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HomeMy WebLinkAboutORD 2004-46 - Wolf Ranch PID #1ORD 2005068647 PGS THE STATE OF TEXAS § CITY OF GEORGETOWN § COUNTY OF WILLIAMSON § The undersigned City Secretary of the City of Georgetown, Texas (the "City"), hereby certify as follows: 1. The City Council of the City convened in REGULAR MEETING ON THE 13TH DAY OF JULY, 2004, Council Chambers, 101 E. Seventh Street, Georgetown, Texas (the "Meeting"), and the roll was called of the duly constituted officers and members of the City, to -wit: Gary Nelon, Mayor Doug Smith - Mayor Pro Tem and Councilmember District 3 Patty Eason - Councilmember District 1 Gabe Sansing - Councilmember District 2 Henry Carr - Councilmember District 4 John Kirby - Councilmember District 5 Farley Snell - Councilmember District 6 Ben Oliver - Councilmember District 7 rel and all of the persons were present, except the following absentees: o , thus constituting a quorum. Whereupon, among other business, the following was transacted at the Meeting: a written AN ORDINANCE LEVYING ASSESSMENTS FOR THE COST OF CERTAIN IMPROVEMENTS TO BE PROVIDED IN THE WOLF RANCH PUBLIC IMPROVEMENT DISTRICT NO. I; FIXING CHARGES AND LIENS AGAINST THE PROPERTY IN THE DISTRICT AND AGAINST THE OWNERS THEREOF; PROVIDING FOR THE COLLECTION OF THE ASSESSMENT; AND PROVIDING AN EFFECTIVE DATE was duly introduced for the consideration of the City Council. It was then duly moved and seconded that the Ordinance be passed; and, after due discussion, said motion carrying with it the passage of the Ordinance, prevailed and carried by the following vote: AYES: NOES: 2. A true, full and correct copy of the Ordinance passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that the Ordinance has W OURANCHMRZ2004: lcscssmcntOrd inmccCc" duly recorded in the City Council's minutes of the Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of the Meeting pertaining to the passage of the Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting county officials as indicated therein; that each of the elected officials and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the Meeting, and that the Ordinance would be introduced and considered for passage at the Meeting, and each of the elected officials and members consented, in advance, to the holding of the Meeting for such purpose, and that the Meeting 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, Government Code, as amended. 3. The Mayor of the City has approved and hereby approves the Ordinance; that the Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and the City Secretary of the City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of the Ordinance for all purposes. WOI.FRANCHMRZ2004: AssessmentOldinmceCert SIGNED AND SEALED the > c:266V WOa#mH/TIP,Z2004:__oac AN ORDINANCE LEVYING ASSESSMENTS FOR THE COST OF CERTAIN IMPROVEMENTS TO BE PROVIDED IN THE WOLF RANCH PUBLIC IMPROVEMENT DISTRICT NO. I; FIXING CHARGES AND LIENS AGAINST THE PROPERTY IN THE DISTRICT AND AGAINST THE OWNERS THEREOF; PROVIDING FOR THE COLLECTION OF THE ASSESSMENT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, Chapter 372 of the Texas Local Government Code (the "Act") allows for the creation of public improvement districts; and WHEREAS, on or before , 2004, owners of real property located within the Wolf Ranch Public Improvement District No. I delivered to the City of Georgetown, Texas (the "City") an amended Petition (the "Petition") to create the Wolf Ranch Public Improvement District No. I (the "District") that is described in the field notes and the map attached hereto and made a part hereof and marked Exhibit "A"; and WHEREAS, the City staff and City Council reviewed the Petition and determined that the owners of taxable real property representing more than 50% of the appraised value of the taxable real property liable for assessment under the Petition and owning more than 50% of the area of all taxable real property within the District executed the Petition and that the Petition complied with the Act and authorized the City Council of the City to consider making findings as to the advisability of the creation of the District; and WHEREAS, after providing notices required by Section 372.009 of the Act, the City Council on June 22, 2004 conducted a public hearing on the advisability of the improvements and the creation of the District; and WHEREAS, on June 22, 2004, the City Council passed Resolution No. 062204-R which authorized and approved the District and in accordance with its findings as to the advisability of the improvements, recommended and approved the District; and WHEREAS, the authorization of the District took effect when notice of the passage of the Resolution was published in the Williamson County Sun, a newspaper of general circulation in the City, on June 27, 2004; and WHEREAS, pursuant to the Act, the proposed assessment roll and assessment plan was filed with the City Secretary, and the statutory notice of a public hearing was mailed to the property owners and published on June 30, 2004 to consider the levy of the proposed assessments on real property within the District was accomplished; and 004 WOLFFU NCH: AssessmentOrdinance WHEREAS, after notice was provided as required by the Act, the City Council of the City of Georgetown on July 13, 2004 held a public hearing to consider the levy of the proposed assessments on property within the District, heard and passed on any objections to the proposed assessments and closed the public hearing. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF l' Section 1. The City Council hereby finds that the approval of the Assessment