LIQUIDATED DAMAGES. FOR THIS PRODUCT RIDER, THE REMEDIES OF CUSTOMER IN SECTIONS 6.2(e), 6.2(f), AND 7 HEREOF SHALL CONSTITUTE CUSTOMER’S PERFORMANCE LIQUIDATED DAMAGES FOR THE SERVICE OFFERED UNDER THIS PRODUCT RIDER AND CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY PERFORMANCE FAILURE RELATED TO OR ARISING FROM THE SERVICE OFFERED HEREUNDER. In addition, the charges and the Term set forth in the SOF for the Service assumes that such Service can be provisioned by FBL through the local access provider selected by FBL (and/or Customer) for the stated Term. In the event FBL is unable to provision such Service through the selected local access provider or the selected local access provider requires a higher cost or longer Service Term than that set forth in the SOF, FBL reserves the right, regardless of whether FBL has accepted the SOF, to suspend provisioning of the Service hereunder and notify Customer in writing of any additional non-recurring charges, monthly recurring charges and/or Term that may apply, or to cancel the Service set forth on the SOF. Upon receipt of such notice, Customer will have five (5) business days to accept or reject such changes. If Customer does not respond to FBL within the five (5) business day period, such changes will be deemed rejected by Customer. In the event Customer rejects the changes (whether affirmatively or through the expiration of the five (5) business day period) or if FBL elects to cancel the Service ordered herein, the affected Service will be cancelled without cancellation or termination liability (inclusive of Early Termination Charges) of either party. Page 182 of 509 ® Confidential & Proprietary Company Name: City of Georgetown Dedicated IP Product Rider MSA Number: MSA-00012540 6 April 2017 Page 3 of 3 Version 3.0 7. REMEDY FOR THIS PRODUCT RIDER, THE REMEDIES OF CUSTOMER IN ARTICLE 6 HEREOF SHALL CONSTITUTE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY PERFORMANCE FAILURE RELATED TO OR ARISING FROM THE SERVICE OFFERED HEREUNDER. 8. CHARGES The following rates shall apply to the Service: Ancillary Services: Expedite Non Recurring Fee 1-10 Mbps $350/per day 11+ Mbps $600/per day Due Date Supp Non Recurring Fee 1-10 Mbps $100/per Supp Request 11+ Mbps $650/per Supp Request Customer Not Ready 1-10 Mbps $250/per day 11+ Mbps $300/per day Cancellation Prior to FOC 1-10 Mbps 6 Month MRC plus any applicable expenses already completed in the provisioning process 11+ Mbps 6 Month MRC plus any applicable expenses already completed in the provisioning process Any charges not set forth above shall be governed by and as set forth in the respective SOF, for which a FOC has been received. Upon written notice by FBL to Customer, FBL shall have the right, in its sole discretion, to amend the rates and Charges set forth in this Product Rider for any Services ordered after the date of such amendment of this Product Rider; provided that for the avoidance of doubt, subject to the Agreement, such amendment shall not apply to any Services that are subject to a SOF for which FBL has accepted via a written FOC prior to the date of such amendment. 9. Electronic Signature. Each party to this Product Rider agrees to use electronic signatures and to be subject to the provisions of the U.S. E-SIGN Act (i.e., the Electronic Signatures in Global and National Commerce Act (ESIGN, Pub.L. 106-229, 14 Stat. 464, enacted June 30, 2000, 15 U.S.C. ch.96). IN WITNESS WHEREOF, FBL and Customer, confirming their consent to the terms and conditions contained in this Product Rider and intending to be legally bound hereby, have executed this Product Rider as of the dates set forth below. AGREED TO AND ACCEPTED BY: FiberLight, LLC BY: AUTHORIZED SIGNATURE DATE PRINT NAME PRINT TITLE _________________________________________________________________________ DATE Customer BY: AUTHORIZED SIGNATURE PRINT NAME PRINT TITLE _________________________________________________________________________ DATE Page 183 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Publ i c Heari ng fo r the Vol untary Annexati on o f 113 .00 acres in the Pulsifer and Stubblefield Surveys, located at the northw est corne r of Interstate 35 and Hi ghw ay 2 9, to be known as Wol f Lakes -- So fia Nelson, CNU-A, Planning Director ITEM SUMMARY: No action is re quired fo r this public hearing item. In order to comple te the annexation, the following pro cess will be followed: March - June Anne xatio n Cycle · April 11, 2017 : Re so lutio n accepting petition (co mpleted) · April 11, 2017 : 1 st P ublic Hearing held at City Council Meeting. (completed) · April 25, 201 7: 2nd Public Hearing at City Council Meeting. · May 9, 2017: 1 st Reading o f Ordinance at City Co uncil Meeting, · May 23, 2 01 7: 2nd Reading o f Ordinance. (S e co nd Reading ca n be h eld up to 90 da ys from 1st reading , the last scheduled Coun cil Meetin g in the 90 days is Ju ly 2 5, 2 01 7) On the Future Land Use P lan, this area is designate d as Region al Commercial and Sp e cialty Mixed Use Area. Default zoning of Agriculture (AG) will be assigned at time of annexation. Future zoning c ate gories are unkno wn at this time. Recommended Mo ti on: No action is required fo r the public hearing of this item. FINANCIAL IMPACT: City services, including po lice and fire protectio n, e mergency medical services, so lid waste collection and disposal are immediately subje c t to the property. Extension of capital improvements such as wate r and wastewater systems will be subject to the City’s utility extension and improve ment policy or the terms of any po tential agreement with the prope rty owner. The pro pe rty currently is undeveloped with one structure. SUBMITTED BY: Carolyn Horne r, AICP, Planner, and Sofia Nelson, CNU-A, Planning Director ATTACHMENT S: Description Lo catio n Map P ro p erty Survey No tes S ervic e Plan Ap p licant Letter of Intent Page 184 of 509 N IH 35 R I V E RY BL V D M A P L E S T D B W O O D R D E U N I V E R S I T Y A V E N AUSTIN AVE L E A N D E R R D FM 1 460 S IH 35 W U NI V ER SI T Y AV E S M AI N ST S A US T IN AV E §¨¦35 W IL LIA M S D R D B W O O D R D ANX -2017 -002Exhibit #1 Co ord inate System: Texas Sta te Plane/Centra l Zone/NAD 83/U S FeetCartographic Data For General Planning Purp oses Only ¯ Locati on Map Le ge n dSiteParcelsCity LimitsGeorgetown ETJ 0 0.5 1Mi Page 185 of 509 Page 186 of 509 Page 187 of 509 Page 188 of 509 Annexation Service Plan Wolf Lakes Page 1 of 12 Exhibit C CITY OF GEORGETOWN ANNEXATION SERVICE PLAN AREA: WOLF LAKES COUNCIL DISTRICT NO. 2 DATE: MAY 23, 2017 I. INTRODUCTION This Service Plan (the Plan) is made by the City of Georgetown, Texas (City) pursuant to Sections 43.056(b)‐(o); 43.062, and 43.052(h)(1) of the Texas Local Government Code (LGC). This Plan relates to the annexation into the City of the land shown on Exhibit “A” and Exhibit “B” to this Service Plan, which has sometimes been referred to as “Wolf Lakes.” The provisions of this Plan were made available for public inspection and explained to the public at the two public hearings held by the City on April 11, 2017 and April 25, 2017, in accordance with Section 43.056(j) of the LGC. NOTE: This annexation was initiated by the petition or request of the owners of land in the annexed area. As stated in Section 43.056(e) of the Texas Local Government Code, the requirement that construction of capital improvements must be substantially completed within the period provided in this service plan does not apply to a development project or proposed development project within an area annexed at the request or on the petition of the landowner. The development of this property is anticipated to be developed under the terms of a zoning and subdivision, the terms of which follow the City’s codes and ordinances. II. TERM OF SERVICE PLAN Pursuant to Section 43.056(l) of the LGC, this Plan shall be in effect for a ten‐year period commencing on the effective date of the ordinance approving the annexation. Renewal of the Plan shall be at the discretion of the City Council and must be accomplished by Ordinance. III. INTENT It is the intent of the City that municipal services under this Plan shall provide municipal services in accordance with the timetables required by the LGC. The City reserves the rights guaranteed to it by the LGC to amend this Plan if the City Council determines that changed conditions, subsequent occurrences, or any other legally sufficient circumstances exist under the LGC or other Texas laws that make this Plan unworkable, obsolete, or unlawful. IV. CATEGORIZATION OF MUNICIPAL SERVICES The municipal services described herein are categorized by those services which are (1) available to the annexed area immediately upon annexation; (2) those services which will be available to the annexed area within 2½ years from the effective date of the annexation; and (3) those services for which capital Page 189 of 509 Annexation Service Plan Wolf Lakes Page 2 of 12 improvements are needed and which will be available within 4½ years from the effective date of the annexation based upon a schedule for construction of such improvements as set forth herein. For the purposes of this Plan, “provision of services” includes having services provided by any method or means by which the City provides municipal services to any other areas of the City, and may include causing or allowing private utilities, governmental entities and other public service organizations to provide such services by contract, in whole or in part, and may include duties on the part of a private landowner with regard to such services. In addition, in accordance with Section 43.056(g) of the LGC, if before annexation the annexed area had a lower level of services, infrastructure, and infrastructure maintenance than the same being provided by the City to other areas within the City limits, this Plan shall be construed to allow for the provision to the annexed area of a level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance in other parts of the City with topography, land use, and population density similar to those reasonably contemplated or projected in the annexed area. V. SERVICES TO BE PROVIDED UPON ANNEXATION 1. Police Protection –Upon annexation, the Georgetown Police Department will extend regular and routine patrols to the area. 2. Fire Protection and Emergency Medical Services– Upon annexation, in the areas where the City has jurisdiction over fire protection and emergency medical services or a contract under which the City provides such services, the City of Georgetown Fire Department will provide response services in the annexed area consisting of: fire suppression and rescue; emergency response to 9‐1‐1 calls; fire prevention education efforts, and other duties and services provided by the Georgetown Fire Department to areas within the City limits. 3. Solid Waste Collection – Upon annexation, for occupied structures, the City will provide solid waste collection services to the annexed area in accordance with City ordinances and policies in effect on the date of the annexation. However, per the terms of Sections 43.056(n) and (o) of the LGC, if a property owner chooses to continue to use the services of a privately owned solid waste management provider, the City is prevented from providing solid waste services for 2 years. 4. Operation and Maintenance of Water and Wastewater Facilities in the Annexed Area that Are Not Within the Area of Another Water or Wastewater Utility – City‐owned water and wastewater facilities that exist in the annexed area will be maintained upon annexation and such maintenance shall be governed by the City’s ordinances, standards, policies and procedures. Per the provisions of Section 13.01. 020 of the Unified Development Code (“UDC”), for unplatted tracts in the annexed area, the City shall not repair, maintain, install or provide any public utilities or services in any subdivision for which a Final Plat has not been approved and filed for record, nor in which the standards contained in the UDC or referred to therein have not been complied with in full. Page 190 of 509 Annexation Service Plan Wolf Lakes Page 3 of 12 5. Operation and Maintenance of Streets, Roads, and Street Lighting – The City will provide preventative maintenance of the existing public streets and roads in the annexed area over which it has jurisdiction through maintenance and preventative maintenance services such as emergency pavement repair; ice and snow monitoring; crack seal, sealcoat, slurry seal, and PM overlay; and other routine repair. The City shall not maintain private roads in the annexed area. Preventative maintenance projects are prioritized on a City‐wide basis and scheduled based on a variety of factors, including surface condition, rideability, age, traffic volume, functional classification, and available funding. As new streets are dedicated and accepted for maintenance they will be included in the City’s preventative maintenance program. Per the provisions of Section 13.01.020 of the UDC, for unplatted tracts in the annexed area, the City shall not repair, maintain, install or provide any streets or street lighting to any subdivision for which a Final Plat has not been approved and filed for record, nor in which the standards contained in the UDC or referred to therein have not been complied with in full. With regard to street lighting, it is the policy of the City of Georgetown that adequate street lighting for the protection of the public and property be installed in all new subdivisions. Installation procedures and acceptable standards for street lights shall be governed by the utility standards of the City in effect at the time of subdivision construction or addition thereto. 6. Operation and Maintenance of Public Parks, Playgrounds, and Swimming Pools ‐ Upon annexation, publicly owned parks, playgrounds, and swimming pools in the annexed area (if any) will be operated and maintained by the City in accordance with the Section 12.20 of the City Code of Ordinances, and other applicable ordinances, policies, and procedures in effect at the time of annexation for other areas in the City limits. Privately owned parks, playgrounds, and pools will be unaffected by the annexation and shall not be maintained by the City. 7. Operation and Maintenance of Publicly Owned Buildings, Facilities, and Services – Should the City acquire any buildings, facilities or services necessary for municipal services in the annexed area, an appropriate City department will operate and maintain them. 8. Library – Upon annexation, library privileges will be available to anyone residing in the annexed area. 9. Planning and Development; Building Permits and Inspections ‐ Upon annexation, the City’s Unified Development Code and Title 15 of the City Code of Ordinances will apply in the area. These services include: site plan review, zoning approvals, Building Code and other standard Code inspection services and City Code enforcement; sign regulations and permits; and Stormwater Permit services. For a full description of these services, see the City’s Unified Development Code and Title 15 of the City Code of Ordinances. 10. Animal Control Services – The provisions of Chapter 7 of the City Code of Ordinances relating to animal control services shall apply in the annexed area. Page 191 of 509 Annexation Service Plan Wolf Lakes Page 4 of 12 11. Business Licenses and Regulations – The provisions of Chapter 6 of the City Code of Ordinances relating to business licenses and regulations (Carnivals Circuses and Other Exhibitions; Electrician’s Licenses; Gross Receipts Charge or Street Rental; Peddlers and Solicitors; Taxicabs, Buses and Other Vehicles for Hire; Horse Drawn Carriages and other Non‐Motorized Vehicles for Hire; Sexually Oriented Businesses; and Alcoholic Beverages) shall apply in the annexed area. 12. Health and Safety Regulations – The provisions of Chapter 8 of the City Code of Ordinance relating to health and safety regulations (Fire Prevention Code; Fireworks; Food Sanitation; Noise Control; Nuisances; Junked Motor Vehicles; and Smoking in Public Places) shall apply in the annexed area. 13. Regulations Pertaining to Peace, Morals and Welfare ‐‐ The provisions of Chapter 9 of the City Code of Ordinance relating to peace, morals and welfare (Housing Discrimination; Weapons; and Enforcement of Other Miscellaneous Violations) shall apply in the annexed area. VI. SERVICES TO BE PROVIDED WITHIN 4½ YEARS OF ANNEXATION; CAPITAL IMPROVEMENTS PROGRAM 1. In General – The City will initiate the construction of capital improvements necessary for providing municipal services for the annexation area as necessary for services that are provided directly by the City. 2. Water and Wastewater Services– Water and wastewater services are only provided to occupied lots that have been legally subdivided and platted or are otherwise a legal lot, and that are located within the boundaries of the City’s authorized service areas. Further, existing residences in the annexed area that were served by a functioning onsite sewer system (septic system) shall continue to use such private system for wastewater services in conformance with the provisions of Section 13.20 of the City Code of Ordinances. Existing non‐residential establishments in the annexed area may continue to use an onsite sewer system (septic system) for sewage disposal in conformance with the provisions of Section 13.20 of the City Code of Ordinances. Upon the Development of any property in the annexed area, the provisions of Chapter 13 of the UDC shall apply. The City shall have no obligation to extend water or wastewater service to any part of the annexed area that is within the service area of another water or wastewater utility. For annexed areas located within the City’s authorized service areas, the City shall, subject to the terms and conditions of this Plan, extend water and wastewater service in accordance with the service extension ordinances, policies, and standards that are summarized in Section X of this Plan, which may require that the property owner or developer of a newly developed tract install water and wastewater lines. The extension of water and wastewater services will be provided in accordance with any applicable construction and design standards manuals adopted by the City. 3. Water and Wastewater Capital Improvements Schedule – Per the Utility Agreement Page 192 of 509 Annexation Service Plan Wolf Lakes Page 5 of 12 4. Roads and Streets – No road or street related capital improvements are necessary at this time. Future extension of roads or streets and installation of traffic control devices will be governed by the City’s Comprehensive Plan, the City’s Overall Transportation Plan, the City’s Capital Improvements Plan; the City’s regular or non‐impact fee Capital Improvements Program, and any applicable City ordinances, policies, and procedures, which may require that the property owner or developer install roads and streets at the property owner’s or developer’s expense. It is anticipated that the developer of new subdivisions in the area will install street lighting in accordance with the City’s standard policies and procedures. Provision of street lighting will be in accordance with the City’s street lighting policies. 5. Capital Improvements for Other Municipal Services – No capital improvements are necessary at this time to provide municipal Police; Fire Protection; Emergency Medical Services; Solid Waste Collection; Public Parks, Playgrounds, or Swimming Pools; Public Buildings or Facilities; or Library Services. The annexed area will be included in the City’s future planning for new or expanded capital improvements and evaluated on the same basis and in accordance with the same standards as similarly situated areas of the City. VII. FORCE MAJEURE AND SCHEDULE EXTENSIONS 1. Certain events, described as Force Majeure Events in this Plan, are those over which the City has no control. Force Majeure Events shall include, but not be limited to, acts of God; terrorism or acts of a public enemy; war; blockages; riots; strikes; epidemics; forces of nature including landslides, lightening, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes; arrest and restraint of government; explosions; collisions, and all other inabilities of the City, whether similar to those enumerated or otherwise, which are not within the control of the City. Any deadlines or other provisions of this Plan that are affected by a Force Majeure Event shall be automatically extended to account for delays caused by such Force Majeure Event. 2. In accordance with Section 43.056(e) of the LGC, this Plan and the schedules for capital improvements necessary to provide full municipal services to the annexed area may be amended by the City to extend the period for construction if the construction is proceeding with all deliberate speed. The construction of the improvements shall be accomplished in a continuous process and shall be completed as soon as reasonably possible, consistent with generally accepted local engineering and architectural standards and practices. However, the City does not violate this Plan if the construction process is interrupted for any reason by circumstances beyond the direct control of the City. VIII. AMENDMENTS Pursuant to the provisions of Section 43.056(k) of the LGC, on approval by the City Council, the Plan is a contractual obligation that is not subject to amendment or repeal except as provided by state law. Section 43.056(k) of the LGC provides that if the City Council determines, after public hearings, that changed conditions or subsequent occurrences make the Plan unworkable or obsolete, the City Council may amend the Plan to conform to the changed conditions or subsequent occurrences. An amended Plan must provide for services that are comparable to or better than those established in the Plan before Page 193 of 509 Annexation Service Plan Wolf Lakes Page 6 of 12 amendment. Before any Plan amendments are adopted, the City Council must provide an opportunity for interested persons to be heard at public hearings called and held in the manner provided by Section 43.0561 of the LGC. IX. FEES The City may impose a fee for any municipal service in the area annexed if the same type of fee is imposed within the corporate boundaries of the City. All City fees are subject to revision from time to time by the City in its sole discretion. X. SUMMARY OF CURRENT WATER AND WASTEWATER SERVICE EXTENSION POLICIES Per the requirements of Section 43.056(e) of the LGC, the following summary is provided regarding the City’s current service extension policies for water and wastewater service. However, this is a summary of the current policies, and the policies and regulations related to water and wastewater utility extensions that are included in the City Code of Ordinances, the Unified Development Code, the City’s Construction and Specifications Manual; Drainage Manual, and other published policies and technical manuals, as the same may be amended from time to time, shall control the extension of water and wastewater services to the annexed area. In addition, these policies and ordinances are set by City Council and can be amended in the future: 1. In General ‐‐ The provisions of Chapter 13 of the City’s Unified Development Code (“UDC”) shall apply in the annexed area and Chapter 13 of the City Code of Ordinances. Portions of the current Chapter 13 of the UDC and the current Chapter 13 of the Code of Ordinances are summarized below. Note that these provisions are established by ordinance of the City Council and are subject to change from time to time. A. The City shall not repair, maintain, install or provide any water services, wastewater service, gas, electricity or any other public utilities or services to any property that has not been legally subdivided or is a non‐legal lot. B. For property that is required by the City’s UDC or other City regulations to construct water or wastewater facilities, funding and construction of those facilities are the responsibility of the property owner or developer (the “subdivider”). C. Subdividers shall be responsible for providing an approved public water supply system for fire protection and domestic/ commercial/ industrial usage consistent with the Comprehensive Plan. Where an approved public water supply or distribution main is within reasonable distance of the subdivision, but in no case less than one‐quarter mile away, and connection to the system is both possible and permissible (including adequate system capacity), the subdivider shall be required to bear the cost of connecting the subdivision to such existing water supply. The subdivider shall, consistent with all existing ordinances, make a pro‐rata contribution to funding of needed storage facilities, treatment facilities, and specific distribution lines as determined necessary by the City. Page 194 of 509 Annexation Service Plan Wolf Lakes Page 7 of 12 D. Subdividers shall be responsible for providing an approved public sanitary sewer system, consistent with the Comprehensive Plan, throughout the entire subdivision such that all lots, parcels, or tracts of land will be capable of connecting to the sanitary sewer system except as otherwise provided herein. Where an approved public sanitary sewer collection main or outfall line is in no case less than one‐half mile away, and connection to the system is both possible and permissible (including adequate system capacity), the subdivider shall be required to bear the cost of connecting the subdivision to such existing sanitary sewer system. Where an approved public wastewater collection main or outfall line is more than one‐half mile away from the property boundary, and where extension of a sanitary sewer collection main or outfall line is scheduled in the City’s Capital Improvements Plan to be completed to a point within one‐half mile of the property boundary within five (5) years from the date of the Preliminary Plat approval, the subdivider shall be required to install a public wastewater collection system. The design and construction of a public sanitary sewer system shall comply with regulations covering extension of public sanitary sewer systems adopted by the Texas Commission on Environmental Quality. E. All infrastructure and public improvements must be designed and installed in accordance with all of the elements of the Comprehensive Plan and shall meet the minimum requirements established by the UDC, the Cityʹs Construction Standards and Specifications for Roads, Streets, Structures and Utilities, and any other adopted City design or technical criteria. No main water line extension shall be less than eight inches. All new public sanitary sewer systems shall be designed and constructed to conform with the City’s Construction Standards and Specifications and to operate on a gravity flow basis by taking advantage of natural topographic conditions and thereby reducing the need for lift stations and force mains. 2. If the specific undeveloped property does not have City water or wastewater facilities and capacity fronting the property – the owner may make an application for an extension of service to the property. If the Assistant City Manager for Utilities determines in writing that adequate water or wastewater capacity is available, or will be available, and if the project does not include City cost participation or reimbursement, if the proposed facilities are depicted on the City’s Water and Wastewater Master Plans, and the requested service otherwise meets the City’s requirements, the extension size, capacity, and routing may be approved by the Assistant City Manager for Utilities for construction by the developer at the developer’s cost and expense. 3. If the specific undeveloped property does have adequate City water or wastewater facilities and capacity fronting the property – the owner may receive water or wastewater service from the City by applying for a tap permit and paying the required fees. 4. If any property in the annexed area is using a septic system – the property owner remains responsible for the operation and maintenance of the septic system. If the property is in a Rural Residential Subdivision as defined in Chapter 13 of the UDC, or is a legal lot greater than one acre in size and used for single family residential purposes, the property shall continue the use of a septic system after annexation until such time that the use of the property changes, the property is further subdivided or developed, or a public sanitary sewer line has been extended Page 195 of 509 Annexation Service Plan Wolf Lakes Page 8 of 12 to within 200 feet of the property boundary and the property owner has received notification from the City of the City’s desire for the property to be connected to the public sanitary sewer line. If the septic system fails before the City’s centralized wastewater service is extended to within 200 feet of the property and the City determines that the provision of centralized wastewater service is not feasible or practical at that time, then the property owner must either repair or replace the septic system in accordance with the provisions of Section 13.20 of the City Code of Ordinances. Properties using a septic system that are not in a Rural Residential Subdivision , or are not legal lots greater than one acre in size and used for single family residential purposes at the time of annexation, but that are designated as either residential, open space or agricultural on the City’s Future Land Use Plan shall continue the use of a septic system until such time that the use of the property changes, the property is further subdivided or developed, or a public sanitary sewer line has been extended to within 200 feet of the property boundary and the property owner has received notification from the City of the City’s desire for the property to be connected to the public sanitary sewer line. 5. Reimbursement and cost participation by the City – Pursuant to Section 13.09.030 of the UDC, the City, in its sole discretion and with City Council approval, may participate with a property owner or developer in the cost of oversized facilities or line extensions. The actual calculation of the cost participation and reimbursement amounts, including limits and schedules for the payments, are set forth in the UDC. 6. City Code of Ordinances: (The following provisions are set by the City Council and can be amended in the future by ordinance.) Chapter 13.10 of the City Code of Ordinances currently provides as follows: Section 13.10.010 Policy established. This policy shall apply to improvements to the Cityʹs utility systems, including system upgrades, system expansion, and plant capacity additions. In this Section, the term “utility system” shall mean the City’s water system, wastewater system, reuse irrigation system, and stormwater drainage system. Section 13.10.020 System Planning. The City shall maintain and periodically update system plans for each utility so that system improvements are implemented to maintain adequate capacity for growth while maintaining proper service levels to existing customers. Section 13.10.030 Project Timing. A. Projects designed to expand or upgrade a utility system must be completed and ready for operations such that capacity requirements by state regulatory agencies and City system plans are met. Page 196 of 509 Annexation Service Plan Wolf Lakes Page 9 of 12 B. When possible, the City should coordinate the construction of system improvements in a particular location with the expansion or maintenance of other utility infrastructure to minimize the future impact on each utility. C. Projects should begin the design phase when existing demand at a specific location exceeds 75% of current capacity and future demand is expected to exceed the current total capacity. D. Projects should begin the construction phase when existing demand at a specific location exceeds 90% of current capacity and future demand is expected to exceed the current total capacity. E. Projects required to facilitate the development of a specific tract shall be done in accordance with the Unified Development Code. F. Projects required as a result of an annexation service plan shall be provided as stated in the approved Service Plan for such annexed tracts. Section 13.10.040 Project Financing. A. Projects required to facilitate the subdivision of a specific tract shall be paid by the subdivider in accordance with the Unified Development Code, unless otherwise authorized in writing and approved by the City Council in accordance with the terms of Section 13.09 of the Unified Development Code or other applicable law. B. When utility expansion is requested within a portion of the City’s utility service area, but the City is not otherwise required to provide service or planning to provide service as reflected in the City’s Capital Improvements Plan, the City may nonetheless, at the City’s sole option, facilitate the design and construction of the required utility extensions or upgrades by managing the project with the cost of such extensions to be shared and fully paid by the requesting landowners or subdividers prior to commencement of the project. C. When utility expansion is requested within a portion of the City’s utility service area, the City shall evaluate degree to which the project 1) facilitates contiguous growth, 2) maximizes the provision of service to the service area, 3) enhances economic development, 4) improves system operations, 5) contributes to conservation or other environmental concern, and 6) facilitates the completion of the utility master plan. D. At the City’s sole option, the City may also facilitate the installation of utility expansion requests through 1) financial cost contribution, 2) financing of the improvement using individual contracts between the City and each landowner for a proportionate share of the project cost to be paid out over a specified period of time at a specified rate of interest, 3) Impact Fee or connection fee reduction or waiver. Page 197 of 509 Annexation Service Plan Wolf Lakes Page 10 of 12 Chapter 13.20 of the City Code of Ordinances currently provides as follows: Sec. 13.20.010. General. A. It is unlawful for any owner or lessee, tenant or other person in possession of any premises where any person lives or works, or occupies the same, to establish, maintain or use any water closet, bathtub, lavatory or sink except by one of the following means and consistent with the other terms, conditions and requirements of this Chapter and with the City’s Unified Development Code: 1. Connection to an approved Onsite Sewage Facility that is constructed and maintained in accordance with the rules and regulations of all appropriate state and local agencies having jurisdiction over such facilities; or 2. Connection to a public centralized wastewater collection main with all wastewater discharged to a centralized public wastewater collection system. B. Upon the “Development” of property, the provisions of Chapter 13 of the Unified Development Code (pertaining to Infrastructure and Public Improvements) shall govern the provision of wastewater service to the property. For the purposes of this section, the term “Development” shall have the same meaning as in Section 16.05 of the City’s Unified Development Code. C. It is the duty of each such person referenced in subsection (A), above, to connect such fixtures to an approved wastewater system, and to maintain the same. Sec. 13.20.020. On Site Sewage Facilities. A. General. All On Site Sewage Facilities must be constructed and maintained in accordance with the rules and regulations of the appropriate state and local agencies having jurisdiction over such facilities. B. Availability of a Public Centralized Wastewater Collection Main. If a public centralized wastewater collection main is located within 200 feet of a property line, and the wastewater collection main has adequate capacity to receive and transport the wastewater flow produced by the property, then property owner shall connect that property to said utility line at the earliest to occur of either of the following events: failure of the On Site Sewage Facility servicing the property, or the date that is five (5) years after receipt of notice of the availability of a wastewater collection main within 200‐feet of the property line. C. Failure of On Site Sewage Facility. When an Onsite Sewage Facility fails, the following provisions shall apply: a. If a public centralized wastewater collection main is located within 200 feet of the property boundary, and the wastewater collection main has adequate capacity to receive and transport the wastewater flow produced by the property, then the property must be connected to said utility line by the property owner; Page 198 of 509 Annexation Service Plan Wolf Lakes Page 11 of 12 b. If no public centralized wastewater collection main is located within 200 feet of the property boundary, the City shall evaluate the feasibility of providing centralized wastewater collection services to the property via a gravity or low pressure system. Where the provision of gravity sewer service or low pressure system is technically feasible, utility system improvements may be made in accordance with Chapters 13.10; c. If the City determines that the provision of wastewater service via a centralized wastewater collection main is not necessary due to existing or future land use, then the On Site Sewage Facility may be repaired or replaced. (Prior code § 12‐101) Sec. 13.20.030. Privies prohibited. It is unlawful for any owner or lessee, tenant or other person in possession of any premises in the City to establish or maintain any privy or dry closet. Sec.13.20.040 Low Pressure Sewer Systems A. A “Low Pressure Sewer System” is an individual lift station located at each utility customer or property owner location having a private force main connecting to a public force main or gravity main located in a public utility easement or public right‐of‐way. B. Each property owner and utility customer shall be responsible for the cost of installation and maintenance of the individual lift station and private force main. Section 13.20.050. Prohibited Discharges into Sewer System No person shall discharge, cause to be discharged, or permit to be discharged, either directly or indirectly into the public sewer system, waste or wastewater from any of the following sources unless allowed by the City Manager, or his/her designee: A. Any wastes or wastewater that does not meet the limitations imposed by Section 13.24 of the Code of Ordinances. B. Any stormwater, groundwater, rainwater, street drainage, subsurface drainage, or yard drainage; C. Any unpolluted water, including , but not limited to, cooling water, process water or blow‐ down water from cooling towers or evaporative coolers; D. E. Any wastes or wastewater, or any object, material, or other substance directly into a manhole or other opening into the sewer facilities other than wastes or wastewater through an approved service connection. Page 199 of 509 Annexation Service Plan Wolf Lakes Page 12 of 12 F. Any holding tank waste, provided, that such waste may be placed into facilities designed to receive such wastes and approved by the City Manager, or his/her designee. Section 13.20.060 Sewer System Maintenance A. For properties with gravity wastewater service, the property owner and utility customer shall be responsible for the proper operation, maintenance, and repairs of the sewer system in the building and the service lateral between the building and the point of connection into the public sewer main. B. For properties with low pressure service, the property owner and utility customer shall be responsible for the proper operation, maintenance, and repairs of the sewer system in the building and the service lateral, lift station (grinder pump) and force main between the building and the point of connection into the public sewer main. C. When, as a part of sewer system testing, the City identifies a flaw in a private service lateral or force main where a repair is necessary to prevent infiltration or inflow, the property owner and utility customer shall be responsible to cause the repairs to be made within one (1) year of the date of notification by the City. D. If repairs are not complete within one year of notification by the City, City may engage the services of a contractor to make the necessary repairs with the costs for such repairs to be paid by the City and subsequently charged to property owner and utility customer. Page 200 of 509 Page 201 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Publ i c Heari ng fo r the Vol untary Annexati on o f 12 .22 8 acres in the J. Powell Surve y, located at the i ntersecti o n o f Kel l ey Dri ve and G atew ay Dri ve, along North Inte rstate 35 , also known as Echo Lakes-- Sofia Nelson, CNU-A, P lanning Director ITEM SUMMARY: The Future Land Use map identifies this property as within the Community Commercia l a n d Employment Ce nte r categories. The default zo ning for this property will be Agriculture (AG) and the pro pe rty will be rezoned at a later time. No action is re quired fo r this public hearing item. In order to comple te the annexation, the following pro cess will be followed: March - June Anne xatio n Cycle April 11, 2017: Resolution accepting petition April 11, 2017: 1st P ublic Hearing held at City Council Meeting. April 25, 2017: 2nd P ublic Hearing at City Council Meeting. May 9, 2017: 1st Reading of Ordinance at City Council Meeting, May 23, 2017: 2nd Reading of Ordinance. (Second Readi ng can be held up to 90 days from 1st readi ng, the last scheduled Counci l Meeti ng i n the 90 days i s July 25, 2017) Recommended Mo ti on: No action is required fo r the public hearing of this item. FINANCIAL IMPACT: City services, including po lice and fire protectio n, e mergency medical services, so lid waste collection and disposal are immediately subje c t to the property. Extension of capital improvements such as wate r and wastewater systems will be subject to the City’s utility extension and improve ment policy or the terms of any po tential agreement with the prope rty owner. The property curre ntly is undeveloped. SUBMITTED BY: S. Nathan Jones-Meyer, P lanner and Sofia Nelson, CNU-A, Planning Director ATTACHMENT S: Description Exhib it A - Loc ation Map Exhib it B - P ro p erty S urvey Exhib it C - Servic e Plan Ap p licant Letter of Intent Page 202 of 509 W E S T I N G H O U S E R D BLUE S P R I N GSBLVD U N I V E R S I T Y B L V D §¨¦35 M A P L E S T R E E T ")1460 ")1460 ANX-2017-003Exhibit #1 Coordinate System: Texas State Plane/Central Zone/NAD 83/US FeetCartographic Data For General Planning Purposes Only ¯ Location Map Le ge ndSiteParcelsCity LimitsGeorgetown ETJ 0 0.5 1Mi Page 203 of 509 ' ' ' ' ' EXHIBIT A - ANNEXATION PARCEL 1" = 150' MARCH 10, 2017 1 OF 2 WILLIAM C. STAMPADOS, RPLS #5393 Antelope Surveying, Firm Reg. #10070700 Project Contact: Nick Mansfield 107 Hillcrest Avenue Simpsonville, SC 29681 (864) 451-0176 nick@survey-matters.com Page 204 of 509 EXHIBIT A - ANNEXATION PARCEL N/A MARCH 10, 2017 2 OF 2 WILLIAM C. STAMPADOS, RPLS #5393 Antelope Surveying, Firm Reg. #10070700 Project Contact: Nick Mansfield 107 Hillcrest Avenue Simpsonville, SC 29681 (864) 451-0176 nick@survey-matters.com Page 205 of 509 Annexation Service Plan Echo Park Page 1 of 12 Exhibit C CITY OF GEORGETOWN ANNEXATION SERVICE PLAN AREA: ECHO PARK COUNCIL DISTRICT NO. 1 DATE: MAY 23, 2017 I. INTRODUCTION This Service Plan (the Plan) is made by the City of Georgetown, Texas (City) pursuant to Sections 43.056(b)-(o); 43.062, and 43.052(h)(1) of the Texas Local Government Code (LGC). This Plan relates to the annexation into the City of the land shown on Exhibit “A” and Exhibit “B” to this Service Plan, which has sometimes been referred to as “Echo Park.” The provisions of this Plan were made available for public inspection and explained to the public at the two public hearings held by the City on April 11, 2017 and April 25, 2017, in accordance with Section 43.056(j) of the LGC. NOTE: This annexation was initiated by the petition or request of the owners of land in the annexed area. As stated in Section 43.056(e) of the Texas Local Government Code, the requirement that construction of capital improvements must be substantially comple ted within the period provided in this service plan does not apply to a development project or proposed development project within an area annexed at the request or on the petition of the landowner. The development of this property is anticipated to be developed under the terms of a zoning and subdivision, the terms of which follow the City’s codes and ordinances. II. TERM OF SERVICE PLAN Pursuant to Section 43.056(l) of the LGC, this Plan shall be in effect for a ten -year period commencing on the effective date of the ordinance approving the annexation. Renewal of the Plan shall be at the discretion of the City Council and must be accomplished by Ordinance. III. INTENT It is the intent of the City that municipal services under this Plan shall provide municipal services in accordance with the timetables required by the LGC. The City reserves the rights guaranteed to it by the LGC to amend this Plan if the City Council determines that changed conditions, subsequent occurrences, or any other legally sufficient circumstances exist under the LGC or other Texas laws that make this Plan unworkable, obsolete, or unlawful. IV. CATEGORIZATION OF MUNICIPAL SERVICES The municipal services described herein are categorized by those services which are (1) available to the annexed area immediately upon annexation; (2) those services which will be available to the annexed area within 2½ years from the effective date of the annexation; and (3) those services for which capital Page 206 of 509 Annexation Service Plan Echo Park Page 2 of 12 improvements are needed and which will be available within 4½ years from the effective date of the annexation based upon a schedule for construction of such improvements as set forth herein. For the purposes of this Plan, “provision of services” includes having services provided by any method or means by which the City provides municipal services to any other areas of the City, and may include causing or allowing private utilities, governmental entities and other public service organizations to provide such services by contract, in whole or in part, and may include duties on the part of a private landowner with regard to such services. In addition, in accordance with Section 43.056(g) of the LGC, if before annexation the annexed area had a lower level of services, infrastructure, and infrastructure maintenance than the same being provided by the City to other areas within the City limits, this Plan shall be construed to allow for the provision to the annexed area of a level of services, infrastructure, and infrastructure maintenance that i s comparable to the level of services, infrastructure, and infrastructure maintenance in other parts of the City with topography, land use, and population density similar to those reasonably contemplated or projected in the annexed area. V. SERVICES TO BE PROVIDED UPON ANNEXATION 1. Police Protection –Upon annexation, the Georgetown Police Department will extend regular and routine patrols to the area. 2. Fire Protection and Emergency Medical Services– Upon annexation, in the areas where the City has jurisdiction over fire protection and emergency medical services or a contract under which the City provides such services, the City of Georgetown Fire Department will provide response services in the annexed area consisting of: fire suppression and rescue; emergency response to 9-1-1 calls; fire prevention education efforts, and other duties and services provided by the Georgetown Fire Department to areas within the City limits. 3. Solid Waste Collection – Upon annexation, for occupied structures, the City will provide solid waste collection services to the annexed area in accordance with City ordinances and policies in effect on the date of the annexation. However, per the terms of Sections 43.056(n) and (o) of the LGC, if a property owner chooses to continue to use the services of a privately owned solid waste management provider, the City is prevented from providing solid waste services for 2 years. 4. Operation and Maintenance of Water and Wastewater Facilities in the Annexed Area that Are Not Within the Area of Another Water or Wastewater Utility – City-owned water and wastewater facilities that exist in the annexed area will be maintained upon annexation and such maintenance shall be governed by the City’s ordinances, standards, policies and procedures. Per the provisions of Section 13.01. 020 of the Unified Development Code (“UDC”), for unplatted tracts in the annexed area, the City shall not repair, maintain, install or provide any public utilities or services in any subdivision for which a Final Plat has not been approved and filed for record, nor in which the standards contained in the UDC or referred to therein have not been complied with in full. Page 207 of 509 Annexation Service Plan Echo Park Page 3 of 12 5. Operation and Maintenance of Streets, Roads, and Street Lighting – The City will provide preventative maintenance of the existing public streets and roads in the annexed area over which it has jurisdiction through maintenance and preventative maintenance services such as emergency pavement repair; ice and snow monitoring; crack seal, sealcoat, slurry seal, and PM overlay; and other routine repair. The City shall not maintain private roads in the annexed area. Preventative maintenance projects are prioritized on a City-wide basis and scheduled based on a variety of factors, including surface condition, rideability, age, traffic volume, functional classification, and available funding. As new streets are dedicated and accepted for maintenance they will be included in the City’s preventative maintenance program. Per the provisions of Section 13.01.020 of the UDC, for unplatted tracts in the annexed area, the City shall not repair, maintain, install or provide any streets or s treet lighting to any subdivision for which a Final Plat has not been approved and filed for record, nor in which the standards contained in the UDC or referred to therein have not been complied with in full. With regard to street lighting, it is the policy of the City of Georgetown that adequate street lighting for the protection of the public and property be installed in all new subdivisions. Installation procedures and acceptable standards for street lights shall be governed by the utility standards of the City in effect at the time of subdivision construction or addition thereto. 6. Operation and Maintenance of Public Parks, Playgrounds, and Swimming Pools - Upon annexation, publicly owned parks, playgrounds, and swimming pools in the annexed area (if any) will be operated and maintained by the City in accordance with the Section 12.20 of the City Code of Ordinances, and other applicable ordinances, policies, and procedures in effect at the time of annexation for other areas in the City limits. Privately owned parks, playgrounds, and pools will be unaffected by the annexation and shall not be maintained by the City. 7. Operation and Maintenance of Publicly Owned Buildings, Facilities, and Services – Should the City acquire any buildings, facilities or services necessary for municipal services in the annexed area, an appropriate City department will operate and maintain them. 8. Library – Upon annexation, library privileges will be available to anyone residing in the annexed area. 9. Planning and Development; Building Permits and Inspections - Upon annexation, the City’s Unified Development Code and Title 15 of the City Code of Ordinances will apply in the area. These services include: site plan review, zoning approvals, Building Code and other standard Code inspection services and City Code enforcement; sign regulations and permits; and Stormwater Permit services. For a full description of these services, see the City’s Unified Development Code and Title 15 of the City Code of Ordinances. 10. Animal Control Services – The provisions of Chapter 7 of the City Code of Ordinances relating to animal control services shall apply in the annexed area. Page 208 of 509 Annexation Service Plan Echo Park Page 4 of 12 11. Business Licenses and Regulations – The provisions of Chapter 6 of the City Code of Ordinances relating to business licenses and regulations (Carnivals Circuses and Other Exhibitions; Electrician’s Licenses; Gross Receipts Charge or Street Rental; Peddlers and Solicitors; Taxicabs, Buses and Other Vehicles for Hire; Horse Drawn Carriages and other Non-Motorized Vehicles for Hire; Sexually Oriented Businesses; and Alcoholic Beverages) shall apply in the annexed area. 12. Health and Safety Regulations – The provisions of Chapter 8 of the City Code of Ordinance relating to health and safety regulations (Fire Prevention Code; Fireworks; Food Sanitation; Noise Control; Nuisances; Junked Motor Vehicles; and Smoking in Public Places) shall apply in the annexed area. 13. Regulations Pertaining to Peace, Morals and Welfare -- The provisions of Chapter 9 of the City Code of Ordinance relating to peace, morals and welfare (Housing Discrimination; Weapons; and Enforcement of Other Miscellaneous Violations) shall apply in the annexed area. VI. SERVICES TO BE PROVIDED WITHIN 4½ YEARS OF ANNEXATION; CAPITAL IMPROVEMENTS PROGRAM 1. In General – The City will initiate the construction of capital improvements necessary for providing municipal services for the annexation area as necessary for services that are provided directly by the City. 2. Water and Wastewater Services– Water and wastewater services are only provided to occupied lots that have been legally subdivided and platted or are otherwise a legal lot, and that are located within the boundaries of the City’s authorized service areas. Further, existing residences in the annexed area that were served by a functioning onsite sewer system (septic system) shall continue to use such private system for wastewater services in conformance with the provisions of Section 13.20 of the City Code of Ordinances. Existing non-residential establishments in the annexed area may continue to use an onsite sewer system (septic system) for sewage disposal in conformance with the provisions of Section 13.20 of the City Code of Ordinances. Upon the Development of any property in the annexed area, the provisions of Chapter 13 of the UDC shall apply. The City shall have no obligation to extend water or wastewater service to any part of the annexed area that is within the service area of another water or wastewater utility . For annexed areas located within the City’s authorized service areas, the City shall, subject to the terms and conditions of this Plan, extend water and wastewater service in accordance with the service extension ordinances, policies, and standards that are summarized in Section X of this Plan, which may require that the property owner or developer of a newly developed tract install water and wastewater lines. The extension of water and wastewater services will be provided in accordance with any applicable construction and design standards manuals adopted by the City. 3. Water and Wastewater Capital Improvements Schedule – Per the Utility Agreement Page 209 of 509 Annexation Service Plan Echo Park Page 5 of 12 4. Roads and Streets – No road or street related capital improvements are necessary at this time. Future extension of roads or streets and installation of traffic control devices will be governed by the City’s Comprehensive Plan, the City’s Overall Transportation Plan, the City’s Capital Improvements Plan; the City’s regular or non-impact fee Capital Improvements Program, and any applicable City ordinances, policies, and procedures, which may require that the property owner or developer install roads and streets at the property owner’s or developer’s expense. It is anticipated that the developer of new subdivisions in the area will install street lighting in accordance with the City’s standard policies and procedures. Provision of street lighting will be in accordance with the City’s street lighting policies. 5. Capital Improvements for Other Municipal Services – No capital improvements are necessary at this time to provide municipal Police; Fire Protection; Emergency Medical Services; Solid Waste Collection; Public Parks, Playgrounds, or Swimming Pools; Public Buildings or Facilities; or Library Services. The annexed area will be included in the City’s future planning for new or expanded capital improvements and evaluated on the same basis and in accordance with the same standards as similarly situated areas of the City. VII. FORCE MAJEURE AND SCHEDULE EXTENSIONS 1. Certain events, described as Force Majeure Events in this Plan, are those over which the City has no control. Force Majeure Events shall include, but not be limited to, acts of God; terrorism or acts of a public enemy; war; blockages; riots; strikes; epidemics; forces of nature including landslides, lightening, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes; arrest and restraint of government; explosions; collisions, and all other inabilities of the City, whether similar to those enumerated or otherwise, which are not within the control of the City. Any deadlines or other provisions of this Plan that are affected by a Force Majeure Event shall be automatically extended to account for delays caused by such Force Majeure Event. 2. In accordance with Section 43.056(e) of the LGC, this Plan and the schedules for capital improvements necessary to provide full municipal services to the annexed area may be amended by the City to extend the period for construction if the constructi on is proceeding with all deliberate speed. The construction of the improvements shall be accomplished in a continuous process and shall be completed as soon as reasonably possible, consistent with generally accepted local engineering and architectural standards and practices. However, the City does not violate this Plan if the construction process is interrupted for any reason by circumstances beyond the direct control of the City. VIII. AMENDMENTS Pursuant to the provisions of Section 43.056(k) of the LGC, on approval by the City Council, the Plan is a contractual obligation that is not subject to amendment or repeal except as provided by state law. Section 43.056(k) of the LGC provides that if the City Council determines, after public hearings, that changed conditions or subsequent occurrences make the Plan unworkable or obsolete, the City Council may amend the Plan to conform to the changed conditions or subsequent occurrences. An amended Plan must provide for services that are comparable to or be tter than those established in the Plan before Page 210 of 509 Annexation Service Plan Echo Park Page 6 of 12 amendment. Before any Plan amendments are adopted, the City Council must provide an opportunity for interested persons to be heard at public hearings called and held in the manner provided by Section 43.0561 of the LGC. IX. FEES The City may impose a fee for any municipal service in the area annexed if the same type of fee is imposed within the corporate boundaries of the City. All City fees are subject to revision from time to time by the City in its sole discretion. X. SUMMARY OF CURRENT WATER AND WASTEWATER SERVICE EXTENSION POLICIES Per the requirements of Section 43.056(e) of the LGC, the following summary is provided regarding the City’s current service extension policies for water and wastewater service. However, this is a summary of the current policies, and the policies and regulations related to water and wastewater utility extensions that are included in the City Code of Ordinances, the Unified Development Code, the City’s Construction and Specifications Manual; Drainage Manual, and other published policies and technical manuals, as the same may be amended from time to time, shall control the extension of water and wastewater services to the annexed area. In addition, these policies and ordinances are set by City Council and can be amended in the future: 1. In General -- The provisions of Chapter 13 of the City’s Unified Development Code (“UDC”) shall apply in the annexed area and Chapter 13 of the City Code of Ordinances. Portions of the current Chapter 13 of the UDC and the current Chapter 13 of the Code of Ordinances are summarized below. Note that these provisions are established by ordinance of the City Council and are subject to change from time to time. A. The City shall not repair, maintain, install or provide any water services, wastewater service, gas, electricity or any other public utilities or services to any property that has not been legally subdivided or is a non-legal lot. B. For property that is required by the City’s UDC or other City regulations to construct water or wastewater facilities, funding and construction of those facilities are the responsibility of the property owner or developer (the “subdivider”). C. Subdividers shall be responsible for providing an approved public water supply system for fire protection and domestic/ commercial/ industrial usage consistent with the Comprehensive Plan. Where an approved public water supply or distribution main is within reasonable distance of the subdivision, but in no case le ss than one-quarter mile away, and connection to the system is both possible and permissible (including adequate system capacity), the subdivider shall be required to bear the cost of connecting the subdivision to such existing water supply. The subdivider shall, consistent with all existing ordinances, make a pro-rata contribution to funding of needed storage facilities, treatment facilities, and specific distribution lines as determined necessary by the City. Page 211 of 509 Annexation Service Plan Echo Park Page 7 of 12 D. Subdividers shall be responsible for providing an approved public sanitary sewer system, consistent with the Comprehensive Plan, throughout the entire subdivision such that all lots, parcels, or tracts of land will be capable of connecting to the sanitary sewer system except as otherwise provided herein. Where an approved public sanitary sewer collection main or outfall line is in no case less than one-half mile away, and connection to the system is both possible and permissible (including adequate system capacity), the subdivider shall be required to bear the cost of connecting the subdivision to such existing sanitary sewer system. Where an approved public wastewater collection main or outfall line is more than one-half mile away from the property boundary, and where extension of a sanitary sewer collection main or outfall line is scheduled in the City’s Capital Improvements Plan to be completed to a point within one-half mile of the property boundary within five (5) years from the date of the Preliminary Plat approval, the subdivider shall be required to install a public wastewater collection system. The design and construction of a public sanitary sewer system shall comply with regulations covering extension of public sanitary sewer systems adopted by the Texas Commission on Environmental Quality. E. All infrastructure and public improvements must be designed and installed in accordance with all of the elements of the Comprehensive Plan and shall meet the minimum requirements established by the UDC, the City's Construction Standards and Specifications for Roads, Streets, Structures and Utilities, and any other adopted City design or technical criteria. No main water line extension shall be less than eight inches. All new public sanitary sewer systems shall be designed and constructed to conform wi th the City’s Construction Standards and Specifications and to operate on a gravity flow basis by taking advantage of natural topographic conditions and thereby reducing the need for lift stations and force mains. 2. If the specific undeveloped property does not have City water or wastewater facilities and capacity fronting the property – the owner may make an application for an extension of service to the property. If the Assistant City Manager for Utilities determines in writing that adequate water or wastewater capacity is available, or will be available, and if the project does not include City cost participation or reimbursement, if the proposed facilities are depicted on the City’s Water and Wastewater Master Plans, and the requested service otherwise meets the City’s requirements, the extension size, capacity, and routing may be approved by the Assistant City Manager for Utilities for construction by the developer at the developer’s cost and expense. 3. If the specific undeveloped property does have adequate City water or wastewater facilities and capacity fronting the property – the owner may receive water or wastewater service from the City by applying for a tap permit and paying the required fees. 4. If any property in the annexed area is using a septic system – the property owner remains responsible for the operation and maintenance of the septic system. If the property is in a Rural Residential Subdivision as defined in Chapter 13 of the UDC, or is a legal lot greater than one acre in size and used for single family residential purposes, the property shall continue the use of a septic system after annexation until such time that the use of the property changes, the property is further subdivided or developed, or a public sanitary sewer line has been extended Page 212 of 509 Annexation Service Plan Echo Park Page 8 of 12 to within 200 feet of the property boundary and the property owner has received notification from the City of the City’s desire for the property to be connected to the public sanitary sewer line. If the septic system fails before the City’s centralized wastewater service is extended to within 200 feet of the property and the City determines that the provision of centralized wastewater service is not feasible or practical at that time, then the property owner must either repair or replace the septic system in accordance with the provisions of Section 13.20 of the City Code of Ordinances. Properties using a septic system that are not in a Rural Residential Subdivision , or are not legal lots greater than one acre in size and used for single fam ily residential purposes at the time of annexation, but that are designated as either residential, open space or agricultural on the City’s Future Land Use Plan shall continue the use of a septic system until such time that the use of the property changes, the property is further subdivided or developed, or a public sanitary sewer line has been extended to within 200 feet of the property boundary and the property owner has received notification from the City of the City’s desire for the property to be connected to the public sanitary sewer line. 5. Reimbursement and cost participation by the City – Pursuant to Section 13.09.030 of the UDC, the City, in its sole discretion and with City Council approval, may participate with a property owner or developer in the cost of oversized facilities or line extensions. The actual calculation of the cost participation and reimbursement amounts, including limits and schedules for the payments, are set forth in the UDC. 6. City Code of Ordinances: (The following provisions are set by the City Council and can be amended in the future by ordinance.) Chapter 13.10 of the City Code of Ordinances currently provides as follows: Section 13.10.010 Policy established. This policy shall apply to improvements to the City's utility systems, including system upgrades, system expansion, and plant capacity additions. In this Section, the term “utility system” shall mean the City’s water system, wastewater system, reuse irrigation system, and stormwater drainage system. Section 13.10.020 System Planning. The City shall maintain and periodically update system plans for each utility so that system improvements are implemented to maintain adequate capacity for growth while maintaining proper service levels to existing customers. Section 13.10.030 Project Timing. A. Projects designed to expand or upgrade a utility system must be completed and ready for operations such that capacity requirements by state regulatory agencies and City system plans are met. Page 213 of 509 Annexation Service Plan Echo Park Page 9 of 12 B. When possible, the City should coordinate the construction of system improvements in a particular location with the expansion or maintenance of other utility infrastructure to minimize the future impact on each utility. C. Projects should begin the design phase when existing demand at a specific location exceeds 75% of current capacity and future demand is expected to exceed the current total capacity. D. Projects should begin the construction phase when existing demand at a specific location exceeds 90% of current capacity and future demand is expected to exceed the current total capacity. E. Projects required to facilitate the development of a specific tract shall be done in accordance with the Unified Development Code. F. Projects required as a result of an annexation service plan shall be provided as stated in the approved Service Plan for such annexed tracts. Section 13.10.040 Project Financing. A. Projects required to facilitate the subdivision of a specific tract shall be paid by the subdivider in accordance with the Unified Development Code, unless otherwise authorized in writing and approved by the City Council in accordance with the terms of Section 13.09 of the Unified Development Code or other applicable law. B. When utility expansion is requested within a portion of the City’s utility service area, but the City is not otherwise required to provide service or planning to provide service as reflected in the City’s Capital Improvements Plan, the City may nonetheless, at the City’s sole option, facilitate the design and construction of the required utility extensions or upgrades by managing the project with the cost of such extensions to be shared and fully paid by the requesting landowners or subdividers prior to commencement of the project. C. When utility expansion is requested within a portion of the City’s utility service area, the City shall evaluate degree to which the project 1) facilitates contiguous growth, 2) maximizes the provision of service to the service area, 3) enhances economic development, 4) improves system operations, 5) contributes to conservation or other environmental concern, and 6) facilitates the completion of the utility master plan. D. At the City’s sole option, the City may also facilitate the installation of utility expansion requests through 1) financial cost contribution, 2) financing of the improvement using individual contracts between the City and each landowner for a proportionate share of the project cost to be paid out over a specified period of time at a specified rate of interest, 3) Impact Fee or connection fee reduction or waiver. Chapter 13.20 of the City Code of Ordinances currently provides as follows: Page 214 of 509 Annexation Service Plan Echo Park Page 10 of 12 Sec. 13.20.010. General. A. It is unlawful for any owner or lessee, tenant or other person in possession of any premises where any person lives or works, or occupies the same, to establish, maintain or use any water closet, bathtub, lavatory or sink except by one of the following means and consistent with the other terms, conditions and requirements of this Chapter and with the City’s Unified Development Code: 1. Connection to an approved Onsite Sewage Facility that is constructed and maintained in accordance with the rules and regulations of all appropriate state and local agencies having jurisdiction over such facilities; or 2. Connection to a public centralized wastewater collection main with all wastewater discharged to a centralized public wastewater collection system. B. Upon the “Development” of property, the provisions of Chapter 13 of the Unified Development Code (pertaining to Infrastructure and Public Improvements) shall govern the provision of wastewater service to the property. For the purposes of this section, the term “Development” shall have the same meaning as in Section 16.05 of the City’s Unified Development Code. C. It is the duty of each such person referenced in subsection (A), above, to connect such fixtures to an approved wastewater system, and to maintain the same. Sec. 13.20.020. On Site Sewage Facilities. A. General. All On Site Sewage Facilities must be constructed and maintained in accordance with the rules and regulations of the appropriate state and local agencies having jurisdiction over such facilities. B. Availability of a Public Centralized Wastewater Collection Main. If a public centralized wastewater collection main is located within 200 feet of a property line, and the wastewater collection main has adequate capacity to receive and transport the wastewater flow produced by the property, then property owner shall connect that property to said utility line at the earliest to occur of either of the following events: failure of the On Site Sewage Facility servicing the property, or the date that is five (5) years after receipt of notice of the availability of a wastewater collection main within 200-feet of the property line. C. Failure of On Site Sewage Facility. When an Onsite Sewage Facility fails, the following provisions shall apply: a. If a public centralized wastewater collection main is located within 200 feet of the property boundary, and the wastewater collection main has adequate capacity to receive and transport the wastewater flow produced by the property, then the property must be connected to said utility line by the property owner; b. If no public centralized wastewater collection main is located within 200 feet of the property boundary, the City shall evaluate the feasibility of providing centralized Page 215 of 509 Annexation Service Plan Echo Park Page 11 of 12 wastewater collection services to the property via a gravity or low pressure system. Where the provision of gravity sewer service or low pressure system is technically feasible, utility system improvements may be made in accordance with Chapters 13.10; c. If the City determines that the provision of wastewater service via a centralized wastewater collection main is not necessary due to existing or future land use, then the On Site Sewage Facility may be repaired or replaced. (Prior code § 12-101) Sec. 13.20.030. Privies prohibited. It is unlawful for any owner or lessee, tenant or other person in possession of any premises in the City to establish or maintain any privy or dry closet. Sec.13.20.040 Low Pressure Sewer Systems A. A “Low Pressure Sewer System” is an individual lift station located at each utility customer or property owner location having a private force main connecting to a public force main or gravity main located in a public utility easement or public right-of-way. B. Each property owner and utility customer shall be responsible for the cost of installation and maintenance of the individual lift station and private force main. Section 13.20.050. Prohibited Discharges into Sewer System No person shall discharge, cause to be discharged, or permit to be discharged, either directly or indirectly into the public sewer system, waste or wastewater from any of the following sources unless allowed by the City Manager, or his/her designee: A. Any wastes or wastewater that does not meet the limitations imposed by Section 13.24 of the Code of Ordinances. B. Any stormwater, groundwater, rainwater, street drainage, subsurface drainage, or yard drainage; C. Any unpolluted water, including , but not limited to, cooling water, process water or blow- down water from cooling towers or evaporative coolers; D. E. Any wastes or wastewater, or any object, material, or other substance directly into a manhole or other opening into the sewer facilities other than wastes or wastewater through an approved service connection. F. Any holding tank waste, provided, that such waste may be placed into facilities designed to receive such wastes and approved by the City Manager, or his/her designee. Section 13.20.060 Sewer System Maintenance Page 216 of 509 Annexation Service Plan Echo Park Page 12 of 12 A. For properties with gravity wastewater service, the property owner and utility customer shall be responsible for the proper operation, maintenance, and repairs of the sewer system in the building and the service lateral between the building and the point of connection into the public sewer main. B. For properties with low pressure service, the property owner and utility customer shall be responsible for the proper operation, maintenance, and repairs of the sewer system in the building and the service lateral, lift station (grinder pump) and force main between the building and the point of connection into the public sewer main. C. When, as a part of sewer system testing, the City identifies a flaw in a private service lateral or force main where a repair is necessary to prevent infiltration or inflow, the property owner and utility customer shall be responsible to cause the repairs to be made within one (1) year of the date of notification by the City. D. If repairs are not complete within one year of notification by the City, City may engage the services of a contractor to make the necessary repairs with the costs for such repairs to be paid by the City and subsequently charged to property owner and utility customer. Page 217 of 509 Page 218 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Publ i c Heari ng and Fi rst Readi ng of an Ordinanc e to rezone 7.32 acres, located at 1 30 1 NE Inner Loop, from the Agricultural (AG) District to the Local Commerc ial (C-1) District -- Sofia Nelson, P lanning Director (acti on requi red) ITEM SUMMARY: B ackground: The applicant is requesting to rezone an approximately 7.32 tract from the Agricultural (AG) District, assigned upon annexation, to the Lo cal Co mmercial (C-1) Distric t to allow for expansion of the e xisting use o n the property. Publ i c Comment: To date, no written public co mments have been received. Staff Recommendati o n: Staff recommends approval of the the request to rezone 7 .32 acres to the C-1 Distric t. Pl anni ng and Zoni ng Commi ssi on Recommendati o n: At their April 4th, 2 017 meeting, the Planning and Zo ning Co mmission unanimo usly reco mme nded to the City Council approval to re zo ne the 7 .32 acres to the C-1 Distric t. FINANCIAL IMPACT: None studied at this time. SUBMITTED BY: Carolyn Horne r, AICP, Planner, and Sofia Nelson, CNU-A, Planning Director ATTACHMENT S: Description S taff Report Lo catio n Map F uture Land Us e Zo ning Map C-1 District Standards Ordinanc e Exhib it A Exhib it B Page 219 of 509 Georgetown Planning Department Staff Report AAA Storage on Inner Loop rezoning AG to C‐1 Page 1 of 4 Report Date: April 1, 2017 File No: REZ‐2017‐001 Project Planner: Carolyn Horner, AICP, Planner Item Details Project Name: AAA Storage Project Address: 1301 NE Inner Loop Owner: Fairways Corporate Center, LLC Applicant: Place Designers, Inc. Total Acreage: 7.32 acres Legal Description: 7.32 acres of the J. Berry Survey Existing Zoning: Agriculture (AG) Proposed Zoning: Local Commercial (C‐1) Overview of Applicant’s Request The applicant has requested to rezone the existing property from Agriculture (AG) District to the Local Commercial (C‐1) District. The applicant will continue the existing use on the property until a future time. The applicant has also submitted a Special Use Permit to expand the existing self‐storage use on the property. Site Information Location: The subject site is located on NE Inner Loop, south of the railroad line and north of the San Gabriel River. Physical Characteristics: The property is developed with a self‐storage facility, with driveway access to NE Inner Loop. The site was originally permitted before the land was annexed into the City limits. Surrounding Properties: Location Zoning Future Land Use Existing Use North MF‐2, RS High Density Residential; Moderate Density Residential Vacant South AG Open Space Vacant East AG Moderate Density Residential; Open Space Vacant West AG Moderate Density Residential; Open Space Vacant Page 220 of 509 Planning Department Staff Report AAA Storage on Inner Loop rezoning AG to C‐1 Page 2 of 4 Property History The property was annexed into the City with Ordinance 2006‐121 as part of a larger tract. The Agriculture (AG) District was the default zoning district assigned at time of annexation. The self‐storage facility on the property was permitted prior to annexation. 2030 Comprehensive Plan Future Land Use: The 2030 Future Land Use category for this subject site is Moderate Density Residential and Open Space. The Moderate Density Residential category is described in the 2030 Comprehensive Plan as comprising single family neighborhoods that can be accommodated at a density ranging between 3.1 and 6 dwelling units per gross acre, with housing types including small‐lot detached and attached single‐family dwellings (such as townhomes). This category may also support complementary non‐residential uses along major roadways such as neighborhood‐serving retail, office, institutional, and civic uses, although such uses may not be depicted on the Future Land Use Map. The Open Space category is described in the 2030 Comprehensive Plan as applying to existing public parks, golf courses, and protected open spaces of city‐wide significance, which are expected to remain as open space in perpetuity. Growth Tier: The subject property is located within Growth Tier 1B, which is within the present city limits, or subject to a development agreement, surrounding Tier 1A that is generally underserved by infrastructure and where such service and facilities will likely be needed to meet the growth capacity of the city once Tier 1A approaches buildout. Transportation The subject property’s only access is from NE Inner Loop, a major arterial. The existing driveway access will remain. Utilities The property is served by Jonah Water SUD for water services, and Oncor for electricity. Proposed Zoning District The Local Commercial (C‐1) District is intended to provide areas for commercial and retail activities that primarily serve residential areas. Uses should have pedestrian access to adjacent and nearby residential areas, but are not appropriate along residential streets or residential collectors. The District is more appropriate along major and minor thoroughfares and corridors. See attached for list of uses and development standards of the C‐1 District. Page 221 of 509 Planning Department Staff Report AAA Storage on Inner Loop rezoning AG to C‐1 Page 3 of 4 Staff Analysis The subject property is located within the Future Land Use categories of Moderate Density Residential and Open Space. The proposed rezoning request meets most of the criteria established in UDC Section 3.06.030 for zoning changes: Comply Do Not Comply Approval Criteria for Rezoning X The application is complete and the information contained within the application is sufficient and correct enough to allow adequate review and final action An application must provide the necessary information to review and make a knowledgeable decision in order for staff to schedule an application for consideration by P&Z and City Council. This application was reviewed by staff and deemed to be complete. X The zoning change is consistent with the Comprehensive Plan The proposed zoning change is inconsistent with the Moderate Density Residential category as shown on the Future Land use Map; however, it is consistent with the intent of having compatible non‐residential uses on adjacent roadways. X The zoning change promotes the health, safety or general welfare of the City and the safe orderly, and healthful development of the City The zoning change request promotes the health, safety and general welfare of the City. This tract, with existing development, has ample space for redevelopment under the C‐1 standards. X The zoning change is compatible with the present zoning and conforming uses of nearby property and with the character of the neighborhood The proposed rezoning is compatible with the surrounding zoning districts and uses. X The property to be rezoned is suitable for uses permitted by the District that would be applied by the proposed amendment. The uses allowed in the C‐1 District are suitable adjacent to the agriculture and floodplain areas, and is appropriate adjacent to the proposed multi‐family zoning to the north. Page 222 of 509 Planning Department Staff Report AAA Storage on Inner Loop rezoning AG to C‐1 Page 4 of 4 General Findings Based on all the information presented, staff has made the following findings: 1. Goal 1 of the Land Use Element of the Comprehensive Plan states that the City should “promote sound, sustainable, and compact development patterns with balanced land uses, a variety of housing choices and well‐integrated transportation, public facilities, and open space amenities.” The rezoning of this property to the C‐1 District for the continued use of the existing development, and the future redevelopment options, supports this goal. The property is mostly within the FEMA floodplain, and would not be suitable for residential development. 2. Goal 4 of the Land Use Element of the Comprehensive Plan states that the City should “maintain and strengthen viable land uses and land use patterns (e.g., stable neighborhoods, economically sound commercial and employment areas, etc.).” The rezoning of this property to the C‐1 District complements the existing self‐storage on the site, and it is compatible with the new multi‐family zoning district to the north. 3. The owner is requesting C‐1 zoning, with a separate application for a Specific Use Permit for Self‐Storage, Indoor, which is required as part of the process to eliminate the nonconformity. Granting this rezoning request gives the owner the ability to bring this legal non‐conforming use into compliance with the Unified Development Code. Staff Recommendation Staff recommends approval of the applicant’s zoning request based on the above‐mentioned findings. Public Comments As required by the Unified Development Code, all property owners within a 200 foot radius of the subject property that are located within City limits were notified of the rezoning application (6 notices mailed), a legal notice advertising the public hearing was placed in the Sun Newspaper (March 19, 2017) and signs were posted on‐site. To date, staff has received zero responses. Attachments Attachment 1 – Location Map Attachment 2 – Future Land Use Map Attachment 3 – Zoning Map Attachment 4 – C‐1 District Development Standards and Permitted Land Uses Attachment 5 – Public Notice Responses Page 223 of 509 N IH 35 LAKEWAYDR E U N I V E R S I T Y A V E N AUSTIN AVE NE INN ER LOO P S M AI N ST §¨¦35 ¬«29 ¬«13 0 ")SPUR158 E U N I V E R S I T Y A V E ")97 1 E UNIVERSITY AVE REZ-2 017-0 01Exhibit #1 Co ord inate System: Texas Sta te Plane/Centra l Zone/NAD 83/U S FeetCartographic Data For General Planning Purp oses Only ¯ Locati on Map Le ge n dSiteParcelsCity LimitsGeorgetown ETJ 0 0.5 1Mi Page 224 of 509 NE INNER LOOP S H 1 3 0 T O L L S B W I L D F L O W E R L N S H 1 3 0 T O L L N B Coo rd inate Sys tem: Te xas S tate Plane/C entral Zone/N AD 83/U S FeetCartographic D ata Fo r General Planning Purposes O nly ¯ Future Land Use / Overall Transportation Plan Exhi bit #2 REZ-20 17 -00 1 Legend Thoroughfare Future Land Use Institutional Regi onal Commercial Community Commerc ial Em ployment Center Low Dens ity Residential Mining Mix ed Us e Community Mix ed Us e Neighborhood Center Moderate Density Residential Open Space Specialty Mixed Us e Area Ag / Rural Residential Ex isting Collector Ex isting Freeway Ex isting Major Arterial Ex isting Minor Arterial Ex isting Ramp Pr oposed Collector Pr oposed Freeway Pr opsed Frontage Road Pr oposed Major Arterial Pr oposed Minor Arterial Pr oposed Railroad High Density Residential 0 ¼Mi Le ge ndSi teParcelsCity Lim itsGeorgetown ETJ Page 225 of 509 NE INNER LOOP S H 1 3 0 T O L L S B W I L D F L O W E R L N S H 1 3 0 T O L L N B Zon in g Inf ormationREZ-2 017-0 01Exhibit #3 Co ord inate System: Texas Sta te Plane/Centra l Zone/NAD 83/U S FeetCartographic Data For General Planning Purp oses Only Le ge n dSiteParcelsCity LimitsGeorgetown ETJ ¯ 0 ¼MiPage 226 of 509 Maximum Building Height = 35 feet Front Setback = 25 feet Bufferyard = 15 feet with plantings Maximum Building Size = .5 FAR (0 feet for build‐to/downtown) adjacent to AG, RE, RL, RS, TF, MH, (only applies to those uses Side Setback = 10 feet MF‐1, or MF‐2 districts marked with * below) Side Setback to Residential = 15 feet Rear Setback = 0 feet Rear Setback to Residential = 25 feet Allowed by Right Subject to Limitations Special Use Permit (SUP) Required Agricultural Sales* Activity Center (youth/senior) Event Facility Artisan Studio/Gallery* Bar/Tavern/Pub Meat Market Assisted Living Bed and Breakfast (with events) Multifamily Attached Automotive Parts Sales (indoor)* Business/Trade School Personal Services Restricted Banking/Financial Services* Car Wash Private Transport Dispatch Facility Blood/Plasma Center* Church (with columbarium) Student Housing Consumer Repair* College/University Dry Cleaning Service* Commercial Recreation Emergency Services Station Community Center Farmer's Market* Dance Hall/Night Club Fitness Center* Day Care (group/commercial) Food Catering Services* Fuel Sales Funeral Home* Live Music/Entertainment General Retail* Micro Brewery/Winery General Office* Neighborhood Amenity Center Government/Postal Office Park (neighborhood/regional) Group Home (7+ residents) Pest Control/Janitorial Services Home Health Care Services* Self‐Storage (indoor only) Hospital School (Elementary, Middle, High) Hotel/Inn (excluding extended stay) Theater (movie/live) Integrated Office Center* Upper‐story Residential Landscape/Garden Sales* Wireless Transmission Facility (<41') Laundromat* Library/Museum Medical Diagnostic Center* Medical Office/Clinic/Complex* Membership Club/Lodge* Nature Preserve/Community Garden Nursing/Convalescent/Hospice Parking Lot (commercial/park‐n‐ride) Personal Services* Printing/Mailing/Copying Services* Restaurant (general/drive‐through)* Rooming/Boarding House Social Service Facility Surgery/Post Surgery Recovery* Urgent Care Facility* Utilities (Minor/Intermediate/Major) Veterinary Clinic (indoor only)* Local Commercial (C‐1) District District Development Standards Specific Uses Allowed within the District Page 227 of 509 Ordinance Number: ___________________ Page 1 of 2 Description: Rezone from AG to C-1 Case File Number: REZ-2017-001 Date Approved: __________________ Exhibits A-B Attached ORDINANCE NO. _____________________ An Ordinance of the City Council of the City of Georgetown, Texas, amending part of the Official Zoning Map to rezone 7.32 acres out of the J. Berry Survey from the Agriculture (AG) District to the Local Commercial (C‐ 1) District, also known as AAA Storage; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, an application has been made to the City for the purpose of amending the Official Zoning Map, adopted on the 12th day of June, 2012, for the specific Zoning District classification of the following described real property (ʺThe Propertyʺ): 7.32 acres of the J. Berry Survey, as recorded in Document Number 2007052420 of the Official Public Records of Williamson County, Texas, hereinafter referred to as ʺThe Propertyʺ; and Whereas, public notice of such hearing was accomplished in accordance with State Law and the City’s Unified Development Code through newspaper publication, signs posted on the Property, and mailed notice to nearby property owners; and Whereas, the Planning and Zoning Commission, at a meeting on April 4th, 2017, held the required public hearing and submitted a recommendation of approval to the City Council for the requested rezoning of the Property; and Whereas, the City Council, at a meeting on April 25th, 2017, held an additional public hearing prior to taking action on the requested rezoning of the Property. Now, therefore, be it ordained by the City Council of the City of Georgetown, Texas, that: Section 1. The facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this Ordinance implements the vision, goals, and policies of the Georgetown 2030 Comprehensive Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other policies or provisions of the 2030 Comprehensive Plan and the City’s Unified Development Code. Section 2. The Official Zoning Map, as well as the Zoning District classification(s) for the Property is hereby amended from the Agriculture District (AG) to the Local Commercial District (C‐1), in accordance with the attached Exhibit A (Location Map) and Exhibit B (Legal Description) and incorporated herein by reference. Section 3. All ordinances and resolutions, or parts of ordinances and resolutions, in Page 228 of 509 Ordinance Number: ___________________ Page 2 of 2 Description: Rezone from AG to C-1 Case File Number: REZ-2017-001 Date Approved: __________________ Exhibits A-B Attached conflict with this Ordinance are hereby repealed, and are no longer of any force and effect. Section 4. If any provision of this Ordinance or application thereof to any person or circumstance shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are hereby declared to be severable. Section 5. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective in accordance with the provisions of state law and the City Charter of the City of Georgetown. APPROVED on First Reading on the 25th day of April, 2017. APPROVED AND ADOPTED on Second Reading on the 9th day of May, 2017. THE CITY OF GEORGETOWN: ATTEST: ______________________ _________________________ Dale Ross Shelley Nowling Mayor City Secretary APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 229 of 509 N IH 35 LAKEWAYDR E U N I V E R S I T Y A V E N AUSTIN AVE NE INN ER LOO P S M AI N ST §¨¦35 ¬«29 ¬«13 0 ")SPUR158 E U N I V E R S I T Y A V E ")97 1 E UNIVERSITY AVE REZ-2 017-0 01Exhibit #1 Co ord inate System: Texas Sta te Plane/Centra l Zone/NAD 83/U S FeetCartographic Data For General Planning Purp oses Only ¯ Locati on Map Le ge n dSiteParcelsCity LimitsGeorgetown ETJ 0 0.5 1Mi Page 230 of 509 Page 231 of 509 Page 232 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Publ i c Heari ng and Fi rst Readi ng o f an Ordinance to rezone 87.517 ac r e s located at the i ntersecti o n o f Westi nghouse Road and the extensi on of Mays Street, from MF-2 District (Multifamily), C-1 (Lo c al comme rc ial), and Busine ss Park (BP) to the Planned Unit Development District (PUD) to be known as New Westi nghouse Inve sto r s Tract -- Sofia Ne lson, CNU-A, Planning Directo r (ac ti on requi red) ITEM SUMMARY: B ackground: The New We stingho use Investors Tract Planned Unit Developme nt (P UD) District is located on the south side of Westinghouse Road and enco mpasses appro ximately 87 .517 acres. The project proposes a mix of c ommercial, o ffice and high de nsity multi-family residential units with continuity and uniformity in signage and landscaping. Pedestrian trails will be designed to provide a link between uses and shared by re sidents of the multifamily tracts and employees of the commercial buildings. The primary uses of the pro perty shall be office, commercial and high de nsity multi-family residential. Bourn Companies shall initiate the site plan approval pro cess with a minimum commitment of o ne (1) two- story building with a to tal o f 50,000 square feet (25 ,00 0 sqft. floor plate) of offic e space within o ne-year of PUD approval. Publ i c Comment: To date, no written public co mments have been received. Staff Recommendati o n: Staff recommends appro val o f the request. Pl anni ng and Zoni ng Commi ssi on Recommendati o n: At their April 1 8th meeting the P lanning and Zo ning Commission unanimously reco mmended to the City Council approval to rezo ne the 8 7.5 17 acres to the PUD district. FINANCIAL IMPACT: n/a SUBMITTED BY: Sofia Nelson, CNU-A, P lanning Director ATTACHMENT S: Description staff report zoning map ordinanc e Aerial loc atio n map P UD Develop ment P lan c o nc ep tual land p lan site c o nnection property lines and s etb ack loc ation of s to rm water facilities land s caping land s cape s tandards offic e entry offic e sideview Page 233 of 509 Georgetown Planning Department Staff Report REZ-2016-028 Gabriels Bluff C-1 to PUD with C-1 base Report Date: April 13, 2017 File No: REZ-2016-031 Project Planner: Sofia Nelson, Planning Director Item Details Project Name: New Westinghouse Investors Tract Location: Along Westinghouse Road at the intersection of the new Mays Street extension. Total Acreage: 87.517 acres Applicant: David Singleton Property Owner: Horizontal Westinghouse Investors Contact: David Singleton Existing Use: Undeveloped land Existing Zoning: MF-2 (Multi-family), C-1 (local commercial), and BP (business park) Proposed Zoning: Planned Unit Development (PUD) with General Commercial and Multi- family base zoning Future Land Use: Employment Center and High Density Residential Overview of Applicant’s Request The New Westinghouse Investors Tract Planned Unit Development District is located on the south side of Westinghouse Road and encompasses approximately 87.517 acres. The project proposes a mix of commercial, office and high density multi-family residential units with continuity and uniformity in signage and landscaping. Pedestrian trails will be designed to provide a link between uses and shared by residents of the multifamily tracts and employees of the commercial buildings. The primary uses of the property shall be office, commercial and high density multi-family residential. Bourn Companies shall initiate the site plan approval process with a minimum commitment of one (1) two-story building with a total of 50,000 square feet (25,000 sqft. floor plate) of office space within one-year of PUD approval. Site Information Physical Characteristics: The site is generally flat.The properties drop elevation away from Westinghouse Drive. Surrounding Properties: Page 234 of 509 Planning Department Staff Report REZ-2016-031 Westinghouse Investors PUD The immediately surrounding properties are a mix of undeveloped properties and residential uses. This vicinity has seen significant interest in multi-family development. The extension of Mays Streets allows for another connection point into Round Rock and direct access to retail services and goods at the University/Mays node in Round Rock. Location Zoning Future Land Use Existing Use North C-1, Local Commercial Employment Center Multi-family development South Round Rock ETJ -- Tierra Vista Residential Subdivision East Ag, Agriculture RS, Single Family Residential Employment Center, High Density Residential, and Mixed Use Center Existing commercial development along Westinghouse and the Development of Single family subdivision West Business Park Employment Center Undeveloped Page 235 of 509 Planning Department Staff Report REZ-2016-031 Westinghouse Investors PUD Utilities Electric, water, and wastewater are served by the City of Georgetown. Transportation The project will take primary access off of the New Mays Street extension. The project will be developed in phases and TIA’s shall be prepared, submitted and reviewed with any phase of the project that triggers a TIA as established in the Unified Development Code. Bi-directional curb cuts shall be limited to those locations where existing median breaks on Mays Street are located. Additional right- in/right-out only driveways may be proposed at the time of Site Plan review and approval. Cross access between lots may be limited/restricted due to topographic constraints. Shared driveways shall be encouraged throughout the project. 2030 Comprehensive Plan The properties are contained within the 2030 Plan land use designation of Employment Center and High Density Residential. The Employment Center designation is intended for tracts of undeveloped land located at strategic locations, which are designated for well planned, larger scale employment and business activities, as well as supporting uses such as retail, services, hotels, and high density Page 236 of 509 Planning Department Staff Report REZ-2016-031 Westinghouse Investors PUD residential development (stand-alone or in mixed-use buildings) as a conditional use. Primary uses include offices, flex offices, and technology research and development, as well as environmentally friendly manufacturing. These uses should be encouraged to develop in a campus-like setting with generous, linked open space to maximize value, promote visual quality, and encourage pedestrian activity between employment areas and areas of supporting uses such as retail, restaurants, and residential. The High Density Residential designation provides for residential uses to diversify the housing stock by accommodating dwelling types that maintain a compatible neighborhood scale and character, such as patio homes and townhomes. Additionally, duplexes, triplexes, fourplexes, apartments, condominiums, life care and other forms of multifamily housing types are envisioned within this land use area. This land use classification is ideally suited near major activity and employment centers and in areas suitable for future transit service. The High-Density Residential category may also support complementary non-residential uses along arterial roadways such as neighborhood-serving retail, office, institutional, and civic uses. Proposed Zoning District A PUD is designed to be used in conjunction with a designated base zoning district. An application for PUD zoning shall specify the base district(s) and the uses proposed. If no base zoning exists, the base zoning shall be that zoning designation that is most similar to or compatible with the uses proposed for the PUD. Any uses not permitted in the base district shall be specifically identified. The standards and requirements of the specified base district shall apply unless specifically superseded by the standards and requirements of the PUD Development Plan. In addition to the zoning change approval criteria, the Planning and Zoning Commission and City Council shall consider the following specific objectives and criteria for approving the PUD: Rezoning to and development under the PUD District will be permitted only in accordance with the following specific objectives: 1. A variety of housing types, employment opportunities, or commercial services to achieve a balanced community; 2. An orderly and creative arrangement of all land uses with respect to each other and to the entire community; 3. A planned and integrated comprehensive transportation system providing for a separation of pedestrian and vehicular traffic, to include facilities such as roadways, bicycle ways, and pedestrian walkways; Page 237 of 509 Planning Department Staff Report REZ-2016-031 Westinghouse Investors PUD 4. The provisions of cultural or recreational facilities for all segments of the community; 5. The location of general building envelopes to take maximum advantage of the natural and manmade environment; and 6. The staging of development in a manner which can be accommodated by the timely provision of public utilities, facilities, and services. PUD Summary: The PUD document consists of the following documents: • PUD Development Plan • Conceptual Land Plan • Elevations and Design Standards for the Office Building • Landscape Information A breakdown of development standards included in the PUD is as follows: Page 238 of 509 Planning Department Staff Report REZ-2016-031 Westinghouse Investors PUD Development Standard Code Requirement PUD Standard Land Uses Uses permitted in compliance with the base zoning designation. The PUD establishes the following use standards: 1) The primary uses of the property shall be office, commercial and high density multi-family residential. Bourn Companies shall initiate the site plan approval process with a minimum commitment of 1- 2story 50,000 square feet of office space within one-year of PUD approval. 2) The PUD establishes C-3 and MF-2 districts as base zoning districts. The PUD further limits C-3 uses based on the location of the property. Building Height C-3 limits the building height to 45 feet. The PUD requests 60/80 feet building height maximum. Office building height limited to 60 ft. / 80 ft. building height allowed for hotel only. Building Materials At least 80% of the collective walls of a building shall be finished in one or more of the following building materials: Brick, stone, cast stone, rock, marble, granite, glass block or tile, stucco or plaster, Split-face concrete block, poured-in-place concrete, and tilt-wall concrete, Glass with less than 20% reflectance. Renderings have been provided for the office building. All buildings shall meet the minimum design standards set forth in the UDC. Design Standards have been included as part the PUD request. Tree Preservation The site will meet the minimum requirements of the code The site will meet the minimum requirements of the code Scenic/Natural Gateway Landscape Buffer n/a A 25’ landscape buffer will be developed along Mays Street. The landscape buffer will includes, native grasses, shrubs, and trees where they do not conflict with the overlapping utility easement. Page 239 of 509 Planning Department Staff Report REZ-2016-031 Westinghouse Investors PUD Staff Analysis and Recommendation Consistent Neutral Not Consistent UDC Criteria X A variety of housing types, employment opportunities, or commercial services to achieve a balanced community; The proposed development will consists of office, commercial, and multi-family development. The mixture and connection between the requested uses are consistent with the comprehensive plan vision for this area. X An orderly and creative arrangement of all land uses with respect to each other and to the entire community; The proposed layout of uses has been reviewed for arrangement with each other and surrounding uses. Attention and detail have been made to look at cross- connectivity, transitions between uses within the PUD and adjacent to the PUD. X A planned and integrated comprehensive transportation system providing for a separation of pedestrian and vehicular traffic, to include facilities such as roadways, bicycle ways, and pedestrian walkways; The proposed site plan will be consistent with the UDC requirements for pedestrian walkways and site features to separate pedestrian and vehicular traffic. Additionally, plans for pedestrian connectivity between uses within the PUD have been planned- this goes above and X The provisions of cultural or recreational facilities for all segments of the community This development will meet minimum requirements for parkland dedication and amenity center spaces within the multi-family development. X The location of general building envelopes to take maximum advantage of the natural and manmade environment; and Page 240 of 509 Planning Department Staff Report REZ-2016-031 Westinghouse Investors PUD X The staging of development in a manner which can be accommodated by the timely provision of public utilities, facilities, and services. Based on all the information presented, staff has made the following findings: 1. The Future Land Use categories of Employment Center and High Density Residential supports the requested PUD at this location since this category is intended for large tracts of undeveloped open land where uses such as office, retail, services, hotels, and high density residential development are supported. 2. The city is developed with stable neighborhoods and commercial areas; however, office development in close proximity to residential uses, and supporting services are key to the development of the city and the implementation of the employments center future land use designation. 3. The development of this property under a PUD designation allows the city to review this area in a comprehensive and unified manner. Additionally, the use protections, landscape buffering, and predicablity of the deveopment of the site allows the planning of a unified development of the city rather than just stand alone parcels. Staff recommends APPROVAL of the request. Public Comments As of the writing of this report, no written comments have been received. Attachments Exhibit 1 – Future Land Use Map Exhibit 2 – Zoning Map Exhibit 3 – PUD Development Plan Exhibit 4 – PUD Conceptual Site Layout Meetings Schedule April 18, 2017 – Planning and Zoning Commission Public Hearing April 25, 2017 – City Council Public Hearing and First Reading of an Ordinance May 9, 2017 – City Council Second Reading of an Ordinance Page 241 of 509 W E S T I N G H O U S E R D U N I V E R S I T Y B L V D §¨¦35 Zon in g Inf ormationREZ-2 016-0 31Exhibit #3 Co ord inate System: Texas Sta te Plane/Centra l Zone/NAD 83/U S FeetCartographic Data For General Planning Purp oses Only Le ge n dSiteParcelsCity LimitsGeorgetown ETJ ¯ 0 ¼½¾MiPage 242 of 509 Ordinance Number: ___________________ Page 1 of 2 Case File Number: REZ-2016-031 New Westinghouse Investors Tract Date Approved: __________________ ORDINANCE NO. _____________________ An Ordinance of the City Council of the City of Georgetown, Texas, amending part of the Official Zoning Map to rezone 87.517 acres of the Low Survey from the Multi-family (MF-2), Local Commercial (C-1), and Business Park (BP) Districts to the Planned Unit Development (PUD) District to be known as New Westinghouse Investors Tract ; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, an application has been made to the City for the purpose of amending the Official Zoning Map, adopted on the 12th day of June, 2012, for the specific Zoning District classification of the following described real property ("The Property"): 87.517 acres of the Low Survey, as recorded in Document Number 2011050295 of the Official Public Records of Williamson County, Texas, hereinafter referred to as "The Property"; and Whereas, public notice of such hearing was accomplished in accordance with State Law and the City’s Unified Development Code through newspaper publication, signs posted on the Property, and mailed notice to nearby property owners; and Whereas, the Planning and Zoning Commission, at a meeting on April 18, 2017, held the required public hearing and submitted a recommendation of approval to the City Council for the requested rezoning of the Property; and Whereas, the City Council, at a meeting on April 25, 2017 , held an additional public hearing prior to taking action on the requested rezoning of the Property. Now, therefore, be it ordained by the City Council of the City of Georgetown, Texas, that: Section 1. The facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this Ordinance implements the vision, goals, and policies of the Georgetown 2030 Comprehensive Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other policies or provisions of the 2030 Comprehensive Plan and the City’s Unified Development Code. Section 2. The Official Zoning Map, as well as the Zoning District classification(s) for the Property is hereby amended from the Multi-family (MF-2), Local Commercial (C-1), and Business Park (BP) Districts to the Planned Unit Development District (PUD), in accordance Page 243 of 509 Ordinance Number: ___________________ Page 2 of 2 Case File Number: REZ-2016-031 New Westinghouse Investors Tract Date Approved: __________________ with the attached Exhibit A (Location Map) and Exhibit B (Legal Description) and incorporated herein by reference Exhibit C (PUD Development Plan) Exhibit D ( Conceptual Land Plan) Section 3. All ordinances and resolutions, or parts of ordinances and resolutions, in conflict with this Ordinance are hereby repealed, and are no longer of any force and effect. Section 4. If any provision of this Ordinance or application thereof to any person or circumstance shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are hereby declared to be severable. Section 5. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective in accordance with the provisions of state law and the City Charter of the City of Georgetown. APPROVED on First Reading on the 25th day of April, 2017. APPROVED AND ADOPTED on Second Reading on the 9th day of May, 2017. THE CITY OF GEORGETOWN: ATTEST: ______________________ _________________________ Dale Ross Shelley Nowling Mayor City Secretary APPROVED AS TO FORM: ______________________ Charlie McNabb City Attorney Page 244 of 509 S IH 35 N B W E S T I N G H O U S E R D N IH 3 5 F W Y S I H 3 5 F R K E L L E Y D R N I H 3 5 F R S IH 35 F W Y S B S I H 3 5 F W Y N B S I H 3 5 F W Y CERVINIA DR T E R A V I S T A C L U B D R GREATVIEW DR T E R A V I S T A P K W Y C E N T E R B R O O K P L R A B B I T H I L L R D MONT E R O S A L N GREENSIDEDR HEWLET T L O OP BENTWOOD P L W IN DING CR E E K PL B A S S P RO DR P A R K C E N T R A L B L V D M E A D O W V I S T A L N H I D D E NSPRINGSPATH HID D E N B R O O K LN C L E A R M E A D O W P L G R A N D VISTA CIR P L A CIDCREEK W A Y GATEWAY DR P A G E W H I T N E Y P K W Y T E R A VISTACLUBDR N IH 35 F W Y N I H 3 5 F R Co ord inate System: Texas Sta te Plane/Centra l Zone/NAD 83/U S FeetCartographic Data For General Planning Purp oses Only ¯ Aerial REZ-2 016-0 31 Le ge n d SiteCity Limits 0 0.25 0.5Mi Page 245 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 1 “EXHIBIT A” New Westinghouse Investors Tract Planned Unit Development Development Plan A. PROPERTY The New Westinghouse Investors Tract Planned Unit Development District is located on the south side of Westinghouse Road and encompasses approximately 87.517 acres, described as AW0385 – B.C. Low SUR., recorded in Document 201500509, Official Public Records of Williamson County, herein defined as the “property”. B. PURPOSE This PUD serves to augment and/or modify the standards for development outlined in the City’s Unified Development Code (UDC) in order to implement the vision for the property and insure a cohesive, quality development not otherwise achieved by the underlying base zoning districts. In accordance with UDC Section 4.06.010.C “Development Plan Required”, this Development Plan titled Exhibit A is a summary of the development and design standards for the property. The project proposes a mix of commercial, office and high density multi-family residential units with continuity and uniformity in signage and landscaping. Pedestrian trails will be designed to provide a link between uses and shared by residents of the multi family tracts and employees of the commercial buildings. C. APPLICABILITY AND BASE ZONING In accordance with UDC Section 4.06.010.A “Compatibility with Base Zoning District”, all development of the property shall conform to the base zoning districts of C-3 and MF-2. Except for those requirements specifically deviated by this Development Plan, all development standards established in the most current version of the UDC at time of development shall be applicable, including amendments or ordinances adopted after the date of this PUD. In the case that this Development Plan does not address a specific item, the City of Georgetown UDC and any other applicable Ordinances shall apply. In the event of a conflict between the regulations of this PUD and the regulations of the appropriate base zoning district, the PUD shall control. D. CONCEPTUAL LAND PLAN A Conceptual Land Plan has been attached to this Development Plan as Exhibit B to illustrate the land use and design intent for the property. The Conceptual Land Plan is intended to serve as a guide to illustrate the general vision and design concepts and is not intended to serve as a final document. As such, proposed building and parking locations and configurations are subject to refinement at time of Site Plan review. The Conceptual Land Plan depicts a series of buildings, parking, outdoor areas, and landscaping that may be developed in phases, provided the minimum requirements of the PUD district are proportionally met with each phase. Approval of this PUD, Development Plan, and Conceptual Land Plan does not constitute approval of a Site Plan per Section 3.09 of the UDC. Page 246 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 2 E. LAND USES 1. Primary Uses. The primary uses of the Property shall be office, commercial and high density multi-family residential. Bourn Companies shall initiate the site plan approval process with a minimum commitment of 50,000 square feet of office space within one- year of PUD approval. 2. Other Permitted Uses. No additional uses are proposed in either of the underlying zoning districts. 3. Prohibited Uses. Pursuant to Chapter 5 of the Code and this PUD, the following shall be prohibited uses for all C-3 areas or tracts except the 1.467-acre C-3 tract at Westinghouse Road and Mays Street. (a) Mf, Attached Dwelling Units (b) Upper-Story Residential (c) Home-Based Business (d) Assisted Living (e) Nursing or Convalescent Home (f) Hospice Facility (g) School, Elementary (h) School, Middle (i) School, High (j) Day Care, Group (k) Activity Center, Youth or Senior (l) Community Center (m) Correctional Facility (n) Emergency Service Station (o) Social Service Facility (p) Transient Service Facility (q) Hospital (r) Hospital Psychiatric (s) Substance Abuse Facility (t) Religious Assembly Facilities (u) Religious Assembly Facilities with Columbaria (v) Public-Park, Regional (w) Cemetary, Columbaria, Mausoleum or Memorial Park (x) Live Music or Entertainment (y) Dance Hall or Nightclub (z) Theater, Movie or Live (aa) Membership Club or Lodge (bb) Major Event Entertainment (cc) Event Facility (dd) Commercial Recreation (ee) Driving Range (ff) Firing Range, Indoor (gg) Blood or Plasma Center (hh) Data Center (ii) Agricultural Sales (jj) Flea Market (kk) Laundromat (ll) Small Engine Repair (mm) Funeral Home (nn) Kennel (oo) Self Storage Outdoor (pp) Event Catering and Equipment Rental Services (qq) Pest Control or Janitorial Services (rr) Manufactured Housing Sales (ss) Automotive Sales, Rental or Leasing Facility (tt) Automotive Parts and Accessories, Outdoor (uu) Automobile Repair and Service Limited (vv) Automobile Repair and Service General (ww) Recreational Vehicle Sales Rental or Service Page 247 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 3 Site Specific Restrictions for the 1.467 acre C-3 at Westinghouse and Main Street (a) Mf, Attached Dwelling Units (b) Upper-Story Residential (c) Home-Based Business (d) Assisted Living (e) Nursing or Convalescent Home (f) Hospice Facility (g) School, Elementary (h) School, Middle (i) School, High (j) School, College (k) School, Business or Trade (l) Day Care, Group (m) Day Care Commercial (n) Activity Center, Youth or Senior (o) Community Center (p) Correctional Facility (q) Emergency Services Station (r) Government or Postal Office (s) Library or Museum (t) Social Service Facility (u) Transient Service Facility (v) Hospital (w) Hospital Psychiatric (x) Substance Abuse Facility (y) Religious Assembly Facilities (z) Religious Assembly Facilities w/ Columbaria (aa) Public Park, Neighborhood (bb) Public Park, Regional (cc) Cemetery, Columbaria, Mausoleum, or Memorial Park (dd) Inn (ee) Hotel, Boutique (dd) Hotel Full Service (ff) Hotel Limited Service (gg) Hotel Extended Stay (hh) Motel (ii) Theater, Movie or Live (jj) Major Event Entertainment (kk) Event Facility (ll) Driving Range (mm) Firing Range, Indoor (nn) Blood or Plasma Center (oo) Medical Complex (pp) Data Center (qq) Laundromat (rr) Small Engine Repair (ss) Funeral Home (tt) Manufactured Housing Sales (uu) Automotive Sales, Rental or Leasing Facility (vv) Automotive Parts & Accessories Sales, Indoor (ww) Automotive Parts and Accessories, Outdoor (xx) Automotive Repair and Service Limited (yy) Automotive Repair and Service General 4. Permitted Accessory Uses. No accessory uses are proposed in either of the underlying zoning districts. Page 248 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 4 F. DESIGN STANDARDS All buildings within this PUD will comply with the UDC Non-Residential Design Standards unless otherwise modified within this PUD. 1. Densities: [see tables below] 2. Setbacks: As permitted in Section 7.03.030 C.4.a.ii of the UDC, retaining walls shall be permitted to be constructed within the building setback. [see tables below] 3. Building Heights: [see tables below] C-3 DESIGN STANDARDS Dimension General Commercial C-3 Per UDC General Commercial C-3 PUD Request District Size – Min. Acreage 5 Acres 1 Acre Lot Width (minimum) 50 ft. 50 ft. Front/Street Setback (minimum) 25 ft. 25 ft. Side Setback (minimum) 10 ft. 10 ft. Side Setback to Residential District (minimum) 15 ft. 15 ft. Rear Setback (minimum) 10 ft. 10 ft. Rear Setback to Residential (minimum) 25 ft. 25 ft. Max Height of Building 45 ft. 60/80 ft.* Bufferyards C C *Office building height limited to 60 ft. / 80 ft. building height allowed for hotel only. Page 249 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 5 MF-2 DESIGN STANDARDS 4. Building Materials. Materials and colors will be submitted to the Planning Director as a condition for final approval of the Site Plan(s). At least 80% of the collective walls of a building shall be finished in one or more of the following building materials: A. Brick, stone, cast stone, marble, granite, glass block, tile, or prefinished architectural metal panels. B. Stucco or plaster. C. Split-face, shotblast, exposed aggregate, groundface or vertical scored concrete block, poured-in-place concrete, and tilt-wall concrete. Any use of concrete products shall have an integrated color and be textured or patterned. Tilt-wall Lot and Dimensional Standards MF-2 (High Density Multifamily) Per UDC MF-2 (High Density Multifamily) PUD Request Lot Size (minimum) 2 Acres 2 Acres Dwelling Units per acre (maximum) 24 Units 24 Units Apartment Units per Structure (maximum) 24 Units 24 Units Lot Width (minimum) 50 ft. 50 ft. Front Setback (minimum) 25 ft. 25 ft. Side Setback (minimum) 15 ft. 15 ft. Side Setback to Residential District (minimum) 30 ft. 30 ft. Rear Setback (minimum) 15 ft. 15 ft. Rear Setback to Residential District (minimum) 30 ft. 30 ft. Building Height (maximum) 45 ft. 45 ft. Page 250 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 6 concrete structures shall include reveals, punch-outs or other similar surface characteristics to enhance the wall on at least 10% of each wall. D. Glass with less than 20% reflectance. A maximum of 50% of the first two stories or floors of a building may be constructed in glass. Above the first two stories or floors, there are no restrictions on the amount of glass allowed. E. The following materials may be counted towards the minimum building material requirement if they are installed a minimum of four feet above ground level, but shall not comprise more than 60% of the collective walls of the building. 1. Exterior Insulation and Finish System (EIFS) or equivalent product; or 2. The use of Cellulose fiber-reinforced cement building siding that is horizontally installed, such as Hardi-plank or similar product approved by a nationally- recognized building products evaluation service shall be limited to the multi- family portions of the project. 5. Building Articulation. A. Horizontal Articulation (Footprint). 1. No building wall shall extend laterally for a distance greater than 120 feet without a perpendicular offset of at least 3 feet. 2. Where the length of the wall is less than 120 feet, articulation is not required. 3. The perpendicular offset shall extend laterally for a distance equal to at least 50% of the buildings average height. 4. The perpendicular and lateral offset(s) may be divided and distributed throughout the length of the wall if the applicant demonstrates, to the satisfaction of the Director, that the intent of this Section has been met. B. Vertical Articulation. 1. No building wall shall extend laterally for a distance greater than 120 feet without a change in vertical elevation of at least 25% of such height. 2. The change in elevation shall extend laterally for a distance equal to at least 50% of the buildings height. 3. The vertical change(s) in elevation may be divided and distributed throughout the length of the wall if the applicant demonstrates, to the satisfaction of the Director, that the intent of this Section has been met. 6. Exterior Lighting. Exterior Lighting on the Property and its buildings will comply with the requirements set forth in Section 7.05 of the UDC related to outdoor lighting unless otherwise described in this PUD. Lighting along Mays Street to be installed with the construction of Mays Street (by others). G. PARKING. Parking on the Property shall be in conformance with Chapter 9 of the UDC except as otherwise stated in this Development Plan. Page 251 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 7 H. VEHICULAR ACCESS AND CIRCULATION 1. Transportation Impact Analysis (TIA). The project will be developed in phases and TIA’s shall be prepared, submitted and reviewed with any phase of the project that triggers a TIA as established in the Unified Development Code. 2. Driveway Access. Bi-directional curb cuts shall be limited to those locations where existing median breaks on Mays Street are located. Additional right-in/right-out only driveways may be proposed at the time of Site Plan review and approval. Cross access between lots may be limited/restricted due to topographic constraints. Shared driveways shall be encouraged throughout the project. I. TREE PRESERVATION Tree Preservation on the Property shall be in conformance with Chapter 8 of the Unified Development Code unless otherwise stated in this Development Plan. J. LANDSCAPE AND BUFFER REQUIREMENTS Vehicular screening, as required by City Code, will be required along public Right of Way (R.O.W.). The use of planted berms is encouraged for visual interest and establishing the natural character referred Exhibit A - Landscape Exhibits. Shade trees planted along the R.O.W. will further enhance the visual experience. Parking lot trees may be counted toward this requirement. Ornamental trees listed within the recommended plant list may count toward the landscape buffer shade tree requirement, but not toward parking shade tree requirements. Where utilities or easements are present, approval must be given by applicable authorities for ornamental trees, shrubs, berms, etc. placed within. In lieu of buffer shade trees, additional shrubs or landscape elements beyond the minimal City requirements may be acceptable as a form of alternative equivalent compliance. K. SCREENING OF MECHANICAL EQUIPMENT Screening of mechanical equipment on roof tops shall comply with the UDC except metal panel systems shall also be allowed, provided it is consistent with the materials of the primary building. L. SIGNAGE Signage on the Property shall be in conformance with Chapter 10 of the Unified Development Code unless otherwise stated in this Development Plan or in a Master Sign Plan ultimately submitted and approved for the Property. 1. Monument Signage. Monument signage along the public right-of-way shall not be subject to a 25 foot setback from the public right-of-way but shall comply with the minimum setbacks per UDC Table 10.06.010 and prescribed sight distance requirements. Monument signage shall be freestanding with a limestone or other masonry base and landscape skirting the base of the sign. Monument signs shall be limited to 12 feet in height with a maximum of 96 square feet for each of the 2 permitted sign faces per monument sign. Monument signs may be lighted with either internal or external illumination that complies with UDC Section 10.05 Light Standards. Page 252 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 8 2. Directional and Wayfinding Signage. Directional and wayfinding signs internal to the Property shall conform to the UDC. M. IMPERVIOUS COVERAGE Impervious coverage on the Property shall be in conformance with Chapter 11 of the Unified Development Code unless otherwise stated in this Development Plan. N. STORMWATER Stormwater management on the Property shall be in conformance with Chapter 11 of the Unified Development Code unless otherwise stated in this Development Plan (see Exhibit E). Applicant will encourage all property owners within the PUD to participate in regional water quality and detention facilities. O. PARKLAND AND COMMON AMENITY AREA 1. Parkland. The parkland dedication requirements of UDC Section 13.05 may be met with fee-in lieu of dedication, as provided for in Section 13.05.010.D, at time of Site Plan approval, in an amount equal to $200 per new dwelling unit, or by dedication of parkland as required by the UDC. Dedication of parkland will only be accepted upon the approval of the Parks Director and the Parks Advisory Board. 2. Common Amenity Area. The Common Amenity Area requirements of UDC Section 6.06.020 will be met by integrating the following amenities on-site: pedestrian trail, lighting and landscaping in general conformance with those improvements as depicted on Exhibit B. P. PUD MODIFICATIONS In conformance with Section 4.06.010.D.3 of the UDC, modifications to this Development Plan shall require City Council approval of an amendment to this PUD processed pursuant to Section 3.06 of the UDC, except, where the Director of Planning determines such modifications to be minor, the Director may authorize such modifications. Minor modifications may include changes to building sizes, uses, or locations providing those modifications conform to the general intent of this PUD, uses authorized by this PUD, or to applicable provisions of the UDC and any other applicable regulations. Q. LIST OF EXHIBITS Exhibit A – This PUD Development Plan Exhibit B - Conceptual Land Plan Exhibit C – Site Cross Section Exhibit D – Property Lines & BLDG Setbacks Exhibit E – Storm Water Management Facilities Exhibit F – Potential Landscape Areas and Landscape Standards Exhibit G - Contents and General Landscape Design Standards Exhibit H - Parking Lot Screening and Streetscape Concepts Exhibit I - Connectivity Exhibit Page 253 of 509 Development Plan for the New Westinghouse Investors Tract SOUTHWEST LAND SERVICES, INC. P.O. BOX 984 LEANDER,TEXAS 78646 512.259.9000 9 Exhibit J - Pathway/Rest Area Concept Exhibit K - Conceptual Renderings of Office Buildings (1&2) Page 254 of 509 PREPARED FOR: No.DATE BYDESCRIPTION ◊ 5208 PRYOR LANE, AUSTIN, TEXAS 78734 ◊ ◊ TBPE FIRM # F-9799 ◊ (512) 848-5796 ◊ DOCUMENT IS FOR INTERIM REVIEW AND NOT INTENDED FOR CONSTRUCTION BIDDING OR PERMIT PURPOSES Project No. Sheet No. Drawn By: Check by: Scale: Date: Sheet Index: 100 YR FLOODPLAIN of 0749-001 2 6 TJG TJG 1" = 400' 4/6/2017 EXHIBIT B ################ ################ ################ ################ ################ HORIZONTAL WESTINGHOUSE INVESTORS TRACT EXHIBIT B CONCEPTUAL LAND PLAN BOURN COMPANIES, LLC 20 E. CONGRESS, SUITE 300 TUCSON, AZ 85701 FI L E D A T A - L o c a t i o n : Z: \ 0 7 4 9 - 0 0 1 N E W W E S T I N G H O U S E I N V E S T O R S \ C A D \ P L A N S H E E T S \ E X H I B I T S \ 0 7 4 9 - 0 0 1 - E X B T - A . D W G , L a y o u t : EX H I B I T B , S a v e d : 3/ 3 0 / 2 0 1 7 1 1 : 0 2 A M ; P L O T D A T A - U s e r : To m G r o l l , S c a l e : 1" = 4 0 ' , S i z e : AN S I F u l l B l e e d A ( 8 . 5 0 X 1 1 . 0 0 I n c h e s ) , T a b l e : TG E . S T B , D a t e : 4/ 6 / 2 0 1 7 5 : 1 7 P M SOUTH REGIONAL LIFT STATION STORM WATER MANAGEMENT AREA FUTURE MULTI-FAMILY SITE BY OTHERS (~35.125 ACRES) FUTURE MULTI-FAMILY SITE BY OTHERS (~15.4 ACRES) HWH HWH WR WR MAYS STR E E T R . O . W . ( 6 . 6 4 A C / 2 8 9 , 2 2 4 S F ) WESTINGHOUSE ROAD CO U N T Y RO A D 1 1 6 PA R K C E N T R A L BO U L E V A R D HWH HWH HWH HWH W RWR W RWR Page 255 of 509 Project No. Sheet No. Drawn By: Check by: Scale: Date: Sheet Index: PR E P A R E D FO R : No.DATE BYDESCRIPTION ◊ 16 1 0 9 A A W A L T D R I V E , AU S T I N , T E X A S 7 8 7 3 4 ◊ (5 1 2 ) 4 4 8 - 0 9 2 2 ◊ ◊ TB P E F I R M # F - 9 7 9 9 ◊ WW W . T G - E N G . C O M ◊ DOCUMENT IS FOR INTERIM REVIEW AND NOT INTENDED FOR CONSTRUCTION BIDDING OR PERMIT PURPOSES of 0749-001 3 6 TJG TJG 1" = 400' 4/6/2017 EXHIBIT C HORIZONTAL WESTINGHOUSE INVESTORS TRACT EXHIBIT C SITE CROSS SECTION ################ ################ ################ ################ ################ BO U R N C O M P A N I E S , L L C 20 E . C O N G R E S S , S U I T E 3 0 0 TU C S O N , A Z 8 5 7 0 1 FI L E D A T A - L o c a t i o n : Z: \ 0 7 4 9 - 0 0 1 N E W W E S T I N G H O U S E I N V E S T O R S \ C A D \ P L A N S H E E T S \ E X H I B I T S \ 0 7 4 9 - 0 0 1 - E X B T - C . D W G , L a y o u t : EX H I B I T C , S a v e d : 3/ 3 0 / 2 0 1 7 1 1 : 0 2 A M ; P L O T D A T A - U s e r : To m G r o l l , S c a l e : 1" = 4 0 ' , S i z e : AN S I F u l l B l e e d A ( 1 1 . 0 0 X 8 . 5 0 I n c h e s ) , T a b l e : TG E . S T B , D a t e : 4/ 6 / 2 0 1 7 5 : 1 8 P M SCALE IN FEET 2000 400 N M A Y S S T R E E T R . O . W . ( 6 . 6 4 A C / 2 8 9 , 2 2 4 S F ) WE S T I N G H O U S E R O A D ROAD 116 HWH HWH WR WR HWH HWH HWH HWH W R W R W R W R 0+00 1+00 2+00 3+00 4+00 5+00 6+00 7+00 8+00 9+00 10+00 11+00 12+00 13+00 14+00 15+00 16+00 17+00 18+00 19+00 20+00 21+00 22+00 23+00 24+00 25+00 26+00 27+00 28+00 29+00 30+00 SITE CROSS SECTION 500' EAST OF WEST PROPERTY LINE H: 1"=400.00' V: 1"=80.00' 780 790 800 810 820 830 840 850 860 870 880 890 900 910 920 930 940 950 0+00 1+00 2+00 3+00 4+00 5+00 6+00 7+00 8+00 9+00 10+0011+0012+0013+0014+0015+0016+0017+0018+0019+0020+0021+0022+0023+0024+0025+0026+0027+0028+0029+0030+00 ANATOLE AT WESTINGHOUSE APARTMENTS WESTINGHOUSE ROAD R.O.W. PROPERTY LINE PH 1 DEVELOPMENT AREA PROPOSED MF SITE MAYS STREET R.O.W. SOUTHERN PROPERTY LINE PHASE 2 DEVELOPMENT AREA PROPOSED FFE = 816.50 PROPOSED FFE = 815.80 FFE ≈ 886 FFE ≈ 871 EXISTING GRADE PROPOSED GRADE PROPOSED GRADE EXISTING GRADE PROPOSED MF SITE 60' BUILDING HEIGHT TOP ≈ 876.5 60' BUILDING HEIGHT TOP ≈ 875.8 80' BUILDING HEIGHT TOP ≈ 895.8 Page 256 of 509 WESTINGHOUSE ROAD PA R K C E N T R A L BO U L E V A R D SOUTH REGIONAL LIFT STATION of 0749-001 4 6 TJG TJG 1" = 400' 4/6/2017 ################ ################ ################ ################ ################ HORIZONTAL WESTINGHOUSE INVESTORS TRACT EXHIBIT D PROPERTY LINES AND BUILDING SETBACKS BOURN COMPANIES, LLC 20 E. CONGRESS, SUITE 300 TUCSON, AZ 85701 FI L E D A T A - L o c a t i o n : Z: \ 0 7 4 9 - 0 0 1 N E W W E S T I N G H O U S E I N V E S T O R S \ C A D \ P L A N S H E E T S \ E X H I B I T S \ P U D E X H I B I T . D W G , L a y o u t : BL D G S E T B A C K S , S a v e d : 4/ 6 / 2 0 1 7 5 : 5 1 P M ; P L O T D A T A - U s e r : To m G r o l l , S c a l e : ## # # # # , S i z e : AN S I F u l l B l e e d A ( 8 . 5 0 X 1 1 . 0 0 I n c h e s ) , T a b l e : TG E . S T B , D a t e : 4/ 6 / 2 0 1 7 5 : 5 8 P M SCALE IN FEET 2000 400 N 10' BLDG SETBACK PROPERTY LINE 10' BLDG SETBACK 10' BLDG SETBACK 25' GUS ESMT. (DOC # 2017008574)SOUTH REGIONAL LIFT STATION (0.23 ACRES) (DOC # 2017008572) 100 YR FLOODPLAIN 15' LANDSCAPE BUFFER PROPERTY LINE 25' GUS ESMT. (DOC # 2016008518) 30' GUS ESMT. (DOC # 2017008576) 25' D.E. (DOC # 2017008575) 112' MAYS STREET R.O.W. (6.24 ACRES) (DOC # 2017008573) 25' LANDSCAPE BUFFER 25' LANDSCAPE BUFFER 10' P.U.E. 15' GUS ESMT 10' P.U.E. PROPERTY LINE PHASE 1 OFFICE COMPLEX (11.2 ACRES) PROPERTY LINE 15' LANDSCAPE BUFFER PROPERTY LINE PROPERTY LINE PROPERTY LINE PHASE 2 OFFICE COMPLEX (24.305 ACRES) SOUTH MF SITE (35.125 ACRES) NORTH MF SITE (15.42 ACRES) COMMERCIAL LOT (1.47ACRES) PROPERTY LINE 10' BLDG SETBACK 10' BLDG SETBACK 10' BLDG SETBACK PROPERTY LINE 10' BLDG SETBACK 10' BLDG SETBACK 10' BLDG SETBACK 10' BLDG SETBACK 10' BLDG SETBACK WATER QUALITY & DETENTION FACILITY (DOC # 2017008575) 30' GUS ESMT 112' MAYS STREET R.O.W. (DOC # 2017008573) 15' GUS ESMT 10' P.U.E. 25' LANDSCAPE BUFFER 10' P.U.E. 25' LANDSCAPE BUFFER 15' LANDSCAPE BUFFER 15' LANDSCAPE BUFFER PREPARED FOR: No.DATE BYDESCRIPTION ◊ 5208 PRYOR LANE, AUSTIN, TEXAS 78734 ◊ ◊ TBPE FIRM # F-9799 ◊ (512) 848-5796 ◊ DOCUMENT IS FOR INTERIM REVIEW AND NOT INTENDED FOR CONSTRUCTION BIDDING OR PERMIT PURPOSES Project No. Sheet No. Drawn By: Check by: Scale: Date: Sheet Index: Page 257 of 509 HWH HWH WR WR WESTINGHOUSE ROAD PA R K C E N T R A L BO U L E V A R D SOUTH REGIONALLIFT STATION of 0749-001 5 6 TJG TJG 1" = 400' 4/6/2017 ################ ################ ################ ################ ################ HORIZONTAL WESTINGHOUSE INVESTORS TRACT EXHIBIT E STORM WATER MANAGEMENT FACILITIES BOURN COMPANIES, LLC 20 E. CONGRESS, SUITE 300 TUCSON, AZ 85701 FI L E D A T A - L o c a t i o n : Z: \ 0 7 4 9 - 0 0 1 N E W W E S T I N G H O U S E I N V E S T O R S \ C A D \ P L A N S H E E T S \ E X H I B I T S \ P U D E X H I B I T . D W G , L a y o u t : WQ - D E T , S a v e d : 4/ 6 / 2 0 1 7 5 : 5 1 P M ; P L O T D A T A - U s e r : To m G r o l l , S c a l e : ## # # # # , S i z e : AN S I F u l l B l e e d A ( 8 . 5 0 X 1 1 . 0 0 I n c h e s ) , T a b l e : TG E . S T B , D a t e : 4/ 6 / 2 0 1 7 6 : 0 1 P M SCALE IN FEET 2000 400 N PHASE 1-A WQ POND PHASE 1-B WQ POND WATER QUALITY & DETENTION POND SOUTH OFFICE COMPLEX WQ POND NORTH MF SITE WQ POND #1 NORTH MF SITE WQ POND #2 100 YR FLOODPLAIN PREPARED FOR: No.DATE BYDESCRIPTION ◊ 5208 PRYOR LANE, AUSTIN, TEXAS 78734 ◊ ◊ TBPE FIRM # F-9799 ◊ (512) 848-5796 ◊ DOCUMENT IS FOR INTERIM REVIEW AND NOT INTENDED FOR CONSTRUCTION BIDDING OR PERMIT PURPOSES Project No. Sheet No. Drawn By: Check by: Scale: Date: Sheet Index: Page 258 of 509 HWH HWH WR WR WESTINGHOUSE ROAD PA R K C E N T R A L BO U L E V A R D HWH HWH HWH HWH W RWR W RWR SOUTH REGIONAL LIFT STATION of 0749-001 6 6 TJG TJG 1" = 400' 4/6/2017 ################ ################ ################ ################ ################ HORIZONTAL WESTINGHOUSE INVESTORS TRACT EXHIBIT F POTENTIAL LANDSCAPE AREAS BOURN COMPANIES, LLC 20 E. CONGRESS, SUITE 300 TUCSON, AZ 85701 FI L E D A T A - L o c a t i o n : Z: \ 0 7 4 9 - 0 0 1 N E W W E S T I N G H O U S E I N V E S T O R S \ C A D \ P L A N S H E E T S \ E X H I B I T S \ P U D E X H I B I T . D W G , L a y o u t : LA N D S C A P E , S a v e d : 4/ 6 / 2 0 1 7 5 : 5 1 P M ; P L O T D A T A - U s e r : To m G r o l l , S c a l e : ## # # # # , S i z e : AN S I F u l l B l e e d A ( 8 . 5 0 X 1 1 . 0 0 I n c h e s ) , T a b l e : TG E . S T B , D a t e : 4/ 6 / 2 0 1 7 6 : 0 8 P M SCALE IN FEET 2000 400 N 100 YR FLOODPLAIN PREPARED FOR: No.DATE BYDESCRIPTION ◊ 5208 PRYOR LANE, AUSTIN, TEXAS 78734 ◊ ◊ TBPE FIRM # F-9799 ◊ (512) 848-5796 ◊ DOCUMENT IS FOR INTERIM REVIEW AND NOT INTENDED FOR CONSTRUCTION BIDDING OR PERMIT PURPOSES Project No. Sheet No. Drawn By: Check by: Scale: Date: Sheet Index: Page 259 of 509 f: \ d r o p b o x \ w o r k \ p r o j e c t s \ g e o r g e t o w n o f f i c e p a r k - k i m b e l l a s , b o u r n c o m p a n i e s , t o m g r o l l \ g e o r g e t o w n o f f i c e p a r k f r o n t a g e 2 . d w g 2/ 2 3 / 2 0 1 7 3 : 3 8 P M Plant Material List Low to Medium Water Horizontal Westinghouse Investors Tract P.U.D. Standards Page 260 of 509 Page 261 of 509 Page 262 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Consideration and possible action to adopt the F i nal Transi t P roject Pl an, including Fares, Ridership Policies and Branding -- Nathanie l Waggo ner, Transportation Analyst, P MP®, AICP ITEM SUMMARY: Staff has prepared final transit system recomme ndatio ns for Co uncil co nsidering recommendations from the 2 01 5 Transit Development Plan, public input including surveys and interviews as well as iterative wo rkshops with City staff, Capital Metro and CARTS. Adoptio n of the P lan will ensure capital improve ments and syste m planning effo rts remain on schedule for an August service start. STAF F RECOMMENDATION: Consider adopting the P lan as part of the 4/11/201 7 le gislative agenda. FINANCIAL IMPACT: 2017 service, capital and planning c osts were approve d a part of the annual budget process, ratified o n Septe mber 1 3, 2016. SUBMITTED BY: Nat Waggoner, PMP, AICP ATTACHMENT S: Description Transit Plan P res entation Transit Ro utes Bus Servic e Map Page 263 of 509 Transit Service Plan Georgetown Transit Service Plan April 11, 2017 Page 264 of 509 Transit Service Plan Agenda Purpose: Gain approval for Transit Service Plan elements one through four and share progress on the development of item five. 1.Routes and Stops 2.Hours of Operation 3.Fares and Ridership Policies 4.Performance Measures 5.Preliminary Branding 6.Next Steps Page 265 of 509 Transit Service Plan System Map V 1.0 Routes and Stops System Map V 2.0 Page 266 of 509 Transit Service Plan Fixed Route and Paratransit Hours of Operation Weekday: 7:00 am to 7:00 pm Saturdays: 8:30 am to 6:30 pm Page 267 of 509 Transit Service Plan Fare and Ridership Policies Fare Rate Day Pass (unlimited) $2.00 All Day Passes valid for unlimited rides on the date of purchase Paratransit (each way) $2.00 A shared-ride paratransit service for qualified people with disabilities that mirrors regular bus service. Eligibility and screening, through paper application will be provided by Capital Metro. Monthly (unlimited) $30.00 Reduced Fare Day Pass Seniors, 65 and over with a Medicare ID $1.00 Disability (qualified through Capital Metro) $1.00 Veterans and Active Military $1.00 Students with ID, 12 & Up $1.00 Accompanied children 0-12, with Full Fare Rider FREE Page 268 of 509 Transit Service Plan •Performance measures used to assess the four fixed routes •Routes will be reviewed individually and as a system every six months per FTA Performance Measures FY 18 FY 19 FY 20 Passengers per Revenue Hour 6 8 10 Farebox Recovery 6%8%10% Cost per Passenger $12 $9 $7 Cost per Revenue Hour $75 $77 $79 On-Time Performance 95%95%95% Page 269 of 509 Transit Service Plan Preliminary Branding Page 270 of 509 Transit Service Plan Next Steps ●Consider Plan adoption during legislative agenda ●Begin stop installation ●Public outreach ●Interlocal agreement with Capital Metro for FY18 service Page 271 of 509 Transit Service Plan Questions and Guidance Nat Waggoner, PMP, AICP Transportation Analyst (512) 930-8171 For more information and to stay involved, follow us: @GeorgetownTX Facebook.com/CityofGeorgetown transit.georgetown.org Sign up for E-news at: Nextdoor.com Page 272 of 509 Transit Service Plan Thank you to our partners Page 273 of 509 ^_ W 8TH ST WILLIAMSONCOUNTY SHERTZER|MARK PAULCITY OFGEORGETOWNCONDO 0 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 0Downtown Transfer Center NOTES Remove brick and pour pad. Possible move to the east 25 ft. SIZE10x13 w Shelter Pad 1 (4" Concrete)0 Pad 2 (6" Concrete) 1 Page 274 of 509 !( S M Y R T L E S T E 8TH ST FIRST PRESBYTERIANCHURCH OF GEORGETOWNTEXAS INC JOHNSON| JC JR & LINDA SUKUP|KEVIN P RNJ BOHLS FAMILYENTERPRISES LLC 1 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 1E 8th/S Church St NOTES SIZESign Only Pad 1 (4" Concrete)0 Pad 2 (6" Concrete) 0 Page 275 of 509 !( !( PI N E S T E 6TH ST E 7TH ST WILLIAMSONCOUNTY LOGAN| MOLLY CASKEY REALESTATE LTD 211 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 2E 7th St/Pine St 1 NOTES SIZE5x8 Pad 1 (4" Concrete)3x5 Pad 2 (6" Concrete) 0 Page 276 of 509 !( !( SOUTHWES T E R N B L V D M A P L E S T SOUTHWESTERNUNIVERSITY 3 10 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 3Maple St/Southwestern Blvd 1 NOTES License with SU SIZESign Only Pad 1 (4" Concrete)0 Pad 2 (6" Concrete) 0 Page 277 of 509 !( E 13TH ST MA P L E S T MCGLAUN|YVONNESTONE SOUTHWESTERNUNIVERSITY KAHN|SHERWIN A HEBERLING|JOHN 4 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 4Maple St/13th St NOTES between curb and sidewalk SIZE5x8 Pad 1 (4" Concrete)4x5 Pad 2 (6" Concrete) 0 Page 278 of 509 !( !( M A P L E S T CITY OFGEORGETOWN CUMMINS|KEVIN C &RACHEL J SUMNER|AMANDA LUCY& DONALD 5 8 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 5Maple St/San Jose Park 1 NOTES SIZE5x8 Pad 1 (4" Concrete)3x5 Pad 2 (6" Concrete) 0 Page 279 of 509 ^_ QUAIL VALLEY DR JCC HOMES HERNANDEZ|ABEGAIL CHAVEZ|JOSEFINA CARRILLO|FRANCISCO NOE & MARIADELCARMEN CARRILLO C A DOOSE& COMPANY 6 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 6Quail Valley Dr NOTES SIZE10x13 w Shelter Pad 1 (4" Concrete)0 Pad 2 (6" Concrete) 1 Page 280 of 509 !( R I F L E B E N D D R LONG BRAN C H D R CUMMINGS|SHEILA RIOS|TRANSITO T TURRENTINE|VIVIANLEE KLINGEMANN|KENT BRADLEY 7 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 7Rifle Bend Dr/Long Branch Dr NOTES need curb cut, ramp, pad, no sidewalk SIZE5x8 Pad 1 (4" Concrete)5x10 Pad 2 (6" Concrete) 0 Page 281 of 509 !( !( M A P L E S T CITY OFGEORGETOWN CUMMINS|KEVIN C& RACHEL J SUMNER| AMANDALUCY & DONALD 5 8 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 8Maple St/San Jose Park 2 NOTES SIZE5x8 Pad 1 (4" Concrete)5x8 Pad 2 (6" Concrete) 0 Page 282 of 509 !( MA P L E S T SOUTHWESTERNUNIVERSITY 9 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 9Maple St/E University Blvd NOTES SIZE5x8 Pad 1 (4" Concrete)5x5 Pad 2 (6" Concrete) 0 Page 283 of 509 !( !( M A P L E S T S O U T H W E S T E R N B L V D SOUTHWESTERNUNIVERSITY SOUTHWESTERNUNIVERSITY SOUTHWESTERNUNIVERSITY 3 10 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 10Maple St/Southwestern Blvd 2 NOTES SIZE5x8 Pad 1 (4" Concrete)3x5 Pad 2 (6" Concrete) 0 Page 284 of 509 !( !( PI N E S T E 7TH ST E 6TH ST WILLIAMSONCOUNTY LOGAN| MOLLY TAYLOR|ANNETTEMARIE CASKEYREALESTATE LTD 211 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 11E 7th St/Pine St 2 NOTES Can ramp serve as pad? SIZE5x8 Pad 1 (4" Concrete)5x10 Pad 2 (6" Concrete) 0 Page 285 of 509 !( A S H S T E 8TH ST MEDINA|VICTOR F &SUSAN K MILLER|ELIZABETHROSE CITY OFGEORGETOWNKING|JOANSMITH 12 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 12E 8th St/Ash St NOTES Pad next to storm box cover SIZE5x8 Pad 1 (4" Concrete)5x8 Pad 2 (6" Concrete) 0 Page 286 of 509 !( S C E N I C D R W 8TH ST GARZA|JUAN JOSE &THELMA MIRELES|JULIO| JR DELATORRE|MIGUEL &EUGENIA SANCHEZ|DELORES TAYLOR|PAULETTE ALEMAN| DANIEL &EDUARDO &PEDRO JR 13 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 13W 8th St/Scenic Dr NOTES SIZE5x8 Pad 1 (4" Concrete)3x5 Pad 2 (6" Concrete) 0 Page 287 of 509 !( !( S C E N I C D R GEORGETOWN HEALTHCARE SYSTEMENTERPRISES INC AUSTINRED CEDARSUPPLY INC CITY OFGEORGETOWN 22 14 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 14Scenic Dr/W University Ave 1 NOTES SIZE5x8 Pad 1 (4" Concrete)2x5 Pad 2 (6" Concrete) 0 Page 288 of 509 ^_ !( W UNIVERSITY AVE H E BUTT INC 21 15 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 15HEB 1 NOTES TXDOT MOU SIZE10x13 w Shelter Pad 1 (4" 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(6" Concrete) 0 Page 291 of 509 !(R I V E R Y B L V D WOLF RANCH PKWY INDEPENDENTBANK GROUP CENTRALTEXAS INC CRE-8 LP 18 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 18Wolf Ranch Pkwy/Rivery Blvd NOTES 40 lf of sidewalk to Rivery Blvd SIZE5x8 Pad 1 (4" Concrete)8x5 Pad 2 (6" Concrete) 0 Page 292 of 509 !( W O L F R A N C H P K W Y MEMORIAL DR AR2K INC MORRIS CORNERSCOLLECTION LTD CONNELLCEMETERY WOLFLAKES LP 19 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 19Wolf Ranch Pkwy SB/Memorial Dr NOTES SIZE Pad 1 (4" Concrete) Pad 2 (6" Concrete) Page 293 of 509 !( W UNIVERSITY AVE CHICK-FIL-AINC 20 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 20W University Ave/Chick-Fil-A NOTES 23 lf of sidewalk to W University Ave, TXDOT MOU SIZE5x8 Pad 1 (4" Concrete)5x23 Pad 2 (6" Concrete) 0 Page 294 of 509 ^_ !( W UNIVERSITY AVE NEVLV LLC WOLF|JAMESDAVID 21 15 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 21HEB 2 NOTES TXDOT MOU SIZESign Only Pad 1 (4" Concrete)0 Pad 2 (6" Concrete) 0 Page 295 of 509 !( !( S C E N I C D R GEORGETOWN HEALTHCARE SYSTEMENTERPRISES INC AUSTINRED CEDARSUPPLY INC CITY OFGEORGETOWN 22 14 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 22Scenic Dr/W University Ave 2 NOTES SIZE5x8 Pad 1 (4" Concrete)3x5 Pad 2 (6" Concrete) 0 Page 296 of 509 !( H A R T S T W 17TH ST GEORGETOWN|HOUSINGAUTHORITY PARR|CHRISTINA GREENPRINTHOMES LLC GEORGETOWN|HOUSINGAUTHORITY 23 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 23W 17th St/Hart St NOTES Add at garden SIZE Pad 1 (4" Concrete) Pad 2 (6" Concrete) Page 297 of 509 !( W 19TH ST BR I D G E S T WRIGHT|THOMAS HINES|WALTER L CALVARY'S HILLBAPTIST CHURCHOF GEORGETOWN ORRELL| STEVEN C& LEIGH-ANNAMARTINETS24 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 24Bridge St/W 19th St 1 NOTES SIZE5x8 Pad 1 (4" Concrete)3x3 Pad 2 (6" Concrete) 0 Page 298 of 509 !( ST DAVID'S HEALTHCAREPARTNERSHIP LP LLP ST DAVID'SHEALTHCAREPARTNERSHIP LP LLP 25 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 25St David's 1 NOTES License required SIZESign Only Pad 1 (4" Concrete)0 Pad 2 (6" Concrete) 0 Page 299 of 509 !( S C E N I C D R UNITED STATESPOSTALSERVICE 26 I0204010 Feet Stops Route 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Pad 1 (4" Concrete)7x5 Pad 2 (6" Concrete) 0 Page 303 of 509 !( SCENIC TN S C E N I C D R WESLEYANHOMES INC30 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 30St David's 3 NOTES SIZE5x8 Pad 1 (4" Concrete)10x5 Pad 2 (6" Concrete) 0 Page 304 of 509 !( RA I L R O A D A V E W 17TH ST AMBRIZ|MARIBEL DIXON|MELVIN R KELLEYMARY FESTATE ETAL ULINSKI| JESSICA& MICHAEL S 31 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 31Railroad Ave/W 17th St NOTES SIZE5x8 Pad 1 (4" Concrete)4x5 Pad 2 (6" Concrete) 0 Page 305 of 509 !( S A U S T I N A V E TAMIROVENTURES LTD GT MONUMENT2 LP GT MONUMENT LP 32 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 32S Austin Ave/W 5th St 1 NOTES Sign only SIZE5x8 Pad 1 (4" Concrete) Pad 2 (6" Concrete) 0 Page 306 of 509 !( !( S A U S T I N A V E W 2ND ST THE LAW OFFICEOF ROBERT MMCCABE PLLC CLARK|JOHNMATTHEW COLBERT|PATTI 33 41 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 33S Austin Ave/W 2nd St 1 NOTES SIZE5x8 Pad 1 (4" Concrete)13x9 Pad 2 (6" Concrete) 0 Page 307 of 509 !( !( N A U S T I N A V E SAN G A B RIE L VIL L A G E B L V D TWO 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AREACYPRESSHOLDINGS LLC 36 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 36River Bend Dr/Northwest Blvd NOTES SIZE Pad 1 (4" Concrete) Pad 2 (6" Concrete) Page 310 of 509 !( NORTHWEST B L V D HVM 2015GEORGETOWN LTD HVM 2015GEORGETOWNLTD 37 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 37Northwest Blvd/E Janis Dr NOTES SIZE Pad 1 (4" Concrete) Pad 2 (6" Concrete) Page 311 of 509 !(CITY OFGEORGETOWN 38 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 38Recreation Center NOTES SIZE5x8 Pad 1 (4" Concrete)0 Pad 2 (6" Concrete) 0 Page 312 of 509 !( E MORROW ST N M A I N S T W M O R R O W S T HOLLAND|DICK R GALMANAGEMENTLLC TEXAS HERITAGEVENTURE LTD LILLEY| JAMES GAGLIANO| DANIELK & STEPHANIEJ MORTON 39 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 39W Morrow St/N Main St NOTES SIZE5x8 Pad 1 (4" Concrete)5x8 Pad 2 (6" Concrete) 0 Page 313 of 509 !( !( N A U S T I N A V E S A N G A B R I E L V I L L A G E B L V D CITY OFGEORGETOWN HCGTBURGER LP 34 40 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple 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SIZE5x8 Pad 1 (4" Concrete)2x5 Pad 2 (6" Concrete) 0 Page 314 of 509 !( !( S A U S T I N A V E THE LAW OFFICEOF ROBERT MMCCABE PLLC CLARK|JOHNMATTHEW PAREDES| CHRISTINA COLBERT|PATTI 33 41 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 41S Austin Ave/W 2nd St 2 NOTES SIZE5x8 Pad 1 (4" Concrete)2x5 Pad 2 (6" Concrete) 0 Page 315 of 509 !( W 5TH ST S A U S T I N A V E 4T-LFTVENTURES LP CITY OFGEORGETOWN 42 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 42S Austin Ave/W 5th St 2 NOTES Review cost estimate SIZE5x8 Pad 1 (4" Concrete)8x5 Pad 2 (6" Concrete) 0 Page 316 of 509 !( WO O D L A W N A V E WOLF RANCH PKWY HINESGEORGETOWNHOTEL LLC 43 I0204010 Feet Stops Route !(Blue ^_Blue Shelter !(Green ^_Green Shelter !(Orange ^_Orange Shelter !(Purple ^_Transfer Station Parcels Transit Route 1 2 3 4 Sidewalk Existing Conditions EXCELLENT GOOD PASSABLE LIMITED FAILURE FAILING NOT ASSIGNED Sidewalk Priority 1 Project Stop 43Sheraton/Convention Center NOTES Sign Only SIZE5x8 Pad 1 (4" Concrete)3x5 Pad 2 (6" Concrete) 0 Page 317 of 509 Page 318 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m G eorg etow n Uti l i ty Systems Advi so ry B oard (G US): Consideration and possible actio n to approve a contract with CSA Constructi on, Inc . o f Housto n, Texas for the P e c an B ranch Wastew ate r Treatment Pl ant (WWTP ) Expansi on in the amo unt of $10 ,50 6,0 00 .00 -- Wesley Wright, P.E., Systems Engineering Director ITEM SUMMARY: The Pec an Branch WWTP serves much o f the west side of Geo rgeto wn including Sun City, Georgetown Village, and much of the Williams Drive co rridor. Pecan Branc h will also be the ultimate terminus of the propo sed Berry Creek Interceptor and serve any future development along Airport Ro ad. Currently the P ecan Branc h WWTP is consistently operating at abo ve 90 % o f it's current 1.5MG/day capacity. This proposed plant expansion will double that capacity and mirror the existing onsite fac ilities. The Pecan Branch WWTP Expansion pro ject was advertised for public bids on February 15, 2 01 7 and February 22, 2 01 7 in the Williamson Co un ty S un. Through CDM's o ffice, we provided plans and specifications to six intereste d partie s, including general contractors, subc ontractors, suppliers and plan ro oms. We cannot provide the number of interested parties that viewed the plans on the eBid site or at plan roo ms. On Marc h 28, 2017 at 2:00p.m. bids were received at the Purc hasing Department for the co nstruction o f the P e c an Branch WWTP Expansion project and then opened and publicly read aloud. Out of the six interested parties that requested plans and specifications, three bids were received. The names of the bidders and total base bid amount are summarized below. CSA Co nstruction, Inc. (CSA), Housto n, TX - $10,384,000 Archer Western Construction, LLC, Irving, TX - $11,172,900 Ke ystone Construction Services, LP, Austin, TX - $12,236,500 CSA Construction is the lo w bidder. They have the c onstructio n experience and ability necessary to c omplete this work as evidenced by the fact that they were the original P e can Branch WWTP contractor. STAF F RECOMMENDATION: Staff and CDM Smith recommends executing this co ntract for the Pecan Branch WWTP Expansion to CSA, Construc to rs, Inc. of Houston Texas, in the amount of $10,506,0 00 .00 . B OARD RECOMMENDATION: This item was unanimously approved for recommendation to Council by the GUS Board at their meeting held on April 1 4, 2017. FINANCIAL IMPACT: Funds for this expenditure are budgeted in the Water CIP. See attached CIP Budgetary & Financial Analysis Sheet. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Direc to r ATTACHMENT S: Description P ecan Branch WWT P B&FAW Recommendatio n letter Page 319 of 509 Page 320 of 509 Existing Pecan Branch Wastewater Treatment Plant (1.5 million gallons per day) located on FM 971, approximately 1.5 miles east of SH130. The proposed plant expansion will double capacity with a mirrored site (3.0 million gallons per day). Page 321 of 509 FINANCIAL IMPACT: YTD Spent/Enc Agenda Item Engineering 238,550 Right of Way 60,000 Construction 1,159,755 Other Costs testing/inspection Current Budget Available Budget BUDGET BALANCE Variance TOTAL 1,500,000 298,550 1,201,450 1,159,755 41,695 2.78% General Ledger Account Number COMMENTS: Testing costs are expected to be 25,000 and will be funded from BUDGET BALANCE FINANCIAL IMPACT: YTD Spent/Enc Agenda Item Engineering 238,550 Right of Way 60,000 Construction 1,220,000 Other Costs testing/inspection Current Budget Available Budget BUDGET BALANCE Variance TOTAL 1,500,000 298,550 1,201,450 1,220,000 (18,550) -1.24% General Ledger Account Number COMMENTS: Testing costs are expected to be 25,000 and will be funded from BUDGET BALANCE Example Project Project 2 Example Page 322 of 509 DATE: PROJECT NAME:3CA 3/31/2017 CSA Division/Department:GUS/Water/Wastewater Director Approval Prepared By:Michael Hallmark Finance Approval TW04032017 TOTAL ANNUAL BUDGET 9,738,309.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B)(A + B) Budget Consulting Resident Project Representative 520,000.00 520,000.00 5% Right of Way 0.00 0% Construction 10,506,000.00 10,506,000.00 108% Other Costs 30,200.00 30,200.00 0% Total Current Year Costs 0.00 11,056,200.00 Approved GENERAL LEDGER ACCOUNT NUMBER CY Budget 660-9-0581-90-051 Wastewater 9,738,309.00 Fund Balance 1,287,691.00 Total Budget 11,026,000.00 TOTAL PROJECT BUDGET 11,026,000.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Spent/Encumbered Costs Costs Budget Consulting 1,124,506.00 520,000.00 1,644,506.00 15% Right of Way 0.00 0.00 0% Construction 10,506,000.00 10,506,000.00 95% Other Costs 30,200.00 30,200.00 0% Total Project Costs 1,124,506.00 11,056,200.00 12,180,706.00 Comments: I have 3,600,000 in 2018 added to this project. Due to exceeding the permitted amount TCEQ has requested that we start construction ASAP. Pecan Branch WWTP Construction Capital Improvement Project - Budgetary and Financial Analysis Page 323 of 509 Page 324 of 509 Page 325 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Forwarded fro m G eorg etow n Uti l i ty Systems Advi so ry B oard (G US): Consideration and possible action to approve Task Order CDM-17 -00 2 with CDM Smi th, Inc. of Austin, Texas, for professi onal se r vi c es related to Pecan Branch Wastew ater Treatment P l ant Re si de nt P roject Representati ve (RPR) in the amount of $52 0,000.00 -- Wesley Wright, P.E., Systems Engineering Dire cto r ITEM SUMMARY: Given the significant expense and tec hnical spec ialties asso c iated with the forthcoming Pecan Branch Wastewate r Treatment Plant Expansio n, staff has requested additional support from CDM Smith througho ut construction. Through this task order, CDM will provide a Re side nt Project Representative (RPR) onsite during (almost) all aspe c ts of construction. This RP R will ensure quality co nstruction through enhanced c ompliance with the plans and specifications. Currently wo rklo ads of existing city staff will not afford us the time to provide the level of inspection se rvices that this project warrants while maintaining our obligation to the developme nt community and the re st of the existing Capital Improvement Plan. STAF F RECOMMENDATION: Staff re c ommends executing Task Order CDM-17-0 02 for professional services relating to Pecan Branch Waste water Treatment Plant Resident P roject Representative with CDM Smith, Inc. of Austin, Te xas, in the amount of $520,000.0 0. B OARD RECOMMENDATION: This item was unanimously approved for recommendation to Council by the GUS Board at their meeting held on April 1 4, 2017. FINANCIAL IMPACT: Funds for this expenditure are budgeted in the Waste water CIP. See attached CIP Budgetary & Financial Analysis Sheet. SUBMITTED BY: Wesley Wright, P.E., Systems Engineering Direc to r ATTACHMENT S: Description B&FAW Tas k Ord er CDM-17-002 Page 326 of 509 FINANCIAL IMPACT: YTD Spent/Enc Agenda Item Engineering 238,550 Right of Way 60,000 Construction 1,159,755 Other Costs testing/inspection Current Budget Available Budget BUDGET BALANCE Variance TOTAL 1,500,000 298,550 1,201,450 1,159,755 41,695 2.78% General Ledger Account Number COMMENTS: Testing costs are expected to be 25,000 and will be funded from BUDGET BALANCE FINANCIAL IMPACT: YTD Spent/Enc Agenda Item Engineering 238,550 Right of Way 60,000 Construction 1,220,000 Other Costs testing/inspection Current Budget Available Budget BUDGET BALANCE Variance TOTAL 1,500,000 298,550 1,201,450 1,220,000 (18,550) -1.24% General Ledger Account Number COMMENTS: Testing costs are expected to be 25,000 and will be funded from BUDGET BALANCE Example Project Project 2 Example Page 327 of 509 DATE: PROJECT NAME:3CA 3/31/2017 CSA Division/Department:GUS/Water/Wastewater Director Approval Prepared By:Michael Hallmark Finance Approval TW04032017 TOTAL ANNUAL BUDGET 9,738,309.00 (Current year only) Actual Cost Agenda Total Spent Encumbrance Item & Encumbered % Annual (A) before agenda item (B)(A + B) Budget Consulting Resident Project Representative 520,000.00 520,000.00 5% Right of Way 0.00 0% Construction 10,506,000.00 10,506,000.00 108% Other Costs 30,200.00 30,200.00 0% Total Current Year Costs 0.00 11,056,200.00 Approved GENERAL LEDGER ACCOUNT NUMBER CY Budget 660-9-0581-90-051 Wastewater 9,738,309.00 Fund Balance 1,287,691.00 Total Budget 11,026,000.00 TOTAL PROJECT BUDGET 11,026,000.00 (includes all previous yrs) Prior Years Current Year Total Project % Total Spent/Encumbered Costs Costs Budget Consulting 1,124,506.00 520,000.00 1,644,506.00 15% Right of Way 0.00 0.00 0% Construction 10,506,000.00 10,506,000.00 95% Other Costs 30,200.00 30,200.00 0% Total Project Costs 1,124,506.00 11,056,200.00 12,180,706.00 Comments: I have 3,600,000 in 2018 added to this project. Due to exceeding the permitted amount TCEQ has requested that we start construction ASAP. Pecan Branch WWTP Construction Capital Improvement Project - Budgetary and Financial Analysis Page 328 of 509 Page 329 of 509 Page 330 of 509 Page 331 of 509 Page 332 of 509 Page 333 of 509 Page 334 of 509 Page 335 of 509 Page 336 of 509 Page 337 of 509 Page 338 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Fi rst Readi ng of an Ordinance of the City Counc il of the City of Georgetown, Texas, amending Secti on 2.108 of the Code of Ordi nances relating to the number of members o n the Youth Advi sory B o ar d -- Kimberly Garrett, Parks and Recreation Director (acti o n requi red) ITEM SUMMARY: The Youth Advisory Bo ard requires there to be 9 membe rs per their by-laws. T he staff liaison has worked very hard over the last year to fill the open positions, but has struggled to find nine youth interested in participating on the board. Not having all the positions filled creates issues with having enough members for a quorum. It is staff ’s recommendation that the number of members required for the Youth Advisory Board be reduced from nine to seven. FINANCIAL IMPACT: None SUBMITTED BY: Kimberly Garrett, Parks & Recreation Director - BH ATTACHMENT S: Description P ro p o s ed Ord inance Exhib it A Page 339 of 509 Ordinance Number: _____________________ Page 1 of 2 Description: Ch. 2.108 Youth Advisory Board Membership Date Approved: ________________________ Ordinance No. _______________ AN ORDINANCE OF THE CITY COUNCIL (“COUNCIL”) OF THE CITY OF GEORGETOWN, TEXAS (“CITY”) AMENDING THE CODE OF ORDINANCES, CHAPTER 2.108 “YOUTH ADVISORY BOARD” RELATED TO MEMBERSHIP; REPEALING CONFLICTING ORDINANCES AND RESOLUTIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Council desires that all bylaws and related ordinances for Boards, Commissions, and Committees (“Boards”) be reviewed and revised to a uniform standard; and WHEREAS, City staff recommended a reduction in the Youth Advisory Board membership in order to eliminate standing vacancies on the Board; and WHEREAS, the Council now finds it necessary to amend the following ordinance; and WHEREAS, the amendments contained in this ordinance were considered and completed by the Legal Department and the City Secretary for deliberation and approval by the Council; and WHEREAS, every general ordinance enacted subsequent to codification shall be enacted as an amendment to the Code; and NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: Section 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. Section 2. Section 2.108.010 of the Code of Ordinances is hereby amended to read as follows: Sec. 2.108.010. - Created; membership. A. There is hereby created the Youth Advisory Board of the City of Georgetown (the "Board"). This Chapter supplements the provisions of Code of Ordinances Chapter 2.36 City Commissions, Committees, and Boards. B. The Board will consist of seven Members representing eighth grade through twelfth grade and appointed in accordance with the City Charter. Members should include a student from each of these grade levels. Members should represent a broad spectrum of students from all Georgetown schools including but not limited to public school, charter school, private school, and home school. Members should include students involved with extra-curricular Page 340 of 509 Ordinance Number: _____________________ Page 2 of 2 Description: Ch. 2.108 Youth Advisory Board Membership Date Approved: ________________________ activities and hobbies. All Members must reside within the Georgetown Independent School District. C. The term of office for Board Members is two years, except for graduating seniors. Generally, Board Members may serve two consecutive terms. Refer to Code Section 2.36.030A for additional provisions regarding terms of office. Section 3. All ordinances that are in conflict with the provisions of this ordinance are, and the same are hereby, repealed and all other ordinances of the City not in conflict with the provisions of this ordinance shall remain in full force and effect. Section 4. If any provision of this Ordinance, or application thereof, to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. Section 5. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This Ordinance shall become effective and be in full force and effect ten (10) days on and after publication in accordance with the provisions of the Charter of the City of Georgetown. PASSED AND APPROVED on First Reading on the ______of __________, 2017. PASSED AND APPROVED on Second Reading on the _____ of _________, 2017. ATTEST: THE CITY OF GEORGETOWN Shelley Nowling Dale Ross City Secretar y Mayor APPROVED AS TO FORM: Charlie McNabb City Attorney Page 341 of 509 Exhibit A Page 1 of 1 Chapter 2.108 – Youth Advisory Board CHAPTER 2.108. - YOUTH ADVISORY BOARD Sec. 2.108.010. - Created; membership. A. There is hereby created the Youth Advisory Board of the City of Georgetown (the "Board"). This Chapter supplements the provisions of Code of Ordinances Chapter 2.36 City Commissions, Committees, and Boards. B. The Board will consist of nine seven Members representing eighth grade through twelfth grade and appointed in accordance with the City Charter. Members should include a student from each of these grade levels. Members should represent a broad spectrum of students from all Georgetown schools including but not limited to public school, charter school, private school, and home school. Members should include students involved with extra-curricular activities and hobbies. All Members must reside within the Georgetown Independent School District. C. The term of office for Board Members is two years, except for graduating seniors. Generally, Board Members may serve two consecutive terms. Refer to Code Section 2.36.030A for additional provisions regarding terms of office. Sec. 2.108.020. - Purpose. The Board in its advisory capacity to the City Council will work within the community to promote healthy decisions, leadership skills and community involvement among the youth in the community Page 342 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Fi rst Readi ng of an Ordinance authorizing the Issuance of City of Georgetown, Te xas Combi nati on Tax and Reve nue Certi fi cates o f Obl i g ati on, Seri es 2017, levying an Ad Valorem Tax and the pledge o f certain revenues in support of the certificates, approving an Official Statement, a P aying Agent/Registrar Agreement and o ther agreements related to the sale and issuance o f the certificates and authorizing o ther matters related to the Issuance o f the Certificates -- Leigh Wallace, Finance Directo r ITEM SUMMARY: This item is to approve the sale of certific ates o f obligation for the following purposes: 20 Year Bonds – COs (ne t proceeds) ADA Phase II $3 00 ,00 0 Grace Heritage P hase II $14 0,0 00 Transfer Station P ond $150,000 Downto wn West $5,730,000 I35 Fro ntage Road Side walk $350 ,00 0 10 Year Bonds – COs (net proceeds) P ublic Safety Fire apparatus $1,400,00 0 7 Year Bonds – COs (net proceeds) P ublic Safety P olice Vehicles $588,000 5 Year Bonds – COs (net proceeds) Citywide Radio Replacement $500,000 Subtotal – Tax Supported Certificates of Obligation $9,158,0 00 20 Year Bonds – Ge orgetown Transportation Enhanc e ment Co rp. Se lf-supporting COs (net proce e ds) Airport Road $6,000,000 Estimated Issuance Costs $112,000 Total Certificates of Obligation $15,270,000 COMMENTS Actual interest rates fo r this debt issue will not be determined until just prior to the reading of the ordinanc e at the Council meeting o n April 25 , 2017. The City will receive the proceeds in mid-May. Proceeds are expected to be expended within the ne xt 24 months. Pl ease note al l ordi nanc es w i l l be approved and effecti ve on F i rst Readi ng i n accordance w i th Secti on 1201.028, Te xas G overnment Code. FINANCIAL IMPACT: The tax rate impac t for the tax-supported certificates of obligation is conservatively estimate d at less than nine tenths of o ne c e nt ($0 .009), based on the 2016 assessed valuation. Final impacts will not be known until the bonds are sold and the 2016 Assessed Valuation has been certified. SUBMITTED BY: Leigh Wallace, Finance Director - SP Page 343 of 509 ATTACHMENT S: Description P ro p o s ed Ord inance A1 CO Page 344 of 509 GTOWN/CO/2017: Ordinance ORDINANCE NO. 2017-____ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2017; LEVYING AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES Adopted April 25, 2017 Page 345 of 509 GTOWN/CO/2017: Ordinance i ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2017; LEVYING AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES TABLE OF CONTENTS Page Recitals .............................................................................................................................................1 Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES ......................................2 Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES .......................................3 Section 3. INTEREST ...............................................................................................................3 Section 4. CHARACTERISTICS OF THE CERTIFICATES .................................................4 Section 5. FORM OF CERTIFICATE......................................................................................8 Section 6. INTEREST AND SINKING FUND ......................................................................16 Section 7. REVENUES ...........................................................................................................16 Section 8. DEFEASANCE OF CERTIFICATES ...................................................................17 Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES ....................................................................18 Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED ...............................................................................19 Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES ................................................................20 Section 12. SALE OF CERTIFICATES ...................................................................................22 Page 346 of 509 GTOWN/CO/2017: Ordinance ii Section 13. DEFAULT AND REMEDIES ...............................................................................22 Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS .................................23 Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT ...........................................................................24 Section 16. CONTINUING DISCLOSURE UNDERTAKING ...............................................24 Section 17. AMENDMENT OF ORDINANCE .......................................................................27 Section 18. NO RECOURSE AGAINST CITY OFFICIALS ..................................................29 Section 19. FURTHER ACTIONS ...........................................................................................29 Section 20. INTERPRETATIONS ...........................................................................................29 Section 21. INCONSISTENT PROVISIONS ..........................................................................29 Section 22. INTERESTED PARTIES ......................................................................................29 Section 23. INCORPORATION OF RECITALS .....................................................................30 Section 24. SEVERABILITY ...................................................................................................30 Section 25. EFFECTIVE DATE ...............................................................................................30 Section 26. PERFECTION .......................................................................................................30 Section 27. PAYMENT OF ATTORNEY GENERAL FEE ....................................................30 Exhibit A Paying Agent/Registrar Agreement Exhibit B Description of Annual Financial Information Page 347 of 509 GTOWN/CO/2017: Ordinance Ordinance No. 2017-___ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2017; LEVYING AN AD VALOREM TAX AND THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE CERTIFICATES; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER AGREEMENTS RELATED TO THE SALE AND ISSUANCE OF THE CERTIFICATES; AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE CERTIFICATES THE STATE OF TEXAS ' COUNTY OF WILLIAMSON ' CITY OF GEORGETOWN ' WHEREAS, the City Council of the City of Georgetown, Texas (the "City") deems it advisable to issue certificates of obligation in the amount of $_____________ (the "Certificates") and finds that the payment in whole or in part of contractual obligations is incurred or to be incurred for: (1) acquiring and upgrading City radio communication equipment; (2) constructing and installing accessibility improvements at City buildings and facilities in accordance with the Americans with Disabilities Act; (3) constructing, improving, renovating, expanding and equipping the Grace Heritage Center at Founders Memorial Park; (4) acquiring and upgrading public safety vehicles and equipment, including police vehicles, a fire truck and related equipment; (5) constructing, improving, extending, expanding and upgrading City sidewalks, including along the frontage road of IH-35, including purchasing any necessary right-of-way and equipment; (6) constructing, improving, renovating, expanding and equipping City buildings for the Downtown West Project including renovations to existing City buildings for a new City Hall, Council Chambers and Municipal Court Building; (7) constructing, improving, extending, expanding and upgrading the City's storm water drainage facilities, including the construction of a storm water quality pond at the City's Solid Waste Transfer Station; (8) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, including for Airport Road; and (9) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates.; and WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code, as amended, and Section 1502.052, Texas Government Code, as amended; and WHEREAS, on February 28, 2017, the City Council passed a resolution authorizing and directing the City Secretary to give notice of intention to issue Certificates; and Page 348 of 509 GTOWN/CO/2017: Ordinance 2 WHEREAS, the notice was published on March 8, 2017 and March 15, 2017 in the Williamson County Sun, a newspaper of general circulation in the City and a "newspaper" as defined in Section 2051.044, Government Code; and WHEREAS, the City has not received a petition from the qualified electors of the City protesting the issuance of the Certificates; and WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; and WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any of the projects being financed with the proceeds of the Certificates was submitted to the voters of the City during the preceding three years and failed to be approved; and WHEREAS, it is considered to be in the best interest of the City that the interest bearing Certificates be issued. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1. RECITALS AND PURPOSE OF THE CERTIFICATES. (a) The recitals set forth in the preamble hereof are incorporated by reference herein and shall have the same force and effect as if set forth in this Section. The Certificates of the City of Georgetown, Texas (the "City") are hereby authorized to be issued and delivered in the aggregate principal amount of $__________ (the "Certificates"), the payment in whole or in part of contractual obligations incurred or to be incurred for: (1) acquiring and upgrading City radio communication equipment; (2) constructing and installing accessibility improvements at City buildings and facilities in accordance with the Americans with Disabilities Act; (3) constructing, improving, renovating, expanding and equipping the Grace Heritage Center at Founders Memorial Park; (4) acquiring and upgrading public safety vehicles and equipment, including police vehicles, a fire truck and related equipment; (5) constructing, improving, extending, expanding and upgrading City sidewalks, including along the frontage road of IH-35, including purchasing any necessary right-of-way and equipment; (6) constructing, improving, renovating, expanding and equipping City buildings for the Downtown West Project including renovations to existing City buildings for a new City Hall, Council Chambers and Municipal Court Building; (7) constructing, improving, extending, expanding and upgrading the City's storm water drainage facilities, including the construction of a storm water quality pond at the City's Solid Waste Transfer Station; (8) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, including for Airport Road; and (9) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates. (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Certificates complies with the Vision Statement of the City. Page 349 of 509 GTOWN/CO/2017: Ordinance 3 Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES. Each Certificate issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2017", and initially there shall be issued, sold, and delivered hereunder fully registered Certificates, without interest coupons, dated May 18 , 2017, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial Certificate delivered to the Attorney General of the State of Texas which shall be numbered T-1), payable to the respective initial registered owners thereof (as designated in Section 12 hereof), or to the registered assignee or assignees of said Certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said Certificates shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: YEAR AMOUNT YEAR AMOUNT 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 2027 2037 The term "Certificates" as used in this Ordinance shall mean and include collectively the Certificates initially issued and delivered pursuant to this Ordinance and all substitute Certificates exchanged therefor, as well as all other substitute certificates and replacement Certificates issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum: Page 350 of 509 GTOWN/CO/2017: Ordinance 4 YEAR RATE YEAR RATE 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 2027 2037 Interest shall be payable in the manner provided and on the dates stated in the FORM OF CERTIFICATE set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, National Association, (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make the Registration Books available within the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange. No additional ordinances, orders, or Page 351 of 509 GTOWN/CO/2017: Ordinance 5 resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Texas Government Code, as amended, and particularly Subchapter D thereof, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts. (b) Payment of Certificates and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the City at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Page 352 of 509 GTOWN/CO/2017: Ordinance 6 Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first- class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book-Entry-Only System. The Certificates issued in exchange for the Certificates initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co. as nominee of DTC and except as provided in subsection (f) hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of, premium, if any, or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal, premium, if any, and interest, with respect to such Certificate, for the purposes of registering transfers with respect to such Certificates, and for all other purposes of registering transfers with respect to such Certificates, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates only to or upon the order of the respective Registered Owners, as shown in the Registration Books as Page 353 of 509 GTOWN/CO/2017: Ordinance 7 provided in the Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, and interest on the Certificates to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to the Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the City determines to discontinue the book-entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Certificates, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owner transferring or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Blanket Representation of the City to DTC. (h) Initial Certificate. The Certificates herein authorized shall be initially issued as fully registered certificates, being one certificate for each maturity in the denomination of the applicable principal amount and the initial Certificate shall be registered in the name of the initial purchaser or the designees thereof as set forth in Section 12 hereof. The initial Certificate shall be the Certificate submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser. Immediately after the delivery of the initial Certificate, the Paying Agent/Registrar shall cancel the initial Certificate delivered hereunder and exchange therefor Certificates in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in Section 4(f), all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. Section 5. FORM OF CERTIFICATE. The form of the Certificate, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form Page 354 of 509 GTOWN/CO/2017: Ordinance 8 of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. FORM OF CERTIFICATE NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT WILLIAMSON COUNTY $_________ CITY OF GEORGETOWN, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2017 INTEREST RATE DATE OF CERTIFICATES MATURITY DATE CUSIP NO. May 18, 2017 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, in Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the date of initial delivery of the Certificates, on February 15, 2018, and semiannually on each August 15 and February 15 thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above; except that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date, as hereinafter defined, but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged or converted from is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of Page 355 of 509 GTOWN/CO/2017: Ordinance 9 this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at The Bank of New York Mellon Trust Company, National Association, which is the "Paying Agent/Registrar" for this Certificate at their office in Dallas, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Certificate (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Certificate appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. Notwithstanding the foregoing, during any period in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, payments made to the securities depository, or its nominee, shall be made in accordance with arrangements between the City and the securities depository. DURING ANY PERIOD in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Certificate that on or before each principal payment date or interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to Page 356 of 509 GTOWN/CO/2017: Ordinance 10 close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is one of a series of Certificates dated May 18, 2017, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $____________ (the "Certificates"), the payment in whole or in part of contractual obligations incurred or to be incurred for: (1) acquiring and upgrading City radio communication equipment; (2) constructing and installing accessibility improvements at City buildings and facilities in accordance with the Americans with Disabilities Act; (3) constructing, improving, renovating, expanding and equipping the Grace Heritage Center at Founders Memorial Park; (4) acquiring and upgrading public safety vehicles and equipment, including police vehicles, a fire truck and related equipment; (5) constructing, improving, extending, expanding and upgrading City sidewalks, including along the frontage road of IH-35, including purchasing any necessary right-of-way and equipment; (6) constructing, improving, renovating, expanding and equipping City buildings for the Downtown West Project including renovations to existing City buildings for a new City Hall, Council Chambers and Municipal Court Building; (7) constructing, improving, extending, expanding and upgrading the City's storm water drainage facilities, including the construction of a storm water quality pond at the City's Solid Waste Transfer Station; (8) constructing, improving, extending, expanding, upgrading and developing City streets, bridges, sidewalks, intersections and related traffic improvements including purchasing any necessary right-of-way and equipment, including for Airport Road; and (9) professional services including fiscal, engineering, architectural and legal fees and other such costs incurred in connection therewith including the costs of issuing the Certificates. ON AUGUST 15, 2026, or on any date thereafter, the Certificates of this series maturing on and after August 15, 2027 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000). THE CERTIFICATES maturing on August 15, 20__ (the "Term Certificates") are subject to mandatory sinking fund redemption by lot or other customary method prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date. Certificates Maturing August 15, 20___ Redemption Date Principal Amount August 15, 20__ $______ August 15, 20___ ______ August 15, 20___* ______* ____________________ *Final Maturity Page 357 of 509 GTOWN/CO/2017: Ordinance 11 THE PRINCIPAL AMOUNT of the Term Certificates required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by the principal amount of any Term Certificates of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Certificates plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificates. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Certificates or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificates shall be redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Certificates, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. Page 358 of 509 GTOWN/CO/2017: Ordinance 12 DURING ANY PERIOD in which ownership of the Certificates is determined only by a book entry at a securities depository for the Certificates, if fewer than all of the Certificates of the same maturity and bearing the same interest rate are to be redeemed, the particular Certificates of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Certificate may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certificate may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the unredeemed balance of the Certificate. WHENEVER the beneficial ownership of this Certificate is determined by a book entry at a securities depository for the Certificates, the foregoing requirements of holding, delivering or transferring this Certificate shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Certificates. Page 359 of 509 GTOWN/CO/2017: Ordinance 13 IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been performed, existed and been done in accordance with law; that this Certificate is a general obligation of said City, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said City, and have been pledged for such payment, within the limit prescribed by law, and that this Certificate, together with other obligations of the City, is additionally secured by and payable from the surplus revenues of the City's System remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or part of the Net Revenues of the City's System, which amount shall not exceed $10,000 all as provided in the Ordinance. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the City Council, and agrees that the terms and provisions of this Certificate and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary of said City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Certificate. ____________________________________ ___________________________________ City Secretary Mayor (SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Certificate has been issued under the provisions of the Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Page 360 of 509 GTOWN/CO/2017: Ordinance 14 Dated The Bank of New York Mellon Trust Company, N.A. Paying Agent/Registrar By _______________________________ Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________ ______________________________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee ______________________________________________________________________________ ______________________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee) _____________________________________________________________________________ the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ Signature Guaranteed: ___________________________________ ___________________________________ NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate in every particular, without alteration or enlargement or any change whatsoever. Page 361 of 509 GTOWN/CO/2017: Ordinance 15 FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this ______________________________ Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) INSERTIONS FOR THE INITIAL CERTIFICATE The initial Certificate shall be in the form set forth in this Section, except that: A. immediately under the name of the Certificate, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year Amount Rate (Information from Sections 2 and 3 to be inserted) The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Certificates at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2018 and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above; except, that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication Page 362 of 509 GTOWN/CO/2017: Ordinance 16 hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full." C. The initial Certificate shall be numbered "T-1." Section 6. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected for and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Certificates are outstanding and unpaid, the City Council shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient, within the limit prescribed by law, to raise and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Certificates as such principal matures (but never less than 2% of the original amount of the Certificates as a sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full allowances being made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City, for each year while any of the Certificates are outstanding and unpaid, and the tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest on the Certificates, if any, shall be deposited in the Interest and Sinking Fund and used to pay interest on the Certificates. Section 7. REVENUES. The Certificates together with other obligations of the City, are additionally secured by and shall be payable from and secured by the surplus revenues of the City's System after payment of all operation and maintenance expenses or collections thereof, and all debt service, reserve, and other requirements in connection with all of the City's revenue bonds or other obligations (now or hereafter outstanding) which are payable from all or any part of the net revenues of the City's System, with such amount not exceeding $10,000, constituting "Surplus Revenues." The City shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of Section 6, if Surplus Revenues or other lawfully available funds are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. Whenever used in this Ordinance the Term "System" means the City's combined electric, waterworks and sewer system as defined in Ordinance No. 98-34. Page 363 of 509 GTOWN/CO/2017: Ordinance 17 The Mayor and the Chief Financial Officer of the City are hereby ordered to do any and all things necessary to accomplish the transfer of monies to the Interest and Sinking Fund of this issue in ample time to pay such items of principal and interest. Section 8. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or a commercial bank or trust company for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or a commercial bank or trust company for the payment of its services until all Defeased Certificates shall have become due and payable or (3) any combination of (1) and (2). At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Certificate, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Certificate as aforesaid when proper notice of redemption of such Certificates shall have been given, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or a commercial bank or trust company as provided in this Section may at the discretion of the City Council also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or a commercial bank or trust company pursuant to this Section which is not required for the payment of such Certificate and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City Council. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Certificates and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Certificates and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, Page 364 of 509 GTOWN/CO/2017: Ordinance 18 and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or a commercial bank or trust company pursuant to this Section for the payment of Certificates and such Certificates shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Certificate affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Certificate to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Certificate for redemption in accordance with the provisions of the Ordinance authorizing its issuance, the City may call such Defeased Certificate for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Certificate as though it was being defeased at the time of the exercise of the option to redeem the Defeased Certificate and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Certificate. As used in this section, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a City, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding certificates or otherwise provide for the funding of an escrow to effect the defeasance of the Certificates, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable Texas law that may be used to defease obligations such as the Certificates. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. Application for replacement of damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered Owner applying for a replacement certificate shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or Page 365 of 509 GTOWN/CO/2017: Ordinance 19 destruction of a Certificate, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Certificate without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificate in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Certificate issued in conversion and exchange for other Certificates. Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer. Page 366 of 509 GTOWN/CO/2017: Ordinance 20 Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Certificates as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Certificates being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates, other than investment property acquired with -- (A) proceeds of the Certificates invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the Certificates are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section l.148-1(b) of the Treasury Regulations, and Page 367 of 509 GTOWN/CO/2017: Ordinance 21 (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the owners of the Certificates. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Certificates. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Certificates, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager or Chief Financial Officer of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its books and records in Page 368 of 509 GTOWN/CO/2017: Ordinance 22 accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired. The City agrees to obtain the advice of nationally- recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the Project will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes of this subsection, the portion of the property comprising personal property and disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 12. SALE OF CERTIFICATES. The Certificates are hereby sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to ____________ (the APurchaser@) at a price of $___________ (representing the par amount of the Certificates of $___________ plus a net initial reoffering premium of $____________ and less an underwriting discount of $___________). It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable and are in the best interest of the City. The Certificates shall initially be registered in the name of the Purchaser. Pursuant to Sections 1201.029 and 1201.042, Texas Government Code, the $____________ of net reoffering premium generated by the sale of the Certificates is allocated to be used as follows: (i) $______________ for the Purchaser's discount, (ii) $__________ for costs of issuance of the Certificates, (iii) $__________, representing the rounding amount, to be deposited to the Interest and Sinking Fund and (iv) $____________ to be used to pay the costs of the projects being financed by the Certificates described in Section 1. Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or Page 369 of 509 GTOWN/CO/2017: Ordinance 23 (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Page 370 of 509 GTOWN/CO/2017: Ordinance 24 Section 14. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Certificates shall be used along with other certificate proceeds for the purpose for which the Certificates are issued set forth in Section 1 hereof; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on certificate proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof in order to prevent the Certificates from being arbitrage certificates shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement with an attached Blanket Letter of Representations. Each the Mayor, the City Manager and the Chief Financial Officer are hereby authorized to amend, complete or modify such agreement as necessary and are further authorized to execute such agreement. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Certificates. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Certificates and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Certificates by the initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated April __, 2017, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Section 16. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2017, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 15 of this Ordinance, being information of the type described in Exhibit "B" hereto, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and in substantially the form included in the Official Statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. Page 371 of 509 GTOWN/CO/2017: Ordinance 25 If the City changes its fiscal year, it will file notice of the change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. (b) Event Notices. The City shall file notice of any of the following events with respect to the Certificates with the MSRB in a timely manner and not more than 10 business days after the occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates, if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed Page 372 of 509 GTOWN/CO/2017: Ordinance 26 jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers of the City in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City makes no representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Page 373 of 509 GTOWN/CO/2017: Ordinance 27 Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (i) such provisions as so amended and (ii) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this subsection (a) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. (d) Format, Identifying Information, and Incorporation by Reference. All financial information, operating data, financial statements, and notices required by this Section to be provided to the MSRB shall be provided in an electronic format and be accompanied by identifying information prescribed by the MSRB. Financial information and operating data to be provided pursuant to subsection (a) of this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public on the MSRB’s Internet Web site or filed with the SEC. (e) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. Section 17. AMENDMENT OF ORDINANCE. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The City may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that Page 374 of 509 GTOWN/CO/2017: Ordinance 28 shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v) obtain insurance or ratings on the Certificates, (vi) obtain the approval of the Attorney General of the State Texas, or (vii) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal amount 51% of the aggregate principal amount of then outstanding Certificates that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to: (1) Make any change in the maturity of any of the outstanding Certificates; (2) Reduce the rate of interest borne by any of the outstanding Certificates; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Certificates; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Certificates or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Certificates necessary for consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the City for inspection by all holders of such Certificates. (d) Whenever at any time within one year from the date of publication of such notice the City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all of the Certificates then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. Page 375 of 509 GTOWN/CO/2017: Ordinance 29 (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Certificate during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the City, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. Section 18. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on any Certificates or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificates. Section 19. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, any insurance commitment letter or agreement or insurance policy and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Mayor, the City Manager or the Chief Financial Officer of the City, the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements of the Bond Insurer, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 20. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Certificates and the validity of the lien on and pledge of the Pledged Revenues to secure the payment of the Certificates. Page 376 of 509 GTOWN/CO/2017: Ordinance 30 Section 21. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 22. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Certificates, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Certificates. Section 23. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 24. SEVERABILITY. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. Section 25. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 26. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Certificates and the pledge of ad valorem taxes and surplus net revenues granted by the City under Sections 6 and 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Certificates are outstanding and unpaid such that the pledge of ad valorem taxes and surplus net revenues granted by the City under Sections 6 and 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Certificates the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 27. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of the Certificates or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Certificates. Page 377 of 509 GTOWN/CO/2017: Ordinance Sig Pg CO Ord IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 25th day of April, 2017. THE CITY OF GEORGETOWN: ____________________________________ Dale Ross, Mayor City of Georgetown, Texas ATTEST: ____________________________________ Shelley Nowling, City Secretary APPROVED AS TO FORM: _____________________________________ Charlie McNabb, City Attorney Page 378 of 509 GTOWN/CO/2017: Ordinance A-1 EXHIBIT "A" Paying Agent\Registrar Agreement Page 379 of 509 GTOWN/CO/2017: Ordinance B-1 EXHIBIT "B" The following information is referred to in Section 16 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) Table 1 - Valuation, Exemptions and Ad Valorem Tax Debt; (2) Table 2 - Taxable Assessed Valuations by Category; (3) Table 3 - Valuation and Ad Valorem Tax Debt History; (4) Table 4 - Tax Rate, Levy and Collection History; (5) Table 5 - Ten Largest Taxpayers; (6) Table 8 - Pro-Forma Ad Valorem Tax Debt Service Requirements; (7) Table 10 – Authorized by Unissued General Obligation Bonds; and (8) Table 11 – General Fund Revenues and Expenditure History; and (9) Table 12 – Municipal Sales Tax History. (10) Appendix B. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements contained in Appendix B to the Official Statement. Page 380 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Fi rst Readi ng of an Ordinance authorizing the Issuance of City of Georgetown, Te xas G eneral Obl i gati on B onds, Seri es 2017, autho rizing the levy of an Ad Valorem Tax in support of the Bonds, approving an Official Statement, a P aying Agent/Registrar Agreement and other related docume nts, awarding the Sale of the Bonds and authorizing other matte rs relating to the bonds -- Leigh Wallace, Finance Director ITEM SUMMARY: G ENERAL OB LIG ATION BONDS 2008 Parks Bond Authorization 20 Year Bonds Gare y P ark $5,500,000 San Gabriel P ark $1,000,000 2015 Transportation Authorization 20 Year Bonds Sidewalks $2,632,000 Subtotal – net pro c e eds $9,132,000 Estimated issuance co sts $88,000 Total issue $9,220,000 2008 Authorizatio n S umma ry Including today’s issue, the City has issued $1 8,7 00 ,000 of $3 5.5 million authorized by City vote rs in November 2008 for park improvements. Gare y Park was included within this authorization as an eligible project. With the issuance of these bonds, there is $16,800,000 of bond autho rization remaining that has not been issued. 2015 Authorizatio n S umma ry Including to day’s issue, the City will have issued $22 ,632,000 o f $105 million authorized by City vote rs in May 2015 for transportation proje c ts. Side walks were included within this authorization as an eligible project. With the issuance of these bonds, $8 2.4 million of authorization will remain that has not be e n issued. FINANCIAL IMPACT: Actual interest rates fo r this debt issue will not be determined until just prior to the re ading of the ordinance at the Council meeting on April 2 5, 2017. Pl ease note al l ordi nanc e s w i l l be approved and effecti ve on Fi rst Re adi ng i n accordance wi th Secti on 1201 .02 8, Texas Governme nt Co de. SUBMITTED BY: Leigh Wallace, Finance Director - SP ATTACHMENT S: Description P ro p o s ed Ord inance Page 381 of 509 Page 382 of 509 GTOWN\GO\17: Ordinance ORDINANCE NO. 2017-_____ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2017; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS Adopted April 25, 2017 Page 383 of 509 GTOWN\GO\17: Ordinance i ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2017; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS TABLE OF CONTENTS Page Preamble ..........................................................................................................................................1 Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND VISION STATEMENT ...........................................................................................3 Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF BONDS .....................................................................................3 Section 3. INTEREST ...............................................................................................................4 Section 4. CHARACTERISTICS OF THE BONDS ................................................................4 Section 5. FORM OF BOND ....................................................................................................8 Section 6. TAX LEVY ............................................................................................................15 Section 7. DEFEASANCE OF BONDS .................................................................................16 Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS .....18 Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED.............................19 Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS .........................................................................................................19 Section 11. SALE OF BONDS .................................................................................................21 Section 12. DEFAULT AND REMEDIES ...............................................................................22 Section 13. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT ...............23 Section 14. CONTINUING DISCLOSURE UNDERTAKING ...............................................23 Page 384 of 509 GTOWN\GO\17: Ordinance ii Section 15. AMENDMENT OF ORDINANCE .......................................................................26 Section 16. NO RECOURSE AGAINST CITY OFFICIALS ..................................................28 Section 17. FURTHER ACTIONS ...........................................................................................28 Section 18. INTERPRETATIONS ...........................................................................................28 Section 19. INCONSISTENT PROVISIONS ..........................................................................28 Section 20. INTERESTED PARTIES ......................................................................................29 Section 21. INCORPORATION OF RECITALS .....................................................................29 Section 22. SEVERABILITY ...................................................................................................29 Section 23. EFFECTIVE DATE ...............................................................................................29 Section 24. PERFECTION .......................................................................................................29 Section 25. PAYMENT OF ATTORNEY GENERAL FEE ....................................................29 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT .............................................. A-1 EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ........................B-1 Page 385 of 509 GTOWN\GO\17: Ordinance ORDINANCE NO. 2017-____ ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BONDS, SERIES 2017; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS THE STATE OF TEXAS ' COUNTY OF WILLIAMSON ' CITY OF GEORGETOWN ' WHEREAS, at an election held within the City of Georgetown, Texas (the "City") on November 4, 2008 the voters of the City authorized the City Council of the City to issue in one or more series the bonds set forth in the proposition set forth below: PROPOSITION NO. 2 Shall the City Council of the City of Georgetown, Texas, be authorized to issue the bonds of the City, in one or more series or issues, in the aggregate principal amount of $35,500,000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed forty years from their date, and to be sold at such prices and bear interest at such rates, as shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, acquiring, improving, renovating, developing and/or equipping, land, buildings and facilities for park and recreational purposes, to wit: acquisition of parkland and open space/preserve land, constructing pedestrian and bike trail improvements, improvements to Garey Park, renovations to San Gabriel Park including an amphitheater and related infrastructure and other costs; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? WHEREAS, the City Council has previously issued general obligation bonds utilizing a total of $12,210,000 of the November 4, 2008 Proposition No. 2 authorization and has reserved the right to issue the remaining $23,290,000 of bonds authorized but unissued from the November 4, 2008 Proposition No. 2 authorization with such previous general obligation bonds being as follows: its General Obligation Bonds, Series 2010 (utilizing $2,500,000); its General Obligation Bonds, Series 2013 (utilizing $5,000,000); its General Obligation Bonds, Series 2015 (utilizing $1,710,000); and its General Obligation Bonds, Series 2016 (utilizing $3,000,000); WHEREAS, the City Council deems it to be in the best interest of the City to issue $_______ of the Proposition No. 2 authorization, reserving the right from time to time to issue the Page 386 of 509 GTOWN\GO\17: Ordinance 2 remaining $_____________ of bonds authorized but unissued from the November 4, 2008 Proposition No. 2 authorization; and WHEREAS, at an election held within the City on May 9, 2015 the voters of the City authorized the City Council of the City to issue in one or more series the bonds set forth in the proposition set forth below: PROPOSITION Shall the City Council of the City of Georgetown, Texas, be authorized to issue the bonds of the City, in one or more series or issues, in the aggregate principal amount of $105,000,000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed twenty- five years from their date, and to be sold at such prices and bear interest at such rates, as shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of constructing, improving, extending, expanding, upgrading and/or developing streets, roads, bridges, and intersections, to wit: (i) Northwest Blvd Bridge-Fontana Dr to Austin Ave, Rivery Blvd Extension-Williams Dr to Northwest Blvd, IH 35 NB Frontage Road- Williams Dr to Lakeway Bridge, Southwest Bypass-Wolf Ranch Pkwy to Leander Rd, Wolf Ranch Pkwy-DB Wood Dr to Southwest Bypass, Intersection/Capital Pool, Leander Bridge at IH 35, NE Inner Loop-Stadium Dr to FM 971, Stadium Dr (CR 151)-Austin Ave to NE Inner Loop, Southwestern Blvd-Raintree Dr to SE Inner Loop, SH 29 (Haven Lane to SH 130),Leander Rd (RM 2243)- 400ft W of SW Bypass to River Ridge, DB Wood Dr- SH 29 to Oak Ridge Dr, Southwest Bypass-Wolf Ranch Pkwy to SH29, sidewalk, safety and ADA accessibility pool and related utility relocation, sidewalk, safety and operational improvements, purchase of any necessary rights-of-way, drainage and other related costs and (ii) preliminary engineering and rights-of-way acquisition for Williams Dr-Rivery Blvd. to Frontage Rd, IH 35 SB Frontage Road- Williams Dr to Rivery Blvd, SE Inner Loop- Southwestern Blvd to IH 35, SE Inner Loop-SH 29 to Southwestern Blvd, Shell Rd-Williams Dr to Shell Spur Rd, DB Wood Dr-Oak Ridge Dr to Lake Overlook Dr; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? WHEREAS, the City Council has previously issued general obligation bonds utilizing a total of $20,075,000 of the May 9, 2015 Proposition authorization and has reserved the right to issue the remaining $84,925,000 of bonds authorized but unissued from the May 9, 2015 Proposition authorization with such previous general obligation bonds being as follows: its General Obligation Bonds, Series 2015A (utilizing $10,075,000) and its General Obligation Bonds, Series 2016 (utilizing $10,000,000); and WHEREAS, the City Council deems it to be in the best interest of the City to issue $__________ pursuant to the May 9, 2015 Proposition authorization, reserving the right to issue the remaining $__________ of bonds authorized but unissued from the May 9, 2015 Proposition authorization; and Page 387 of 509 GTOWN\GO\17: Ordinance 3 WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF GEORGETOWN, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND VISION STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this section. The Bond or Bonds of the City are hereby authorized to be issued pursuant to Chapter 1331, Texas Government Code, as amended and delivered in the aggregate principal amount of $_____________ for the purpose of: (1) utilizing $____________ to construct, acquire, improve, renovate, develop and/or equip, land, buildings and facilities for park and recreational purposes pursuant to Proposition No. 2 approved at the November 4, 2008 election, (2) utilizing $__________ to construct, improve, extend, expand, upgrade and/or develop streets, roads, bridges and intersections, including sidewalks, in accordance with the Proposition approved at the May 9, 2015 election and (3) paying the costs associated with the issuance of the Bonds. (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Bonds complies with the Vision Statement of the City. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BOND, SERIES 2017" and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated May 18, 2017, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the Initial Bond submitted to the Attorney General of the State of Texas which will be numbered T-1), payable to the respective initial registered owners thereof (as designated in Section 11 hereof), or to the registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: YEARS AMOUNTS YEARS AMOUNTS 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 2027 2037 Page 388 of 509 GTOWN\GO\17: Ordinance 4 The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this Ordinance to their respective dates of maturity at the following rates per annum: YEARS RATES YEARS RATES 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 2027 2037 Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York Mellon Trust Company, National Association in Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in Page 389 of 509 GTOWN\GO\17: Ordinance 5 this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 4(c) hereof, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional orders, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and the Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, as amended, and particularly Subchapter B thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall Page 390 of 509 GTOWN\GO\17: Ordinance 6 execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION BOND, in the form set forth in the FORM OF BOND. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book-Entry-Only System . The Bonds issued in exchange for the Bonds initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is Page 391 of 509 GTOWN\GO\17: Ordinance 7 registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book-Entry-Only System . In the event that the City determines to discontinue the book-entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Bond, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the purchaser of the Bonds or its designee set forth in Section 11 of this Ordinance, executed by manual or facsimile signature of the Mayor or Mayor Pro-tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such initial purchaser set forth in Section 11 of this Page 392 of 509 GTOWN\GO\17: Ordinance 8 Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 5. FORM OF BOND. The form of the Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of initial Bond and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance including any reproduction of an opinion of counsel and information regarding the issuance of any bond insurance policy. FORM OF BOND NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT WILLIAMSON COUNTY $__________ CITY OF GEORGETOWN, TEXAS GENERAL OBLIGATION BOND, SERIES 2017 INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO. May 18, 2017 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the initial date of delivery of the Bonds, on February 15, 2018 and semiannually thereafter on each August 15 and February 15 to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above calculated on the basis of a 360-day year of twelve 30-day months; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has not been paid, then this Bond Page 393 of 509 GTOWN\GO\17: Ordinance 9 shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at The Bank of New York Mellon Trust Company, N.A., (the "Paying Agent/Registrar") at their office for payment in Dallas, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the close of business on the last business day of the month next preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. DURING ANY PERIOD in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. Page 394 of 509 GTOWN\GO\17: Ordinance 10 IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated May 18, 2017, authorized in accordance with the Constitution and laws of the State of Texas in the aggregate principal amount of $__________ FOR THE PURPOSE OF: (1) UTILIZING $___________ TO CONSTRUCT, ACQUIRE, IMPROVE, RENOVATE, DEVELOP AND/OR EQUIP, LAND, BUILDINGS AND FACILITIES FOR PARK AND RECREATIONAL PURPOSES PURSUANT TO PROPOSITION NO. 2 APPROVED AT THE NOVEMBER 4, 2008 ELECTION, (2) UTILIZING $___________ TO CONSTRUCT, IMPROVE, EXTEND, EXPAND, UPGRADE AND/OR DEVELOP STREETS, ROADS, BRIDGES AND INTERSECTION, INCLUDING SIDEWALKS, IN ACCORDANCE WITH THE PROPOSITION APPROVED AT THE MAY 9, 2015 ELECTION AND (3) PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS. ON AUGUST 15, 2026, or on any date thereafter, the Bonds of this Series maturing on and after August 15, 2027 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000). NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bonds. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bonds shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the Page 395 of 509 GTOWN\GO\17: Ordinance 11 unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing on the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the Page 396 of 509 GTOWN\GO\17: Ordinance 12 requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. _______________________________ ___________________________________ City Secretary Mayor [CITY SEAL] FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally Page 397 of 509 GTOWN\GO\17: Ordinance 13 was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION Paying Agent/Registrar By_______________________________ Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________ ________________________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee _______________________________________________________________________ _______________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee) ______________________________________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ Signature Guaranteed: Page 398 of 509 GTOWN\GO\17: Ordinance 14 __________________________________ __________________________________ NOTICE: Signature(s) must be NOTICE: The signature above guaranteed by a member firm of must correspond with the name the New York Stock Exchange or of the Registered Owner as it a commercial bank or trust company. appears upon the front of this Bond in every particular, with- out alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this ____________________. Comptroller of Public Accounts of the State of Texas [COMPTROLLER'S SEAL] INSERTIONS FOR THE INITIAL BOND The Initial Bond shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), in each of the years on August 15 in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Amounts Rates (Information from Sections 2 and 3 to be inserted) Page 399 of 509 GTOWN\GO\17: Ordinance 15 The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2018 and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The initial Bond shall be numbered "T-1." Section 6. TAX LEVY. (a) Payment of the Bonds. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid; and the tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds, if any, shall be deposited in the Interest and Sinking Fund. Section 7. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing Page 400 of 509 GTOWN\GO\17: Ordinance 16 with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Bond and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bonds and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Bond affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions Page 401 of 509 GTOWN\GO\17: Ordinance 17 of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. As used herein, "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable Texas law that may be used to defease obligations such as the Bonds. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered Owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or Page 402 of 509 GTOWN\GO\17: Ordinance 18 mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance or other credit enhancement is obtained, the Bonds may bear an appropriate legend. Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the projects financed therewith Page 403 of 509 GTOWN\GO\17: Ordinance 19 are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days, (B) amounts invested in a bona fide debt service fund, within the meaning of section l.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to Page 404 of 509 GTOWN\GO\17: Ordinance 20 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager or Chief Financial Officer of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not Page 405 of 509 GTOWN\GO\17: Ordinance 21 adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the projects financed therewith the proceeds of the Bonds will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 11. SALE OF BONDS. The Bonds are hereby awarded and sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to _____________ (the "Purchaser") at a price of $_____________ (representing the par amount of the Bonds plus a net initial reoffering premium of $___________ less an underwriter's discount of $___________). It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable and are in the best interest of the City. The Bonds shall initially be registered in the name of the Purchaser. Pursuant to Sections 1201.029 and 1201.042, Texas Government Code, the $_________ of net reoffering premium generated by the sale of the Bonds is allocated to be used as follows: (i) $__________ for the Purchaser's discount, (ii) $__________ for costs of issuance of the Bonds, (iii) $___________, representing the rounding amount, to be deposited to the Interest and Sinking Fund and (iv) $______________ to be used to pay the costs of the projects being financed by the Bonds described in Section 1 (with the total voted authorization utilized by the Bonds being as set forth in the recitals to this Ordinance). Section 12. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. Page 406 of 509 GTOWN\GO\17: Ordinance 22 (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City o r the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 13. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Attached hereto as Exhibit "A" is a substantially final form of Paying Agent/Registrar Agreement. Each the Mayor, the City Manager and the Chief Financial Officer of the City are hereby authorized to amend, complete or modify such agreement as necessary and are further authorized to execute such agreement. Page 407 of 509 GTOWN\GO\17: Ordinance 23 The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated April __, 2017, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Section 14. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2017, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 13 of this Ordinance, being information of the type described in Exhibit "B" hereto, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "B" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and in substantially the form included in the Official Statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice of the change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. (b) Event Notices. The City shall file notice of any of the following events with respect to the Bonds with the MSRB in a timely manner and not more than 10 business days after the occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; Page 408 of 509 GTOWN\GO\17: Ordinance 24 (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers of the City in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except Page 409 of 509 GTOWN\GO\17: Ordinance 25 that the City in any event will give notice of any deposit that causes the Bonds to be no longer outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City makes no representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such provisions as so amended and (ii) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, Page 410 of 509 GTOWN\GO\17: Ordinance 26 the City shall include with any amended financial information or operating data next provided in accordance with this subsection (a) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. (d) Format, Identifying Information, and Incorporation by Reference. All financial information, operating data, financial statements, and notices required by this Section to be provided to the MSRB shall be provided in an electronic format and be accompanied by identifying information prescribed by the MSRB. Financial information and operating data to be provided pursuant to subsection (a) of this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public on the MSRB’s Internet Web site or filed with the SEC. (e) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. Section 15. AMENDMENT OF ORDINANCE. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The City may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v) obtain insurance or ratings on the Bonds, (vi) obtain the approval of the Attorney General of the State of Texas, or (vii) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount 51% of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, Page 411 of 509 GTOWN\GO\17: Ordinance 27 nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Bonds necessary for consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the City for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of publication of such notice the City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the City, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. Page 412 of 509 GTOWN\GO\17: Ordinance 28 Section 16. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on the Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bonds. Section 17. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, is hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 18. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge to secure the payment of the Bonds. Section 19. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 20. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. Section 21. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Page 413 of 509 GTOWN\GO\17: Ordinance 29 Section 22. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 23. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 24. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 25. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of each series of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. Page 414 of 509 GTOWN\GO\17: Ordinance SigPg IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 25th day of April, 2017. THE CITY OF GEORGETOWN: Dale Ross, Mayor City of Georgetown, Texas ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney Page 415 of 509 GTOWN\GO\17: Ordinance A-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT Page 416 of 509 GTOWN\GO\17: Ordinance B-1 EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 14 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) Table 1 – Valuation, Exemptions and Ad Valorem Tax Debt; (2) Table 2 – Taxable Assessed Valuations by Category; (3) Table 3 – Valuation and Ad Valorem Tax Debt History; (4) Table 4 – Tax Rate, Levy and Collection History; (5) Table 5 – Ten Largest Taxpayers; (6) Table 8 – Pro-Forma Ad Valorem Tax Debt Service Requirements; (7) Table 10 – Authorized But Unissued General Obligation Bonds; (8) Table 11 – General Fund Revenues and Expenditure History; and (9) Table 12 – Municipal Sales Tax History. (10) Appendix B. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in Appendix B to the Official Statement. Page 417 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Fi rst Readi ng of an Ordinance authorizing City of Geo rgeto wn, Texas Uti l i ty Syste m Revenue and Refundi ng B o nds, Seri es 2017, autho rizing the pledge of certain re venues in support of the bonds, approving a P aying Agent/Registrar Agreement, an Offic ial Statement, call certain bonds for redemption and other relate d documents and authorizing othe r matters related to the Issuance of the Bonds -- Le igh Wallace, Finance Director ITEM SUMMARY: Water Services system improvements (20 years) – n e t p roceeds $20,000,0 00 Domel Pu mp S ta tion San Gab rie l Fo rce Main Berry Cre e k Lift Station Electric system improvements – net proceeds Substatio n, lin es, fib er optics (20 years) $4,850,0 00 IT impro v e me nts (10 years) $2,175,000 Total net proceeds $2 7,0 25 ,00 0 Estimated refunding $2 ,75 5,0 00 Estimated Issuance co sts 16 0,0 00 Total issue $2 9,9 40 ,00 0 COMMENTS Actual interest rates fo r this debt issue will not be determined until just prior to the re ading of the ordinance at the Council meeting on April 2 5, 2017. Pl ease note al l ordi nanc e s w i l l be approved and effecti ve on Fi rst Re adi ng i n accordance wi th Secti on 1201 .02 8, Texas Governme nt Co de. FINANCIAL IMPACT: All debt service payme nts relate d to these bonds will be funded with utility system revenues generated under the City’s rate structure. A rate inc re ase for water and wastewater is anticipated in FY 20 19 . The electric utility will conduct a rate study in FY 201 8. SUBMITTED BY: Leigh Wallace, Finance Director - SP ATTACHMENT S: Description P ro p o s ed Ord inance Page 418 of 509 GTOWN\USRRB\2017: Ordinance ORDINANCE NO. 2017-____ ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE AND REFUNDING BONDS, SERIES 2017; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AN OFFICIAL STATEMENT AND OTHER RELATED DOCUMENTS; CALLING CERTAIN BONDS FOR REDEMPTION AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS Adopted April 25, 2017 Page 419 of 509 GTOWN\USRRB\2017: Ordinance i ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE AND REFUNDING BONDS, SERIES 2017; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AN OFFICIAL STATEMENT AND OTHER RELATED DOCUMENTS; CALLING CERTAIN BONDS FOR REDEMPTION AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS Table of Contents Page Recitals .............................................................................................................................................1 Section 1. DEFINITIONS .........................................................................................................1 Section 2. AMOUNT AND PURPOSE OF THE BONDS. .....................................................1 Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF THE BONDS ............................................................................2 Section 4. INTEREST ...............................................................................................................2 Section 5. CHARACTERISTICS OF THE BONDS. ...............................................................3 (a) Registration, Transfer, and Exchange; Authentication ............................................3 (b) Payment of Bonds and Interest ................................................................................4 (c) In General.................................................................................................................4 (d) Substitute Paying Agent/Registrar ...........................................................................4 (e) Book-Entry-Only System for Bonds ........................................................................4 (f) Successor Securities Depository; Transfers Outside Book-Entry-Only Systems ....................................................................................................................5 (g) Payments to Cede & Co. ..........................................................................................6 (h) DTC Blanket Letter of Representations ...................................................................6 (i) Cancellation of Initial Bond .....................................................................................6 Section 6. FORM OF BOND ....................................................................................................6 Section 7. PLEDGE OF PLEDGED REVENUES. ..................................................................6 Section 8. SPECIAL FUNDS ...................................................................................................7 Section 9. REVENUE FUND ...................................................................................................7 Section 10. FLOW OF FUNDS ..................................................................................................7 Section 11. INTEREST AND SINKING FUND. .......................................................................8 Section 12. RESERVE FUND ....................................................................................................8 Section 13. EXCESS BOND PROCEEDS. ..............................................................................11 Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES ..........................11 Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF INVESTMENT INCOME. ....................................................................................12 Section 16. PAYMENT OF PARITY OBLIGATIONS. ..........................................................12 Section 17. RATES AND CHARGES. ....................................................................................12 Section 18. GENERAL COVENANTS ....................................................................................13 (a) Performance ...........................................................................................................13 (b) City's Legal Authority ............................................................................................13 (c) Title ........................................................................................................................14 (d) Liens .......................................................................................................................14 Page 420 of 509 GTOWN\USRRB\2017: Ordinance ii (e) Operation of System; No Free Service ..................................................................14 (f) Further Encumbrance .............................................................................................14 (g) Sale or Disposal of Property ..................................................................................14 (h) Insurance ................................................................................................................15 (i) Governmental Agencies .........................................................................................16 (j) No Competition ......................................................................................................16 (k) Disaggregation of System ......................................................................................16 Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT ...........................................17 Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS ..................................................................................................17 (a) Covenants ...............................................................................................................17 (b) Rebate Fund ...........................................................................................................19 (c) Proceeds .................................................................................................................19 (d) Allocation Of, and Limitation On, Expenditures for the Project ...........................19 (e) Disposition of Project ............................................................................................19 Section 21. CONTINUING DISCLOSURE UNDERTAKING ...............................................20 (a) Annual Reports ......................................................................................................20 (b) Event Notices .........................................................................................................21 (c) Limitations, Disclaimers, and Amendments ..........................................................22 Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS .................................23 Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY OBLIGATIONS .....................................................................................................25 Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS ...................................24 Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS .......................................25 Section 26. LIMITED OBLIGATIONS OF THE CITY ..........................................................25 Section 27. SECURITY FOR FUNDS .....................................................................................25 Section 28. DEFAULT AND REMEDIES ...............................................................................25 Section 29. DEFEASANCE OF BONDS .................................................................................26 Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS ..................................................................................................................28 (a) Replacement Bonds ...............................................................................................28 (b) Application for Replacement Bonds ......................................................................28 (c) No Default Occurred ..............................................................................................28 (d) Charge for Issuing Replacement Bonds .................................................................28 (e) Authority for Issuing Replacement Bonds .............................................................28 Section 31. AMENDMENT OF ORDINANCE .......................................................................29 Section 32. SALE AND DELIVERY OF BONDS ..................................................................31 Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS ................................................................................................31 Section 34. APPROVAL OF OFFICIAL STATEMENT ........................................................31 Section 35. ADDITIONAL INSURANCE PROVISIONS ......................................................32 Section 36. NOTICE OF REDEMPTION ................................................................................33 Section 37. APPROVAL OF ESCROW AGREEMENT, ESTABLISHMENT OF ESCROW FUNDAND TRANSFER OF FUNDS ..................................................................33 Page 421 of 509 GTOWN\USRRB\2017: Ordinance iii Section 38. NO RECOURSE AGAINST CITY OFFICIALS ..................................................34 Section 39. FURTHER ACTIONS ...........................................................................................34 Section 40. INTERPRETATIONS ...........................................................................................34 Section 41. INCONSISTENT PROVISIONS ..........................................................................34 Section 42. INTERESTED PARTIES ......................................................................................34 Section 43. INCORPORATION OF RECITALS .....................................................................35 Section 44. SEVERABILITY ...................................................................................................35 Section 45. EFFECTIVE DATE ...............................................................................................35 Section 46. PERFECTION .......................................................................................................35 Section 47. PAYMENT OF ATTORNEY GENERAL FEE ....................................................35 Exhibit A Definitions Exhibit B Form of Bond Exhibit C Description of Annual Financial Information Exhibit D Notice of Redemption Exhibit E Escrow Agreement Page 422 of 509 GTOWN\USRRB\2017: Ordinance ORDINANCE NO. 2017- _____ ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE AND REFUNDING BONDS, SERIES 2017; AUTHORIZING THE PLEDGE OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AN OFFICIAL STATEMENT AND OTHER RELATED DOCUMENTS; CALLING CERTAIN BONDS FOR REDEMPTION AND AUTHORIZING OTHER MATTERS RELATED TO THE ISSUANCE OF THE BONDS THE STATE OF TEXAS ' COUNTY OF WILLIAMSON ' CITY OF GEORGETOWN ' WHEREAS, the City of Georgetown, Texas (the "City") has determined to issue revenue bonds for the purpose of financing improvements and extensions to the City's System (hereinafter defined), refunding certain outstanding obligations and paying professional services including legal, fiscal, architectural, engineer and any costs of issuance, and the City Council deems it necessary and desirable to issue such bonds at this time; and WHEREAS, the City duly issued and there is now outstanding the following obligations: City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2008 (the "Series 2008 Bonds") and WHEREAS, the City now desires to refund a portion of the Series 2008 Bonds in the aggregate principal amount of $2,785,000 as described in the notice of redemption attached as Exhibit "D" hereto (collectively, the "Refunded Obligations"); and WHEREAS, the City Council of the City deems it advisable and in the best interest of the City to refund the Refunded Obligations in order to achieve a net present value savings of $____________ and the City further finds that the aggregate amount of payments under the Refunded Obligations exceeds the aggregate amount of payments under the refunding bonds by $_____________; and WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207"), authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources directly with an eligible trust company or commercial bank, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement with an eligible trust company or commercial bank with respect to the safekeeping, investment, reinvestment, administration, and disposition of any such deposit, upon such terms and conditions as the City and such entity may agree, provided that such deposits may be invested and reinvested Page 423 of 509 GTOWN\USRRB\2017: Ordinance 2 in certain eligible securities which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations; and WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by said Chapter 1207; and WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; and WHEREAS, the City deems it appropriate to call for redemption the Refunded Obligations; and WHEREAS, the Bonds (hereinafter defined) authorized by this Ordinance are being issued and delivered pursuant to the City Charter and Chapter 1207 and Chapter 1502, Texas Government Code, as amended, and any other applicable laws; and WHEREAS, it is considered to be in the best interest of the City that the Bonds be issued; and WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; and THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: Section 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to them in Exhibit "A". Section 2. AMOUNT AND PURPOSE OF THE BONDS. (a) The bond or bonds of the City further described in Section 3 of this Ordinance and herein defined as the Bonds are hereby authorized to be issued and delivered in the aggregate principal amount of $___________ FOR THE PURPOSE OF (I) EXTENDING AND IMPROVING THE CITY'S SYSTEM INCLUDING (1) ACQUIRING AND UPGRADING ELECTRIC SYSTEM INFORMATION TECHNOLOGY EQUIPMENT, (2) WATER SYSTEM IMPROVEMENTS TO THE DOMEL PUMP STATION, (3) WASTEWATER SYSTEM IMPROVEMENTS TO THE BERRY CREEK LIFT STATION AND FORCE MAIN IMPROVEMENTS AT THE SAN GABRIEL WASTEWATER TREATMENT PLANT, (II) REFUNDING THE REFUNDED OBLIGATIONS AND (III) PAYING THE COSTS OF ISSUING THE BONDS. (b) Vision Statement. The City Council hereby finds that the enactment of this Ordinance and issuance of the Bonds complies with the Vision Statement of the City. Page 424 of 509 GTOWN\USRRB\2017: Ordinance 3 Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF THE BONDS. Each bond issued pursuant to this Ordinance for the purpose described in Section 2 of this Ordinance shall be designated: "CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE AND REFUNDING BOND, SERIES 2017," and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated May 18, 2017, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial Bond delivered to the Attorney General of the State of Texas which shall be numbered T-1), payable to the respective initial registered owners thereof (as designated in Section 32 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: Year Principal Year Principal 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 2027 2037 Section 4. INTEREST. The Bonds scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in Exhibit "B" to this Ordinance to their respective dates of maturity or redemption prior to maturity in the manner and at the following rates per annum: Year Rate Year Rate 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2024 2034 2025 2035 2026 2036 2027 2037 Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in Exhibit "B" to this Ordinance. Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, and Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York Page 425 of 509 GTOWN\USRRB\2017: Ordinance 4 Mellon Trust Company, National Association in Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar Agreement between the City and the Paying Agent/Registrar, in substantially the form presented to the City Council at the meeting at which this Ordinance was considered, is hereby approved and the Mayor and City Secretary or the Deputy City Secretary of the City are hereby authorized to execute the Paying Agent/Registrar Agreement and approve any changes in the final form thereof. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in EXHBIT "B" to this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless such certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer and exchange. No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing transfer and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the preparation, execution and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Chapter 1201, Texas Government Code, and particularly Subchapter D thereof, the duty of transfer and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the transferred and exchanged Bond shall be valid, incontestable and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts. Page 426 of 509 GTOWN\USRRB\2017: Ordinance 5 (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Bonds of the same Series, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in Exhibit "B" to this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/ Registrar, but on each substitute Bond issued in exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Substitute Paying Agent/Registrar. The City covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution or other entity to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Page 427 of 509 GTOWN\USRRB\2017: Ordinance 6 Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book-Entry-Only System for Bonds. The Bonds issued in exchange for the Bonds initially issued as provided in subsection (i) below shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC"), and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of the Bonds, as shown on the Registration Books, of any notice with respect to the Bonds or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the City to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. Page 428 of 509 GTOWN\USRRB\2017: Ordinance 7 (f) Successor Securities Depository; Transfers Outside Book-Entry-Only Systems. In the event that the City determines to discontinue the use of the Book-Entry-Only System through DTC, or DTC determines to discontinue providing its services with respect to the Bonds, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Whenever a successor securities depository has been appointed pursuant to this paragraph, the terms DTC and DTC Participant as used in this Ordinance shall refer to such successor securities depository and its participants, respectively. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee for DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the City to DTC. (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the purchaser of the Bonds or its designee set forth in Section 32 of this Ordinance, executed by manual or facsimile signature of the Mayor or Mayor Pro-tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such initial purchaser set forth in Section 32 of this Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such initial purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 6. FORM OF BOND. The form of each Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached only to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially in the form set forth in Exhibit "B" hereto, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. Page 429 of 509 GTOWN\USRRB\2017: Ordinance 8 Section 7. PLEDGE OF PLEDGED REVENUES. The City hereby covenants and agrees that the Pledged Revenues are hereby irrevocably pledged to the payment and security of the Parity Obligations including the establishment and maintenance of the special funds created, established and maintained for the payment and security thereof, all as hereinafter provided; and it is hereby ordained that the Parity Obligations, and the interest thereon, shall constitute a lien on and pledge of the Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Pledged Revenues for the payment and security of the Parity Obligations, including the establishment and maintenance of the special funds created, established and maintained for the payment and security thereof, shall be superior to the lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien Obligations hereafter issued by the City. Section 8. SPECIAL FUNDS. The City confirms the establishment and maintenance on the books of the City, so long as any of the Parity Obligations are outstanding and unpaid, of the below limited Special Funds: (a) City of Georgetown, Texas Utility System Revenue Fund, hereinafter called the "Revenue Fund." (b) City of Georgetown, Texas Utility System Revenue Bonds Interest and Sinking Fund, hereinafter called the "Interest and Sinking Fund." Though all of such funds may be subaccounts of the City's General Fund held by the City's depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a commingling of the monies in such Funds or of such Funds and the City shall keep full and complete records indicating the monies and investments credited to each of such Funds. Section 9. REVENUE FUND. The City hereby covenants, agrees and establishes that the Gross Revenues shall be deposited and credited to the Revenue Fund immediately as collected and received. All Maintenance and Operating Expenses are and shall be paid from such Gross Revenues as a first charge against same. Section 10. FLOW OF FUNDS. All Gross Revenues deposited and credited to the Revenue Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: FIRST: to the payment of all necessary and reasonable Maintenance and Operating Expenses as defined herein or required by statute, including, but not limited to, Chapter 1502, Texas Government Code, as amended, to be a first charge on and claim against the Gross Revenues, including a two (2)-month reserve amount based upon the budgeted amount of Maintenance and Operating Expenses for the current Fiscal Year, which amount shall be retained in the Revenue Fund. SECOND: to the payment of the amounts required to be deposited and credited to the Interest and Sinking Fund created and established for the payment of the Bonds, the Page 430 of 509 GTOWN\USRRB\2017: Ordinance 9 Previously Issued Parity Obligations and any Additional Parity Obligations issued by the City as the same become due and payable. THIRD: pro rata to the payment of the amounts required to be deposited and credited (i) to the Reserve Fund created and established to maintain the Required Reserve Amount in accordance with the provisions of this Ordinance, including amounts owed with respect to any Reserve Fund Obligation to restore the Required Reserve Amount and (ii) to each other reserve fund created and established to maintain a reserve in accordance with the provisions of the ordinances relating to the issuance of any Additional Parity Obligations hereafter issued by the City. FOURTH: to the payment of Subordinate Lien Obligations. FIFTH: to the payment of the amounts required for any lawful purpose. Section 11. INTEREST AND SINKING FUND. For purposes of providing funds to pay the principal of, premium, if any, and interest on the Parity Obligations as the same become due and payable, including any mandatory sinking fund redemption payments, the City agrees that it shall maintain the Interest and Sinking Fund. The City covenants to deposit and credit to the Interest and Sinking Fund prior to each principal, interest payment or redemption date from the available Pledged Revenues an amount equal to one hundred percent (100%) of the amount required to fully pay the interest on and the principal of the Parity Obligations then falling due and payable. The City shall make such deposits and credits to pay maturing principal, accrued interest, and mandatory sinking fund redemptions on the Parity Obligations in substantially equal semi- annual installments on or before each February 15 and August 15. The required semi-annual deposits and credits to the Interest and Sinking Fund shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in and credited to the Interest and Sinking Fund and the Reserve Fund (excluding any Reserve Fund Obligation) is equal to the amount required to fully pay and discharge all Outstanding Parity Obligations (principal, premium, if any, and interest) or (ii) the Parity Obligations are no longer outstanding. Accrued interest and capitalized interest, if any, received from the purchaser of any Parity Obligation shall be taken into consideration and reduce the amount of the semi-annual deposits and credits hereinabove required into the Interest and Sinking Fund. Section 12. RESERVE FUND. (a) To accumulate and maintain a reserve for the payment of the Bonds and the Outstanding Parity Obligations equal to the Average Annual Debt Service Requirements of the Bonds and the Outstanding Parity Obligations (calculated by the City at the beginning of each Fiscal Year) (the "Required Reserve Amount"), the Reserve Fund has been established and shall be maintained by the City. Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the Revenue Fund. As provided in Section 10, the City shall deposit Page 431 of 509 GTOWN\USRRB\2017: Ordinance 10 and credit to the Reserve Fund amounts required to maintain the balance in the Reserve Fund in an amount equal to the Required Reserve Amount. There shall be deposited into the Reserve Fund any Reserve Fund Obligations so designated by the City. All funds, investments and Reserve Fund Obligations on deposit and credited to the Reserve Fund shall be used solely for (i) the payment of the principal of and interest on the Bonds and the Outstanding Parity Obligations, when and to the extent other funds available for such purposes are insufficient, (ii) to make Reserve Fund Obligation Payments and (iii) to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds and the Outstanding Parity Obligations. (b) When and for so long as the cash, investments and Reserve Fund Obligations in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount, the City covenants and agrees that the City shall cure the deficiency in the Reserve Fund by resuming the Required Reserve Fund Deposits to such Fund from the Pledged Revenues in accordance with Section 10 by monthly deposits and credits in amounts equal to not less than 1/60th of the Required Reserve Amount with any such deficiency payments being made on or before each February 15 and August 15 until the Required Reserve Amount has been fully restored; provided, however, that no such deposits shall be made into the Reserve Fund during any six month period beginning on February 15 and August 15 until there has been deposited into the Interest and Sinking Fund the full amount required to be deposited therein by the next following February 15 and August 15, as the case may be. In addition, in the event that a portion of the Required Reserve Amount is represented by a Reserve Fund Obligation, the Required Reserve Amount shall be restored as soon as possible from monthly deposits of Pledged Revenues on deposit in the Revenue Fund in accordance with Section 10, but subject to making the full deposits and credits to the Interest and Sinking Fund required to be made by the next following February 15 and August 15, as the case may be. The City further covenants and agrees that, subject only to the prior deposits and credits to be made to the Interest and Sinking Fund, the Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount, including by paying Reserve Fund Obligation Payments when due, and any reserve established for the benefit of any issue or series of Additional Parity Obligations and to cure any deficiency in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to the issuance of Additional Parity Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the obligation to maintain the Required Reserve Amount has been suspended pursuant to subsection (d) below or any cash is replaced with a Reserve Fund Obligation pursuant to subsection (c) below, the City may, at its option, withdraw all surplus funds in the Reserve Fund and deposit such surplus in the Interest and Sinking Fund or otherwise use such amount in any manner permitted by law. (c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required Reserve Amount for the Bonds and the Outstanding Parity Obligations may be used in lieu of depositing cash into the Reserve Fund. In addition, a Reserve Fund Obligation may be substituted for monies and investments in the Reserve Fund if the substitution of the Reserve Fund Obligation will not, in and of itself, cause any ratings then assigned to the Bonds and the Outstanding Parity Obligations by any Rating Agency to be lowered and the ordinance authorizing the substitution of Page 432 of 509 GTOWN\USRRB\2017: Ordinance 11 the Reserve Fund Obligation for all or part of the Required Reserve Amount contains a finding that such substitution is cost effective. (d) Notwithstanding anything to the contrary contained herein, the requirement set forth in subsection (a) above to maintain the Required Reserve Amount in the Reserve Fund shall be suspended for such time as the Net Revenues for each Fiscal Year are equal to at least 1.35 times the Average Annual Debt Service Requirements. In the event that the Net Revenues for any Fiscal Year are less than 1.35 times the Average Annual Debt Service Requirements, the City will be required to commence making Required Reserve Fund Deposits, as provided in subsection (b) above, and to continue such Required Reserve Fund Deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Net Revenues in each of two consecutive years have been equal to not less than 1.35 times the Average Annual Debt Service Requirements. (e) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety bond or insurance policy meeting the requirements described below. (1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the Holders, by a company licensed to issue an insurance policy guaranteeing the timely payment of debt service on the Parity Obligations (a "municipal bond insurer") if the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa", respectively, by S&P or Moody's, or (ii) a surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the Holders, by an entity other than a municipal bond insurer, if the form and substance of such instrument and the issuer thereof shall be approved in writing by each Bond Insurer of record. (2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or draws upon such Reserve Fund Obligation in accordance with its terms, including expenses incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as provided in this Section and in Section 10. The Reserve Fund Obligation shall provide for a revolving feature under which the amount available thereunder will be reinstated to the extent of any reimbursement of draws or claims paid. If the revolving feature is suspended or terminated for any reason, the right of the issuer of the Reserve Fund Obligation to reimbursement will be subordinated to the cash replenishment of the Reserve Fund to an amount equal to the difference between the full original amount available under the Reserve Fund Obligation and the amount then available for further draws or claims. In the event (a) the issuer of a Reserve Fund Obligation becomes insolvent, or (b) the issuer of a Reserve Fund Obligation defaults in its payment obligations thereunder, or (c) the claims paying ability of the issuer of the insurance policy or surety bond falls below "AAA" or "Aaa," by S&P and Moody's, respectively, the obligation to reimburse the issuer of the Reserve Fund Obligation shall be subordinated to the cash replenishment of the Reserve Fund. Page 433 of 509 GTOWN\USRRB\2017: Ordinance 12 (3) In the event (a) the revolving reinstatement feature described in the preceding paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the issuer of the surety bond or insurance policy falls below "AAA" or "Aaa," by S&P and Moody's, respectively, the City shall either (i) deposit into the Reserve Fund, in accordance with this Section and Section 10, an amount sufficient to cause the cash or investments credited to the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2 above, within six months of such occurrence. In the event (a) the rating of the claims- paying ability of the issuer of the surety bond or insurance policy falls below "A" by S&P and Moody's, or (b) the issuer of the Reserve Fund Obligation defaults in its payment obligations hereunder, or (c) the issuer of the Reserve Fund Obligation becomes insolvent, the City shall either (i) deposit into the Reserve Fund, in accordance with this Section, amounts sufficient to cause the cash or investments on deposit in the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2 above within six months of such occurrence. (4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund Obligation in accordance with its terms not later than three days (or such appropriate time period as will, when combined with the timing of required payment under the Reserve Fund Obligation, ensure payment under the Reserve Fund Obligation on or before the interest payment date) prior to each date upon which the principal of or interest on the Parity Obligations will be due. It is recognized that a Reserve Fund Obligation may be issued which is payable only with respect to a part of the Bonds and the Outstanding Parity Obligations with the remainder of the Required Reserve Amount being satisfied by monies and investments and in that case any draws upon the Reserve Fund will have to be made on a pro-rata basis to ensure that every Parity Obligation enjoys an equal amount of security. Therefore, (i) draws upon one or more such Reserve Fund Obligations shall be made on a pro-rata basis with cash and investments available in the Reserve Fund and (ii) deposits and credits to the Reserve Fund to restore it to the Required Reserve Amount shall be utilized on a pro-rata basis to pay Reserve Fund Obligation Payments to reimburse the issuers of the Reserve Fund Obligations, thus restoring that part of the Required Reserve Amount, and to restore with cash and investments the balance of the Required Reserve Amount. Section 13. EXCESS BOND PROCEEDS. Any proceeds of Parity Obligations not required to effectuate the purposes for which such Parity Obligations were issued, as provided in the respective ordinances authorizing the issuance of such Parity Obligations, or for the payment of the costs of issuance of such Parity Obligations shall be deposited and credited to the Interest and Sinking Fund and shall be taken into consideration and shall reduce the amount of semi-annual deposits and credits to the Interest and Sinking Fund from the Pledged Revenues or used to redeem or purchase the Parity Obligations from which such excess proceeds are related. Page 434 of 509 GTOWN\USRRB\2017: Ordinance 13 Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES. (a) If on any occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining to all Parity Obligations) to make the required deposits and credits to the Interest and Sinking Fund and the Reserve Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Pledged Revenues, or from any other sources available for such purpose, and such deposits and credits shall be in addition to the amounts otherwise required to be deposited and credited to these Funds. (b) Subject to making the deposits and credits required by this Ordinance, or any ordinances authorizing the issuance of Additional Parity Obligations, or the payments and credits required by the provisions of the ordinances authorizing the issuance of Subordinate Lien Obligations hereafter issued by the City, the excess Net Revenues may be used for any lawful purpose. Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF INVESTMENT INCOME. (a) Money in the Revenue Fund, the Interest and Sinking Fund and the Reserve Fund may, at the option of the City, be invested in Permitted Investments; provided that all such deposits and investments shall be made in such manner that the money required to be expended from any fund will be available at the proper time or times. All such investments shall be valued in terms of current market value no less frequently than the last business day of the City's Fiscal Year, except that any direct obligations of the United States of America - State and Local Government Series shall be continuously valued at their par value or principal face amount. Any obligation in which money is so invested shall be kept and held at the Depository, except as otherwise permitted by the laws applicable to the City. For purposes of maximizing investment returns, money in such funds may be invested, together with money in other funds or with other money of the City, in common investments of the kind described above, or in a common pool of such investments held by the City or its designated agent, which shall not be deemed to be or constitute a commingling of such money or funds provided that safekeeping receipts or certificates of participation clearly evidencing the investment or investment pool in which such money is invested and the share thereof purchased with such money or owned by such fund are held by or on behalf of each such fund. If necessary, such investments shall be promptly sold to prevent any default. (b) All interest and income derived from such investments (other than interest and income derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain the Required Reserve Amount) shall be credited to the Revenue Fund semi-annually and shall constitute Gross Revenues. Section 16. PAYMENT OF PARITY OBLIGATIONS. While any of the Parity Obligations are outstanding, the City shall transfer to the respective paying agent/registrar therefor, from funds on deposit in and credited to the Interest and Sinking Fund, and, if necessary, in the Reserve Fund, amounts sufficient to fully pay and discharge promptly the interest on and principal of the Parity Obligations as shall become due on each interest or principal payment date, or date of redemption of the Parity Obligations; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with each respective paying agent/registrar Page 435 of 509 GTOWN\USRRB\2017: Ordinance 14 for the Parity Obligations not later than the business day next preceding the date such payment is due on the Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligations and furnish the City with an appropriate certificate of cancellation or destruction. Section 17. RATES AND CHARGES. For the benefit of the Holders of the Parity Obligations and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Parity Obligations are outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year reasonably anticipated to be sufficient: A. to pay Maintenance and Operating Expenses; B. to produce Pledged Revenues at least equal to the greater of 1.25 times the Average Annual Debt Service Requirements or 1.10 times the Maximum Annual Debt Service Requirements; C. to produce Pledged Revenues in amounts sufficient to enable the City to make the deposits and credits, if any, from Pledged Revenues (i) to the Reserve Fund to restore the Required Reserve Amount in accordance with Section 12 of this Ordinance, including the payment of any Reserve Fund Obligation Payment then due, and (ii) to other reserve funds to establish or restore the reserve securing any issue or series of Additional Parity Obligations; D. to produce Pledged Revenues, together with any other lawfully available funds (including the proceeds of Debt which the City expects will be utilized to pay all or part of the principal of and/or interest on any obligations described in this subsection D), sufficient to pay the principal of and interest on any Subordinate Lien Obligations issued by the City and the amounts required to be deposited in any reserve or contingency fund created for the payment and security of the Subordinate Lien Obligations and any other obligations or evidences of indebtedness issued or incurred that are payable from, in whole or in part, a subordinate lien on and pledge of the Pledged Revenues; and E. to pay any other Debt payable from the Pledged Revenues and/or secured by a lien on the Pledged Revenues. Should the annual audit report required by Section 19 hereof reflect that the Pledged Revenues for the Fiscal Year covered thereby were less than necessary to meet the requirements of this Section, the City Council will review the operations of the System and the rates and charges for services provided, and the City Council will make the necessary adjustments or revisions, if any, in order that the Pledged Revenues for the succeeding year will be sufficient to satisfy the foregoing coverage requirements. Section 18. GENERAL COVENANTS. The City further covenants and agrees that in accordance with and to the extent required or permitted by law: Page 436 of 509 GTOWN\USRRB\2017: Ordinance 15 (a) Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in any ordinance authorizing the issuance of Parity Obligations, including this Ordinance, and in each and every Parity Obligation; it will promptly pay or cause to be paid the principal of and interest on every Parity Obligation on the dates and in the places and manner prescribed in such ordinances and obligations; and it will, at the times and in the manner prescribed, deposit and credit or cause to be deposited and credited the amounts required to be deposited and credited to the Interest and Sinking Fund and the Reserve Fund. (b) City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds; that all action on its part for the creation and issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the Holders thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. (c) Title. It has or will obtain lawful title to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the Holders of the Bonds, the Previously Issued Parity Obligations and Additional Parity Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the payment of the Bonds, the Previously Issued Parity Obligations and Additional Parity Obligations in the manner prescribed herein, and has lawfully exercised such rights. (d) Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided, however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. (e) Operation of System; No Free Service. It will, while the Parity Obligations are outstanding and unpaid, continuously and efficiently operate the System, and shall maintain the System in good condition, repair and working order, all at reasonable cost. No free service of the System shall be allowed, and should the City or any of its agencies or instrumentalities make use of the services and facilities of the System, payment of the reasonable value shall be made by the City out of funds from sources other than the Gross Revenues of the System, unless made from surplus or excess Pledged Revenues as permitted in Section 14. Page 437 of 509 GTOWN\USRRB\2017: Ordinance 16 (f) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Ordinance in connection with Additional Parity Obligations, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but the right of the City to issue or incur obligations payable from a subordinate lien on the Pledged Revenues is specifically recognized and retained. (g) Sale or Disposal of Property. While the Parity Obligations are outstanding and unpaid, it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise dispose of the System, or any significant or substantial part thereof; provided that whenever the City deems it necessary to dispose of any other property, machinery, fixtures or equipment, it may sell or otherwise dispose of such property, machinery, fixtures or equipment when it has made arrangements to replace the same or provide substitutes therefor, unless it is determined that no such replacement or substitute is necessary; and, provided further, that the City retains the right to sell, convey, mortgage, encumber, lease or otherwise dispose of any significant or substantial part of the System if (i) the City Manager delivers a certificate to the City Council to the effect that, following such action by the City, the System is expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity Obligations are to be outstanding to comply with the obligations of the City contained in this Ordinance and in the ordinances authorizing the issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect that such sale, conveyance, mortgage, encumbrance, lease or other disposition will not cause the Rating Agency to withdraw or lower the rating then in effect. Proceeds from any sale hereunder not used to replace or provide for substitution of such property sold, shall be used for improvements to the System or to purchase or redeem Parity Obligations. (h) Insurance. (1) It shall cause to be insured such parts of the System as would usually be insured by municipal corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by municipal corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney of the City gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the Holders and their representatives at all reasonable times. Upon the happening of any loss or damage covered by insurance from one or more of said causes, the City shall make due proof of loss and shall do all things necessary or desirable to cause the insuring companies to make payment in full directly to the City. The proceeds of insurance covering such property are hereby pledged as security for the Parity Obligations and, together with any other funds necessary and available for such purpose, shall be used forthwith by the City for repairing the property damaged or replacing the property destroyed; provided, however, that if said insurance proceeds and other funds are insufficient for Page 438 of 509 GTOWN\USRRB\2017: Ordinance 17 such purpose, then said insurance proceeds pertaining to the System shall be used promptly as follows: (i) for the redemption prior to maturity of the Parity Obligations, ratably in the proportion that the Outstanding principal of each series of Parity Obligations bears to the total Outstanding principal of all Parity Obligations, provided that if on any such occasion the principal of any such series is not subject to redemption, it shall not be regarded as Outstanding in making the foregoing computation; or (ii) if none of the Outstanding Parity Obligations is subject to redemption, then for the purchase on the open market and retirement of said Parity Obligations in the same proportion as prescribed in the foregoing clause (i), to the extent practicable; provided that the purchase price for any Parity Obligation shall not exceed the redemption price of such Parity Obligation on the first date upon which it becomes subject to redemption; or (iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special and separate trust fund, at an official depository of the City, to be designated the Insurance Account. The Insurance Account shall be held until such time as the foregoing clauses (i) and/or (ii) can be complied with, or until other funds become available which, together with the Insurance Account, will be sufficient to make the repairs or replacements originally required, whichever of said events occurs first. (2) The foregoing provisions of (1) above notwithstanding, the City shall have authority to enter into coinsurance or similar plans where risk of loss is shared in whole or in part by the City. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. (4) The payment of premiums for all insurance policies required under the provisions hereof and the costs associated with the maintenance of any self-insurance program shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System, but nothing herein shall be construed as preventing the City from doing so. (i) Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable Page 439 of 509 GTOWN\USRRB\2017: Ordinance 18 to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. (j) No Competition. It will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System's facilities and, to the extent that it legally may, the City will prohibit any such competing facilities. Notwithstanding the foregoing, the City retains the right, however, to "opt in" to electric competition in accordance with State law if "opting in" will not materially adversely impact the Net Revenues of the System as evidenced by a certification of the City Manager. (k) Disaggregation of System. The City retains the right to disaggregate the System into one or more independent resulting systems if (i) the City Manager delivers a certificate to the City Council to the effect that, following such action by the City, the remaining System is expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity Obligations are to be outstanding to comply with the obligations of the City contained in this Ordinance and in the ordinances authorizing the Previously Issued Parity Obligations and the issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect that such disaggregation will not cause the Rating Agency to withdraw or lower the rating then in effect on the Outstanding Parity Obligations. Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT. The City covenants and agrees that so long as any of the Parity Obligations remain Outstanding, the City will keep and maintain a separate and complete system of records and accounts pertaining to the operations of the System in which full, complete, true, proper, and correct entries shall be made of all dealings, transactions, business and affairs relating thereto, or which in any way affect or pertain to the System or the Gross Revenues or the Net Revenues thereof, as provided by generally accepted accounting principles, consistently applied, and by Sections 1502.067 and 1502.068, Texas Government Code, as amended, or other applicable law. The Holders of the Parity Obligations or any duly authorized agent or agents of such Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, the City will cause an audit report of such records and accounts to be made by an Accountant. Copies of each annual audit shall be made available for public inspection during normal business hours at the City's principal office and the City Secretary's office and may be furnished to, upon written request, any Holder upon payment of the reasonable copying and mailing charges. Expenses incurred in making the annual audit of the operations of the System shall be considered as Maintenance and Operating Expenses. Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: Page 440 of 509 GTOWN\USRRB\2017: Ordinance 19 (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the Refunded Obligations or the projects financed or refinanced therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less for current refundings and 30 days or less for advance refundings until such proceeds are needed for the purpose for which the Bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section l.148-1(b) of the Treasury Regulations, and Page 441 of 509 GTOWN\USRRB\2017: Ordinance 20 (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager, the Assistant City Manager or Director of Finance to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the new Page 442 of 509 GTOWN\USRRB\2017: Ordinance 21 money purposes described in Section 2 of this Ordinance (the "Project") on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally- recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the projects financed or refinanced with the proceeds of the Bonds or the Refunded Obligations will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the portion of the property comprising personal property and disposed of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 21. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2017, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 34 of this Ordinance, being information of the type described in Exhibit "C" hereto, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "C" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and in substantially the form included in the Official Statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice of the change (and of the date of the Page 443 of 509 GTOWN\USRRB\2017: Ordinance 22 new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. (b) Event Notices. The City shall file notice of any of the following events with respect to the Bonds with the MSRB in a timely manner and not more than 10 business days after the occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed Page 444 of 509 GTOWN\USRRB\2017: Ordinance 23 jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers of the City in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. (c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City makes no representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change Page 445 of 509 GTOWN\USRRB\2017: Ordinance 24 in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such provisions as so amended and (ii) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this subsection (a) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. (d) Format, Identifying Information, and Incorporation by Reference. All financial information, operating data, financial statements, and notices required by this Section to be provided to the MSRB shall be provided in an electronic format and be accompanied by identifying information prescribed by the MSRB. Financial information and operating data to be provided pursuant to subsection (a) of this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public on the MSRB’s Internet Web site or filed with the SEC. Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The City shall have the right and power at any time and from time to time and in one or more series or issues, to authorize, issue and deliver additional parity revenue bonds or other obligations (herein called "Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of extending, improving or repairing the System or for the purpose of refunding of any Parity Obligations, Subordinate Lien Obligations or other obligations of the City incurred in connection with the ownership or operation of the System. Such Additional Parity Obligations, if and when authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made payable equally and ratably on a parity with all other Outstanding Parity Obligations, from the lien on and pledge of the Pledged Revenues herein granted. (b) The Interest and Sinking Fund shall secure and be used to pay all Parity Obligations. Each ordinance under which Additional Parity Obligations are issued shall provide and require that, in addition to the amounts required by the provisions of this Ordinance and the provisions of any other ordinance or ordinances authorizing the Previously Issued Parity Obligations and Page 446 of 509 GTOWN\USRRB\2017: Ordinance 25 Additional Parity Obligations to be deposited to the credit of the Interest and Sinking Fund, the City shall deposit to the credit of the Interest and Sinking Fund at least such amounts as are required for the payment of all principal of and interest on said Additional Parity Obligations then being issued, as the same come due. (c) The City may create and establish a reserve fund pursuant to the provisions of any ordinance authorizing the issuance of Additional Parity Obligations for the purpose of securing that particular issue or series of Parity Obligations or any specific group of issues or series of Parity Obligations and the amounts once deposited or credited to said reserve funds shall no longer constitute Net Revenues and shall be held solely for the benefit of the Holders of the particular Parity Obligations for which such reserve fund was established. Each such reserve fund shall be designated in such manner as is necessary to identify the Parity Obligations it secures and to distinguish such reserve fund from the Reserve Fund and the reserve funds created for the benefit of other Parity Obligations. Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY OBLIGATIONS. That Additional Parity Obligations shall be issued only in accordance with this Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment, Series or issue of Additional Parity Obligations shall be issued or delivered unless: (a) The City Manager and the City Secretary of the City sign a written certificate to the effect that the City is not in default as to any covenant, condition or obligation in connection with all Outstanding Parity Obligations, and the ordinances authorizing same, and that the Interest and Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity Obligations each contains the amount then required to be therein. (b) An Accountant signs and delivers to the City a written certificate to the effect that, during either the next preceding Fiscal Year, or any twelve consecutive calendar month period ending not more than ninety days prior to the date of the then proposed Additional Parity Obligations, the Net Earnings were, in the opinion thereof, at least equal to the sum of 1.25 times the Average Annual Debt Service Requirements (computed on a Fiscal Year basis), including Amortization Installments, of the Parity Obligations and the Additional Parity Obligations to be outstanding after the issuance of the then proposed Additional Parity Obligations and 1.10 times the average annual debt service requirement (computed in the same manner as for Parity Obligations) of the Subordinate Lien Obligations to be outstanding after the issuance of the then proposed Additional Parity Obligations. (c) In making a determination of Net Earnings for any of the purposes described in this Section, the Accountant may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying the Net Earnings tests described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by said Accountant's certification or opinion based on such change in rates and charges being in effect for the entire period covered by said Accountant's certificate or opinion. Page 447 of 509 GTOWN\USRRB\2017: Ordinance 26 As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the System after deducting the Maintenance and Operating Expenses of the System but not expenditures which, under standard accounting practice, should be charged to capital expenditures. Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City hereby reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien Obligations, payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues, subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues securing the payment of the Parity Obligations, as may be authorized by the laws of the State of Texas. Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain, and hereby reserves unto itself, the right to issue Special Project obligations secured by liens on and pledges of revenues and proceeds derived from Special Projects. Section 26. LIMITED OBLIGATIONS OF THE CITY. The Parity Obligations are limited, special obligations of the City payable from and equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the right to demand payment of the principal or interest on the Parity Obligations from any funds raised or to be raised through taxation by the City. Section 27. SECURITY FOR FUNDS. All money on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. Section 28. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. Page 448 of 509 GTOWN\USRRB\2017: Ordinance 27 (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 29. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such Page 449 of 509 GTOWN\USRRB\2017: Ordinance 28 notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the Pledged Revenues as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Bond and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bonds and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Bond affected thereby. Page 450 of 509 GTOWN\USRRB\2017: Ordinance 29 (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter D of Chapter 1201, Texas Government Code, this Section of this Ordinance shall constitute authority Page 451 of 509 GTOWN\USRRB\2017: Ordinance 30 for the issuance of any such replacement bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Bonds issued in exchange for other Bonds. Section 31. AMENDMENT OF ORDINANCE. (a) The Bond Insurer, if any, and the holders of the Parity Obligations aggregating a majority in principal amount of the aggregate principal amount of then Outstanding Parity Obligations shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the City, provided, however, that without the consent of the Bond Insurer and the holders of all of the effected Parity Obligations at the time outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Parity Obligations so as to: (1) Make any change in the maturity of the Outstanding Parity Obligations; (2) Reduce the rate of interest borne by any of the Outstanding Parity Obligations; (3) Reduce the amount of the principal payable on the Outstanding Parity Obligations; (4) Modify the terms of payment of principal of or interest on the Outstanding Parity Obligations or impose any conditions with respect to such payment; (5) Affect the rights of the holders of less than all of the Parity Obligations then Outstanding; (6) Change the minimum percentage of the principal amount of Parity Obligations necessary for consent to such amendment. (b) If at any time the City shall desire to amend this Ordinance under this Section, the City shall cause notice of the proposed amendment to be delivered to the Bond Insurer and published in a financial newspaper or journal of general circulation in The City of New York, New York, once during each calendar week for at least two successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file for inspection by all registered owners of Parity Obligations at the designated trust office of the registrar for the Parity Obligations. Such publication is not required, however, if notice in writing is given to each registered owner of the Parity Obligations. (c) Whenever at any time not less than thirty days, and within one year, from the date of the first publication of said notice or other service of written notice the City shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all Parity Obligations then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Page 452 of 509 GTOWN\USRRB\2017: Ordinance 31 Agent/Registrar, the City Council may pass the amendatory ordinance in substantially the same form. (d) Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the holders of then outstanding Parity Obligations shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amendments. (e) Any consent given by the registered owner of a Parity Obligation pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Parity Obligation during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the holder who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent and the City, but such revocation shall not be effective if the registered owners of at least a majority in aggregate principal amount of the then outstanding Parity Obligations as in this Section defined have, prior to the attempted revocation, consented to and approve the amendment. (f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in registered form without coupons and the amounts and numbers of such Parity Obligations and the date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar. For purposes of this Section, the holder of a Parity Obligation in such registered form shall be the owner thereof as shown on such Registration Books. The City may conclusively assume that such ownership continues until written notice to the contrary is served upon the City. (g) The foregoing provisions of this Section notwithstanding, the City by action of the City Council may amend this Ordinance for any one or more of the following purposes: (1) To add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred upon the City; (2) To make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the holders of the Parity Obligations; (3) To make any changes or amendments requested by any Rating Agency, as a condition to the issuance or maintenance of a rating, which changes or amendments do not, in the judgment of the City, materially adversely affect the interests of the owners of the outstanding Parity Obligations; Page 453 of 509 GTOWN\USRRB\2017: Ordinance 32 (4) To make such changes, modifications or amendments as may be necessary or desirable, which shall not adversely affect the interests of the owners of the outstanding Parity Obligations, in order, to the extent permitted by law, to facilitate the economic and practical utilization of credit agreements with respect to the Parity Obligations including, without limitation, supplementing the definition of "Annual Debt Service Requirements" to address the amortization of payments due and owing under a credit agreement; (5) To modify any of the provisions of this Ordinance in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Parity Obligations outstanding at the date of the adoption of such modification shall cease to be outstanding, and (ii) such modification shall be specifically referred to in the text of all Additional Parity Obligations issued after the date of the adoption of such modification. Notice of any such amendment may be published or given by the City in the manner described in subsection (b) of this Section; provided, however, that the publication of such notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and the failure to publish such notice shall not adversely affect the implementation of such amendment as adopted pursuant to such amendatory ordinance. Section 32. SALE AND DELIVERY OF BONDS. The Bonds are hereby awarded and sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to ________________ (the APurchaser@) at a price of $________ representing the par amount of the Bonds of $__________ plus a net initial reoffering premium of $_________ and less an underwriting discount of $________. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable and are in the best interest of the City. The Bonds shall initially be registered in the name of the Purchaser. Pursuant to Sections 1201.029 and 1201.042, Texas Government Code, the $__________ of net reoffering premium generated by the sale of the Bonds is allocated to be used as follows: (i) $___________ for the Purchaser's discount, (ii) $_______ for costs of issuance of the Bonds, (iii) $___________ to be deposited to the Escrow Fund to refund the Refunded Obligations, (iv) $__________, representing the rounding amount, to be deposited to the Interest and Sinking Fund and (v) $______________ to be used to pay the costs of the new money projects being financed by the Bonds described in Section 2. Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel (with an appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary or the Deputy Page 454 of 509 GTOWN\USRRB\2017: Ordinance 33 City Secretary of the City), a statement regarding any insurance policy and the assigned CUSIP numbers may, at the option of the City, be printed on or attached to the Bonds issued and delivered under this Ordinance, but such additions or attachments shall not have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. Section 34. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated April __, 2017, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Section 35. ADDITIONAL INSURANCE PROVISIONS. Bond Counsel is authorized to insert any necessary provisions required by the bond insurer and agreed to by the City and the City Attorney. Section 36. NOTICE OF REDEMPTION. Attached to this Ordinance, as Exhibit "D", and made a part hereof for all purposes, is a copy of the notice of deposit and prior redemption for the Refunded Obligations in substantially final form and such Refunded Obligations described in said notice of prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the dates, places, and at the prices set forth therein. The Mayor, the City Manager, the Assistant City Manager and the Director of Finance are each hereby authorized to amend, complete or modify such notice as necessary to call the Refunded Obligations for redemption. The Refunded Obligations described in Exhibit "D" hereto are so called for redemption, and the paying agent for the Refunded Obligations is hereby directed to make appropriate arrangements so that such Refunded Obligations may be redeemed on their respective redemption date(s), as applicable. A copy of such notice of redemption shall be delivered to the paying agent so mentioned in the notice. Section 37. APPROVAL OF ESCROW AGREEMENT, ESTABLISHMENT OF ESCROW FUND AND TRANSFER OF FUNDS. The Mayor or Mayor Pro-tem of the City is hereby authorized and directed to execute and deliver and the City Secretary of the City is hereby authorized and directed to attest the Escrow Agreement, dated May 18, 2017, in substantially the form attached hereto as Exhibit "E" (the "Escrow Agreement"). A portion of the proceeds of the Bonds, together with a cash contribution from lawfully available funds, if any, in an amount necessary to refund the Refunded Obligations shall be deposited in the Escrow Fund created and governed by the terms of the Escrow Agreement. In addition, the Mayor, the City Manager, the Assistant City Manager and the Director of Finance are each hereby authorized to execute such subscriptions or other documentation for the purchase of securities and to authorize the transfer of such funds of the City, as may be necessary for the Escrow Fund. Page 455 of 509 GTOWN\USRRB\2017: Ordinance 34 Section 38. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on any Parity Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Parity Bonds. Section 39. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, any insurance commitment letter or insurance policy and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, the City Manager or Assistant City Manager, the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy requirements of the Bond Insurer, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 40. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and pledge of the Pledged Revenues to secure the payment of the Bonds. Section 41. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 42. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. Page 456 of 509 GTOWN\USRRB\2017: Ordinance 35 Section 43. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Section 44. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 45. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 46. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of revenues granted by the City under Section 7 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of revenues granted by the City under Section 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 47. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. Page 457 of 509 GTOWN\USRRB\2017: Ordinance URB Ordinance Sig Pg IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 25th day of April, 2017. THE CITY OF GEORGETOWN: Dale Ross, Mayor City of Georgetown, Texas ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney Page 458 of 509 GTOWN\USRRB\2017: Ordinance A-1 EXHIBIT A As used in this Ordinance, the following terms and expressions shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: "Accountant" means an independent certified public accountant or accountants or a firm of an independent certified public accountants, in either case, with demonstrated expertise and competence in public accountancy. "Additional Parity Obligations" means bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt which the City reserves the right to issue or enter into, as the case may be, in the future under the terms and conditions provided in Sections 22 and 23 of this Ordinance and which obligations are equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues on a parity with the outstanding Parity Obligations and the Bonds. "Amortization Installment" means, with respect to any Term Bonds of any series of Parity Obligations, the amount of money which is required to be deposited into a mandatory redemption account for retirement of such Term Bonds (whether at maturity or by mandatory redemption and including redemption premium, if any) provided that the total Amortization Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such Term Bonds. "Annual Debt Service Requirements" means, as of the date of calculation, the principal of and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could come due on demand of the owner thereof other than by acceleration or other demand conditioned upon default by the City on such Debt, or be payable in respect of any required purchase of such Debt by the City) in such Fiscal Year, and, for such purposes, any one or more of the following rules shall apply at the election of the City: (1) Balloon Debt. If the principal (including the accretion of interest resulting from original issue discount or compounding of interest) of any series or issue of Funded Debt due (or payable in respect of any required purchase of such Funded Debt by the City) in any Fiscal Year either is equal to at least 25% of the total principal (including the accretion of interest resulting from original issue discount or compounding of interest) of such Funded Debt or exceeds by more than 50% the greatest amount of principal of such series or issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal due in such Fiscal Year for such series or issue of Funded Debt being referred to herein and throughout this Ordinance as "Balloon Debt"), the amount of principal of such Balloon Debt taken into account during any Fiscal Year shall be equal to the debt service calculated using the original principal amount of such Balloon Debt amortized over the Term of Issue on a level debt service basis at an assumed interest rate equal to the rate borne by such Balloon Debt on the date of calculation; (2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial Officer shall deliver to the City a certificate providing for the retirement of (and the Page 459 of 509 GTOWN\USRRB\2017: Ordinance A-2 instrument creating such Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed schedule stated in such certificate ending on or before the Fiscal Year in which such principal (and premium, if any) is due, then the principal of (and, in the case of retirement, or to the extent provided for by the sinking fund accumulation, the premium, if any, and interest and other debt service charges on) such Balloon Debt shall be computed as if the same were due in accordance with such schedule, provided that this clause (2) shall apply only to Balloon Debt for which the installments previously scheduled have been paid or deposited to the sinking fund established with respect to such Debt on or before the times required by such schedule; and provided further that this clause (2) shall not apply where the City has elected to apply the rule set forth in clause (1) above; (3) Prepaid Debt. Principal of and interest on Bonds and Additional Parity Obligations, or portions thereof, shall not be included in the computation of the Annual Debt Service Requirements for any Fiscal Year for which such principal or interest are payable from funds on deposit or set aside in trust for the payment thereof at the time of such calculations (including without limitation capitalized interest and accrued interest so deposited or set aside in trust) with a financial institution acting as fiduciary with respect to the payment of such Debt; and (4) Variable Rate. As to any Parity Obligations that bear interest at a variable interest rate which cannot be ascertained at the time of calculation of the Annual Debt Service Requirement then, at the option of the City, either (A) an interest rate equal to the average rate borne by such Parity Obligations (or by comparable debt in the event that such Parity Obligations has not been outstanding during the preceding 24 months) for any 24 month period ending within 30 days prior to the date of calculation, or (B) an interest rate equal to the 30-year Revenue Bond Index (as most recently published in The Bond Buyer), shall be presumed to apply for all future dates, unless such index is no longer published in The Bond Buyer, in which case an index of revenue bonds with maturities of at least 20 years which is published in a financial newspaper or journal with national circulation may be used for this purpose (if two Series of Parity Obligations which bear interest at variable interest rate, or one or more maturities within a Series, of equal par amounts, are issued simultaneously with inverse floating interest rates providing a composite fixed interest rate for such Parity Obligations taken as a whole, such composite fixed rate shall be used in determining the Annual Debt Service Requirement with respect to such Parity Obligations); With respect to any calculation of historic data, only those payments actually made in the subject period shall be taken into account in making such calculation and, with respect to prospective calculations, only those payments reasonably expected to be made in the subject period shall be taken into account in making the calculation. "Average Annual Debt Service Requirements" means that average amount which, at the time of computation, will be required to pay the Annual Debt Service Requirements when due Page 460 of 509 GTOWN\USRRB\2017: Ordinance A-3 (either at Stated Maturity or mandatory redemption) and derived by dividing the total of such Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making such computation. "Bond Insurer" means any entity that insures or guarantees the payment of principal and interest on any Bonds or the provider of a Reserve Fund Obligation. "Bonds" means, the City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2017 authorized by this Ordinance. "Book-Entry-Only System" means the book-entry system of bond registration provided in Section 5, or any successor system of book-entry registration. "Cede & Co." means the designated nominee and its successors and assigns of The Depository Trust Company, New York. "City" means the City of Georgetown, Texas, and where appropriate, the City Council. "City Council" means the governing body of the City. "Debt" and "Debt of the City payable from Pledged Revenues" mean: (1) all indebtedness payable from Pledged Revenues and/or Net Revenues incurred or assumed by the City for borrowed money and all other financing obligations of the System payable from Pledged Revenues and/or Net Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Pledged Revenues and/or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the Page 461 of 509 GTOWN\USRRB\2017: Ordinance A-4 necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. "Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or obligations under applicable State law that may be used to defease obligations such as the Bonds. "Depository" means one or more official depository banks of the City. "DTC" means The Depository Trust Company, New York, New York and its successors and assigns. "DTC Participant" means securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Designated Financial Officer" means the chief financial officer of the City, or such other financial or accounting official of the City so designated by the City Council. "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. "Fiscal Year" means the twelve-month accounting period used by the City in connection with the operation of the System, currently ending on September 30 of each year, which may be any twelve consecutive month period established by the City, but in no event may the Fiscal Year be changed more than one time in any three calendar year period. Page 462 of 509 GTOWN\USRRB\2017: Ordinance A-5 "Funded Debt" means all Parity Obligations created or assumed by the City that mature by their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at the option of the City to a date, more than one year after the original creation or assumption of such Debt by the City. "Gross Revenues" and "Gross Revenues of the City's System" mean all revenues, income and receipts of every nature derived or received by the City from the operation and ownership of the System; including the interest income from investment or deposit of money in any Fund created by this Ordinance or maintained by the City in connection with the System; and any other revenues hereafter pledged to the payment of all Parity Obligations. "Holder" or "Holders" means the registered owner, whose name appears in the Security Register, for any Parity Obligation. "Independent Engineer" means an individual, firm or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to electric, water, wastewater, reuse water and/or stormwater drainage systems similar to the System. "Interest and Sinking Fund" means the special Fund maintained by the provisions of Sections 8 and 11 of this Ordinance. "Maintenance and Operating Expenses" means the reasonable and necessary expenses of operation and maintenance of the System as required by Section 1502.058, Texas Government Code, as amended, including all salaries, labor, materials, repairs and extensions necessary to render efficient service (but only such repairs and extensions as, in the judgment of the governing body of the City, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or conditions which would otherwise impair the Parity Obligations), and all payments under contracts now or hereafter defined as operating expenses by the Legislature of Texas. Depreciation shall never be considered as a Maintenance and Operating Expense. The definition includes a two- month reserve amount, as provided under Section 10 of this Ordinance. "Maturity" means, when used with respect to any Debt, the date on which the principal of such Debt or any installment thereof becomes due and payable as therein provided, whether at the Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise. "Maximum Annual Debt Service Requirements" means the greatest requirements of Annual Debt Service Requirements (taking into account all mandatory principal redemption requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for the particular obligations for which such calculation is made. Capitalized interest payments provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making such computation. "MSRB" means the Municipal Securities Rulemaking Board. Page 463 of 509 GTOWN\USRRB\2017: Ordinance A-6 "Net Revenues" and "Net Revenues of the City's System" mean all Gross Revenues remaining after deducting the Maintenance and Operating Expenses. "Ordinance" means this ordinance finally adopted by the City Council on April 25, 2017. "Outstanding", when used with respect to Parity Obligations, means, as of the date of determination, all Parity Obligations theretofore delivered under this Ordinance and any ordinance authorizing Additional Parity Obligations, except: (1) Parity Obligations theretofore cancelled and delivered to the City or delivered to the Paying Agent/Registrar for cancellation; (2) Parity Obligations deemed paid pursuant to the provisions of Section 29 of this Ordinance or any comparable section of any ordinance authorizing Additional Parity Obligations; (3) Parity Obligations upon transfer of or in exchange for and in lieu of which other Parity Obligations have been authenticated and delivered pursuant to this Ordinance and any ordinance authorizing Additional Parity Obligations; and (4) Parity Obligations under which the obligations of the City have been released, discharged or extinguished in accordance with the terms thereof. "Paying Agent/Registrar" shall have the meaning set forth in Section 5(a) hereof. "Parity Obligations" means the Bonds, the Previously Issued Parity Obligations and any Additional Parity Obligations hereafter issued by the City or obligations issued to refund any of the foregoing (as determined within the sole discretion of the City Council in accordance with applicable law) if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured by a first lien on and pledge of the Pledged Revenues. "Permitted Investments" means any security or obligation or combination thereof permitted under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or other applicable law. "Pledged Revenues" means (1) the Net Revenues, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Parity Obligations, and excluding those revenues excluded from Gross Revenues. "Previously Issued Parity Obligations" means the Outstanding Parity Obligations of the City entitled "City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series 2008," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2010," "City of Page 464 of 509 GTOWN\USRRB\2017: Ordinance A-7 Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2012," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2014," "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2014," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2014A," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2015," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2016" and "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2016." "Prudent Utility Practice" means any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or previously approved by a significant portion of the public utility industry, known at the time the decision was made, that would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is operated in common with one or more other entities, the term Prudent Utility Practice, as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. "Rating Agency" means any nationally recognized securities rating agency which has assigned, at the request of the City, a rating to the Parity Obligations. "Record Date" means Record Date as defined in the Form of Bonds in Exhibit "B" to this Ordinance. "Required Reserve Amount" means the amount required to be maintained in the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance. "Required Reserve Fund Deposits" means the deposits and credits, if any, required to be made to the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance. "Reserve Fund" means the special fund created, established and maintained by the provisions of Section 12 of this Ordinance. "Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an opinion of nationally recognized bond counsel, a surety bond or insurance policy deposited in the Reserve Fund to satisfy the Required Reserve Amount whereby the City is obligated to provide funds up to and including the maximum amount and under the conditions specified in such agreement or instrument. "Reserve Fund Obligation Payment" means any subrogation payment the City is obligated to make from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund Obligation. Page 465 of 509 GTOWN\USRRB\2017: Ordinance A-8 "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "Special Project" means, to the extent permitted by law, any electric, waterworks, sanitary sewer, wastewater reuse or municipal drainage system property, improvement or facility declared by the City not to be part of the System, for which the costs of acquisition, construction and installation are paid from proceeds of a financing transaction other than the issuance of bonds payable from ad valorem taxes, Pledged Revenues or Net Revenues and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Pledged Revenues or Net Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction and installation under such financing transaction. "Stated Maturity" means the annual principal payments of the Parity Obligations payable on the respective dates set forth in the ordinances which authorized the issuance of such Parity Obligations. "Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of any Parity Obligations issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues on a parity with the Subordinate Lien Obligations. "System" means as currently comprised, the City's combined electric, waterworks and sewer system, which includes all properties, facilities, plants, improvements, equipment, interests and rights currently owned, operated and maintained by the City for the (i) generation, transmission, distribution or sale of electric power and energy, (ii) supply, treatment, and transmission and distribution of treated potable water and (iii) collection and treatment of wastewater, and for water reuse, together with all future extensions, improvements, purchases, repairs, replacements and additions thereto, whether situated within or without the limits of the City, and all water (in any form) owned by the City; provided, however, that the City expressly retains the right to (i) sale or disaggregate the System as set forth in Section 18 of this Ordinance and (ii) incorporate any other utility system as provided by the laws of the State of Texas as a part of the System. The System shall not include any Special Project or any disaggregated part of the System as provided in Section 18 of this Ordinance. "Term Bonds" means those Parity Obligations so designated in the ordinances authorizing such bonds which shall be subject to retirement by operation of a mandatory redemption account. Page 466 of 509 GTOWN\USRRB\2017: Ordinance A-9 "Term of Issue" means with respect to any Balloon Debt, a period of time equal to the greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and ending on the final maturity date of such Balloon Debt or (ii) twenty-five years. Page 467 of 509 GTOWN\USRRB\2017: Ordinance B-1 EXHIBIT B FORM OF BOND R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT WILLIAMSON COUNTY $___________ CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE AND REFUNDING BOND, SERIES 2017 INTEREST RATE MATURITY DATE DATE OF SERIES CUSIP NO. May 18, 2017 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN, TEXAS (the "City"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), the Principal Amount specified above, and to pay interest thereon (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at the Interest Rate per annum specified above, payable on February 15, 2018, and semiannually on each August 15 and February 15 thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the designated office for Page 468 of 509 GTOWN\USRRB\2017: Ordinance B-2 payment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the Ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Registered Owner appearing on the Registration Books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. Any accrued interest due upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and payment at the principal office for payment of the Paying Agent/Registrar (unless the redemption date is a regularly scheduled interest payment date, in which case accrued interest on such redeemed Bonds shall be payable in the regular manner described above). The City covenants with the Registered Owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" referred to in and maintained by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. Terms used in this Bond and not otherwise defined shall have the meaning given in the Bond Ordinance. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the principal office for payment of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business (each a "Non- Business Day"), then the date for such payment shall be the next succeeding day which is not a Non-Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated May 18, 2017, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $__________ FOR THE PURPOSE OF (I) EXTENDING AND IMPROVING THE CITY'S SYSTEM INCLUDING (1) ACQUIRING AND UPGRADING ELECTRIC SYSTEM INFORMATION TECHNOLOGY EQUIPMENT, (2) WATER SYSTEM IMPROVEMENTS TO THE DOMEL PUMP STATION, (3) WASTEWATER SYSTEM Page 469 of 509 GTOWN\USRRB\2017: Ordinance B-3 IMPROVEMENTS TO THE BERRY CREEK LIFT STATION AND FORCE MAIN IMPROVEMENTS AT THE SAN GABRIEL WASTEWATER TREATMENT PLANT, (II) REFUNDING THE REFUNDED OBLIGATIONS AND (III) PAYING THE COSTS OF ISSUING THE BONDS. ON AUGUST 15, 2026 OR ON ANY DATE THEREAFTER, the Bonds maturing on and after August 15, 2027 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the City, and if less than all of a maturity is to be redeemed the Paying Agent/Registrar shall determine by lot the Bonds, or portions thereof within such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in integral multiples of $5,000 of principal amount). THE BONDS maturing on August 15, 20___ (the "Term Bonds") are subject to mandatory sinking fund redemption by lot prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date. Bonds Maturing August 15, 20___ Redemption Date Principal Amount August 15, 20__ $________ August 15, 20__* ________* *Final Maturity THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration Books maintained by the Paying Agent/Registrar on the day such notice of Page 470 of 509 GTOWN\USRRB\2017: Ordinance B-4 redemption is mailed. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If such written notice of redemption is mailed and if due provision for such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Bond Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Bond Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. DURING ANY PERIOD in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000 (an "Authorized Denomination"). As provided in the Bond Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in Page 471 of 509 GTOWN\USRRB\2017: Ordinance B-5 form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for transferring and exchanging any Bond or portion thereof shall be paid by the City, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of an unredeemed balance of a Bond called for redemption in part. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; that this Bond is a special obligation of the City, and that the interest on and principal of this Bond, together with the Previously Issued Parity Obligations and all other outstanding "Parity Obligations" (as defined in the Bond Ordinance), as such interest comes due, and as such principal matures, are payable from and secured by a lien on and pledge of the "Pledged Revenues" of the "System" (which is generally described as the City's combined electric, waterworks and sewer system), all as provided in the Bond Ordinance. THE CITY also has reserved the right, subject to restrictions stated in the Ordinance, to issue Additional Parity Obligations which also may be made payable from and equally and ratably secured by a first lien on and pledge of, the Pledged Revenues of the System in the same manner and to the same extent as this series of Bonds. Page 472 of 509 GTOWN\USRRB\2017: Ordinance B-6 THE CITY also has reserved the right, subject to restrictions stated in the Bond Ordinance to issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net Revenues (as defined in the Bond Ordinance), subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues securing payment of the Bonds, the Previously Issued Parity Obligations or any Additional Parity Obligations. THE OWNER HEREOF shall never have the right to demand payment of this Bond out of any funds raised or to be raised by taxation. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the City, and countersigned with the manual or facsimile signature of the City Secretary and the official seal of the City has been duly impressed, or placed in facsimile, on this Bond. (facsimile signature) (facsimile signature) City Secretary Mayor [CITY SEAL] FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. ______________ I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this ______________________________ (COMPTROLLER'S SEAL) Comptroller of Public Accounts Page 473 of 509 GTOWN\USRRB\2017: Ordinance B-7 of the State of Texas FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for a bond or bonds, or a portion of a bond or bonds of a series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Paying Agent/Registrar By ____________________________ Authorized Representative FORM OF ASSIGNMENT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all rights hereunder unto _____________________________________________________________ ________________________ / / _______________________________________________ (Assignee's Social Security or (Please print or typewrite Assignee's name and address, Taxpayer Identification Number) including zip code) ______________________________________________________________________________ and hereby irrevocably constitutes and appoints _____________________________________ attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated: _________________ Signature Guaranteed: ____________________________________ Page 474 of 509 GTOWN\USRRB\2017: Ordinance B-8 NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. ____________________________________ NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever. INSERTIONS FOR THE INITIAL BOND The initial Bond shall be in the form set forth in this Exhibit, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year Principal Rate (Information from Sections 3 and 4 to be inserted) The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2018 and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The initial Bond shall be numbered "T-1." Page 475 of 509 GTOWN\USRRB\2017: Ordinance C-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 21 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The annual audited financial statements of the City of Georgetown, Texas or the unaudited financial statements of the City of Georgetown, Texas in the event audited financial statements are not completed within 12 months after the end of any Fiscal Year. 2. All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables 1 through 11 and 13 and in Appendix C. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 above. Page 476 of 509 GTOWN\USRRB\2017: Ordinance D-1 EXHIBIT D NOTICE OF DEFEASANCE/REDEMPTION Page 477 of 509 GTOWN\USRRB\2017: Ordinance D-2 NOTICE OF REDEMPTION/DEFEASANCE NOTICE IS HEREBY GIVEN that Georgetown, Texas (the "City") has deposited cash and/or United States government securities in escrow to defease, and has further called for redemption on August 15, 2016 (the "Redemption Date"), the following obligations of the City (the "Obligations"): CITY OF GEORGETOWN, UTILITY SYSTEM REVENUE BONDS, SERIES 2006, the outstanding obligations maturing on August 15 in the years 2017 through and including 2026, aggregating $1,430,000 in principal amount: CUSIP Number* Maturity August 15 Principal Amount Interest Rate 373064XD1 2017 $115,000 4.300% 373064XE9 2018 120,000 4.400 373064XF6 2019 125,000 4.500 373064XG4 2020 135,000 4.500 373064XH2 2021 140,000 4.500 373064XJ8 2022 145,000 4.600 373064XK5 2023 150,000 4.625 373064XL3 2024 160,000 4.625 373064XM1 2025 165,000 4.625 373064XN9 2026 175,000 4.625 _____________________ *The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the owners of the Obligations. The City shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein. The redemption price for the above Obligations is par plus accrued interest to the date fixed for redemption. Such Obligations shall be redeemed and shall not longer bear interest after the redemption date. Due provision for the payment of the obligations described above has been made with The Bank of New York Mellon Trust Company, N.A. (the "Bank"), and said obligations shall be presented for payment either in person or by mail, at the following address: First Class/Registered/Certified Mail By Overnight or Courier By Hand The Bank of New York Mellon Global Corporate Trust P.O. Box 396 East Syracuse, New York 13057 The Bank of New York Mellon Global Corporate Trust 111 Sanders Creek Parkway East Syracuse, New York 13057 The Bank of New York Mellon Global Corporate Trust Corporate Trust Window 101 Barclay Street 1st Floor East New York, New York 10286 In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making certain payments due on debt securities may be obligated to deduct and withhold a portion of such payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer identification number when surrendering the Obligations for redemption. CITY OF GEORGETOWN, TEXAS Page 478 of 509 GTOWN\USRRB\2017: Ordinance E-1 EXHIBIT E ESCROW AGREMMENT [SEE SEPARATE TAB OF TRANSCRIPT] Page 479 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Second Readi ng of an Ordinance amending Chapte r 2.1 6 o f the Code of Ordi nanc e s relating to Compensati on for the Mayor and Counci l members as recommended by the Co unci l Compensati on Co mmi ttee -- Charlie McNabb, City Attorney (acti o n requi red) ITEM SUMMARY: This is a follow-up actio n item related to the Counc il Co mpensation Committee re c ommendations presented at the earlier Worksho p meeting. FINANCIAL IMPACT: To be determined by City Co uncil action. If the Committee recommendations are ado pted, the Mayor's monthly stipend would increase by $70 0 per month for an annual increase o f $8 ,400. The Councilme mber monthly stipend would increase by $600 pe r mo nth for an annual increase of $7,2 00 per Councilmember o r an annual total increase of $50,400. The to tal financial impact for the Mayo r and Councilmembers combine d wo uld be $58,800 annually SUBMITTED BY: Shelley Nowling, City Secretary ATTACHMENT S: Description Ordinanc e - C o unc il Compenas ation Exhib it A - Counc il C o mp ensatio n Committee R ep o rt Page 480 of 509 {00009335 / v2 / CMCNABB / LEGAL / MAYORCC / 3/30/2017} ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS (“CITY”) AMENDING CHAPTER 2.16 OF THE CODE OF ORDINANCES RELATING TO COMPENSATION OR EXPENSE REIMBURSEMENT FOR THE MAYOR AND COUNCIL MEMBERS; MAKING SUCH OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Section 2.15 of the City Charter provides for the appointment of a committee to review at least every two years the salaries of the Mayor and Council members and to make recommendations regarding those salaries; and WHEREAS, on December 13, 2016, pursuant to Section 2.15 of the City Charter, the Mayor appointed a compensation committee to review the current compensation ordinance and make recommendations to the City Council; and WHEREAS, the 2017 Compensation Committee met on December 19, 2016, February 1, 2017 and February 22, 2017; and WHEREAS, the 2017 Compensation Committee presented its report to the City Council on April 11, 2017, attached to this Ordinance as Exhibit A; and WHEREAS, on April 11, 2017, the City Council voted to enact the 2017 Compensation Committee’s recommendations; and NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT Section 1. The meeting at which this ordinance was approved was in all things conducted in compliance with the Texas Open Meetings Act, Chapter 551, of the Texas Government Code. Section 2. Chapter 2.16 of the Code of Ordinances is amended as follows: Chapter 2.16 Compensation of Officers Sec. 2.16.010 Compensation Page 481 of 509 {00009335 / v2 / CMCNABB / LEGAL / MAYORCC / 3/30/2017} (A) The Mayor shall receive compensation of $1,800 per month. (B) The Mayor Pro Tem shall receive compensation of $1400 per month. (C) The Council members shall receive compensation of $1400 per month. Sec. 2.16.020 Reserved Section 3. If any provision of this ordinance or application thereof to any person or circumstance shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. Section 4. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective in accordance with the provisions of the Charter of the City of Georgetown. PASSED AND APPROVED ON FIRST READING on the ______ day of__________, 2017. PASSED AND APPROVED ON SECOND READING on the ______ day of ________, 2017. ATTEST: THE CITY OF GEORGETOWN: ________________________________ _____________________________________ Shelley Nowling, Dale Ross, City Secretary Mayor APPROVED AS TO FORM: ______________________________ City Attorney Page 482 of 509 {00009351 / v / CMCNABB / LEGAL / MAYORCC / 4/4/2017} EXHIBIT “A” COUNCIL COMPENSATION COMMITTEE REPORT TO THE GEORGETOWN MAYOR AND CITY COUNCIL APRIL 2017 The Council Compensation Committee, according to Sec. 2.15 of the City of Georgetown Charter, was appointed by Mayor Ross to review the salaries of the Mayor and Councilmembers and make recommendations regarding those salaries. Committee members included Chair, Jerry Hammerlun, Nancy Gribble-Tay, Richard Glasco, Liz Hobbs, Bob Glandt, Rick Williamson and Llorente Navarrette The Committee met on December 19, 2016, February 1, 2017 and February 22, 2017. Attached to this summary are copies of the minutes for all those meetings. The focus of those three meetings were: December 19, 2016 – After introductions, the City Secretary walked the Committee through binders she had prepared that included information on the City Charter, Compensation Comparison and time commitments of the Mayor and Council. The Committee included two former Council Members who shared their perspectives and experiences. The primary focus of the first meeting was to identify additional information that the Committee had a desire to review. At the end of the meeting the Committee again discussed the reality of the time commitment to serve, the importance of a diverse Council and the typical schedule for a Council meeting day. There was also significant discussion related to the diversity and complexity of the issues Council is responsible to oversee. February 1, 2017 – Prior to the Committee’s second meeting the City Secretary provided material in response to requests posed in the first meeting. That information included: • List of Boards & Commissions with Council Member appointments • List of Events Required of Councilmembers • List of Events Voluntary for Councilmembers • List of Cities with Electric Utilities • List of Cities with Water Utilities • List of Cities where Councilmembers have paid aides other than the City Secretary staff • History of Council compensation at the City of Georgetown • List of Cities with strong/weak mayor government • List of current Councilmembers working full time outside of civil service position Each member of the Committee was given an opportunity to ask follow-up questions and comment on the information. The significant volume of documentation that had been provided by the City Secretary made the Committee comfortable to begin a dialogue focused on a compensation recommendation. Feeling there was some consensus for the basis of a recommendation the Chair requested that the Committee meet one more time and that prior to the next meeting each member send their thoughts on a recommendation to the City Secretary. Page 483 of 509 {00009351 / v / CMCNABB / LEGAL / MAYORCC / 4/4/2017} At the second meeting, the entire Committee was excited about the potential of a suggestion of Member Glasco. Member Glasco’s suggestion related to the possibility of having interns from Southwestern University work with the Council and Mayor. February 22, 2017 – This meeting began with a discussion of the estimated hourly rate the Mayor and Council currently receive for their service in relation to the lump sum amount. The Committee’s deliberations focused on the following concerns: • Must continue the positive direction and success of the City. • Must continue to attract a diverse, professional group of quality individuals willing to serve. • Must continue to have representation willing to connect with their constituents. After much discussion, the Committee unanimously (5-0) approved recommending an increase in the lump sum compensation for a Council member to $1,400 per month and for the Mayor to $1,800 per month. Page 484 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: P roject updates and status reports regarding current and future transportation and traffic project; street, sidewalk, and other infrastructure pro jects; police, fire and other public safety pro jects; econo mic development projects; city facility projects;downtown projects inc luding parking enhancements, c ity lease agreements, sanitation services, and possible direction to city staff -- David Morgan, City Manager ITEM SUMMARY: The City Council has requested regular updates regarding the status of projects, as well as the ability to discuss the se projects as a collective. FINANCIAL IMPACT: This is an Council Update Item. SUBMITTED BY: Shirley J. Rinn o n be half of David Morgan, City Manager ATTACHMENT S: Description GEDCO Projec t Update GTAB Co vers heet GTAB Pro jec t Updates GTEC Covers heet GTEC Projec t Up d ate Page 485 of 509 Name Description Start Date (Council Approved)End Date $ Encumbered $ Expended Citigroup Grant for wastewater infrastructure for construction of datacenter. 12/12/2006 12/31/2018 $ 1,300,000 $ 1,300,000 DisperSol Grant for job creation related to expansion of manufacturing facilities.10/16/2014 2/15/2019 250,000$ $ 80,000 Grape Creek Grant for reimbursement of Qualified Expenditures for the lease/purchase and future site improvements at 101 E. 7th Street and 614 Main Street for the operation of a winery on the Downtown Square. 8/23/2011 3/1/2018 280,000$ 280,000$ Grape Creek GEDCO purchase of building. GCV currently under lease/purchase agreement with right to exercise purchase at end of PA for $447K.8/23/2011 3/1/2018 447,000$ 447,000$ Lone Star Circle of Care Grant for Qualified Expenditures for future site improvements at 205 East University Avenue, Georgetown, Texas. Loan Agreement and Promissory Note have been executed. 6/28/2011 11/30/2017 387,000$ $ 387,000 Radiation Detection Corporation Grant for Qualified Expenditures and job creation related to the relocation of the corporate offices to Georgetown. 7/23/2013 12/31/2021 320,000$ 320,000$ Radix BioSolutions, Ltd. Provided grant to assist with the work and future plans of Radix BioSolutions at the TLCC. Radix paid back $47K on 3/15/15. Radix paid back $50K 3/10/16.3/9/2010 3/31/2018 250,000$ $ 103,000 GEDCO - ACTIVE PERFORMANCE AGREEMENTS STATUS REPORT April 17, 2017 Over Page 486 of 509 Name Description Start Date (Council Approved)End Date $ Encumbered $ Expended GEDCO - ACTIVE PERFORMANCE AGREEMENTS STATUS REPORT April 17, 2017 TASUS Texas Corporation Provide a grant of $67,500 for job creation related to expansion of manufacturing facilities. 2/25/2014 5/31/2017 67,500$ -$ Rentch Brewery Provide financial assistance not to exceed $70K for infrastructure costs related to the expansion of their existing operation including upgraded electric transformer and upgraded waterlines to the facility.10/11/2016 3/1/2017 70,000$ $ - Page 487 of 509 April 2017 Cover Sheet Austin Ave-5th St - Signal Improvements: Bid opening 2-28-17. Austin Avenue Bridges Project - N & S San Gabriel Rivers: 3rd Public Meeting will be held after TxDOT review of Technical Reports, anticipated late March 2017. Flood Study: Study ongoing. Preliminary flood study results are complete. Mitigation efforts are currently being evaluated. Draft results expected late summer 2017. Final report due end of 2017. FM 971 - Realignment at Austin Avenue: Preliminary Engineering complete; Engineer’s work for the 60% design submittal is on hold pending AFA with TxDOT. Submittal of preliminary signal design to TxDOT 11-17-16. AFA documents being finalized. FM 1460: Construction is on-going; administered by TxDOT. Utility relocation complete. I 35 SB FR Sidewalk Improvements Project (University Ave to Leander Rd): Engineer has submitted 100% design. Submittals to TxDOT, TCEQ, and RAS for approvals underway. Bids received 1-24-17, presentation of various alternatives with engineer’s recommendation in February. Presentation to Council in March 14, 2017. (Southwest Bypass (RM 2243 to IH 35) Phase 1 – A draft 90% PS&E and WPAP Submittal was received on 9/12/16 and is under review. A revised Exhibit A was received 9/7/16 and is under review. A meeting with Georgetown Railroad to discuss the safety plan was held on 8/16/16. A meeting to discuss survey for Phase 1 project was held on 8/15/16. Right of entry for the Phase 1 project was received 8/11/16. Comments were issued 3/11/17 on a 30% PS&E submittal for the Southwest Bypass Phase 1.) On site tasks: Phase 1 House demolition complete, Contour survey complete, Geotechnical testing complete, Fencing complete. Southwest Bypass (RM 2243 to IH 35) Phase 2 – A meeting with TxDOT Georgetown Area Office was held on 8/18/16 to discuss RM 2243 Improvements. A 100% PS&E submittal for the turn lanes on RM 2243 at Southwest Bypass was received 7/6/16. An updated cost estimate alternatives for Phase 2 improvements was received 7/19/16. Southwest Bypass (Leander Rd. to Wolf Ranch Parkway Extension) Wolf Ranch Parkway Extension (SW Bypass to DB Wood Rd.) Construction is approximately 60% complete project wide. South San Gabriel bridge beam set is complete. Second bridge south of the Gabriel, Substructure approximately 100% complete. Beam delivery and set to be rescheduled. Base course is being installed on the South side of the bridges. Base course installation on Wolf Ranch Pkwy on hold to facilitate utility crossings for Hillwood. Transit Service (Fixed Route Bus): Stops and Routes updated and presented to Council 2/14/17. ADA Plan meeting with CMTA 2/28. CMTA will provide eligibility screening 2015 Road Bond Program, Citywide Sidewalk Improvements Project Page 488 of 509 Project bids accepted 2-21-17 Smith Construction the apparent low bid. Approved by CC March 28, 2017. Williams Drive Study: Concept Plan Final report expected 3/1/17. Page 489 of 509 Page 490 of 509 Page 491 of 509 Page 492 of 509 Page 493 of 509 Page 494 of 509 Page 495 of 509 Page 496 of 509 Page 497 of 509 Page 498 of 509 Page 499 of 509 PROJECT STATUS REPORT GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION MARCH 2017 COVER SHEET PROJECT STATUS Airport Road Engineering design 90%: addressing storm water/water quality, performing environmental investigations for clearances. WPAP submittal to the TCEQ in April. Row docs ready. FM 1460 ROW & Utility Relocations All water/wastewater utility relocates have been completed and are in service Three Utility companies have submitted invoices for reimbursement – Atmos Energy, ONCOR and Seminole Pipeline Mays St Extension Council – August 9th; NTP – October 10, 2016 Embankment/Subgrade 100% complete first 8” of road base installation is 75% complete. Storm drain box culverts, concrete pipe & inlet boxes installed. Water Quality/Detention Pond excavation is complete and clay liner installed. Curb work starts first/second week in April Northwest Boulevard Engineering underway: Engineer is coordinating design with the design for Rivery Boulevard in moving towards construction PS&E for both projects to minimize overlap work between these two projects. Engineer has developed alternatives for stormwater outfall northward from NW Blvd. Engineering completion scheduled fiscal 16/17 with construction beginning in fiscal 17/18. Rabbit Hill Road Improvements Task Order awarded by Council August 9, 2016. Utility coordination meeting on 2/21/17. CP&Y surveying and identifying utility conflicts along route. Rivery Boulevard - TIA Improvements Engineering underway and approximately 50% complete, with utility conflicts being addressed. Slight modification is being made to length of added lane to fit with existing features. Rivery Boulevard Extension: Plans at 95%. To be submitted to TCEQ in April/May for WPAP approval. To stay on the current schedule for bidding this project has been separated entirely from the Northwest Blvd. project. Page 500 of 509 Page 501 of 509 Page 502 of 509 Page 503 of 509 Page 504 of 509 Page 505 of 509 Page 506 of 509 Page 507 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: - At the time of po sting, no persons had signed up to address the City Council ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Page 508 of 509 City of Georgetown, Texas City Council Regula r Meeting April 25, 2017 SUBJECT: Sec. 551.071: Consul tati on w i th Attorney - Advice from attorney about pending o r co ntemplated litigation and other matters o n which the attorney has a duty to advise the City Council, including agenda items - Appeal of an Administrative Decision regarding the determination that a pump station for crude oil is a "Utility Servic e s, Intermediate" use, Dr. Jeffrey S. Miller (Rawhide, LLC) Ad ja cent Property Own e r, in regards to 55 5 Rabbit Hill Ro ad, Enterprise Crude Pipeline, LLC - Sheriff's Posse Ro deo Lease Sec. 551.074: Personnel Matters - City Manager, City Attorney, City Sec re tary and Municipal Judge: Consideratio n of the appointment, employme nt, evaluation, reassignment, duties, discipline, or dismissal - City Manager Perfo rmance Evaluation Sec. 551.087: De l i berati o n Regardi ng Economi c Devel opment Negoti ati ons - Rentsch Brewe ry P erformance Agreement Amendme nt ITEM SUMMARY: FINANCIAL IMPACT: NA SUBMITTED BY: Shelley Nowling, City Secretary Page 509 of 509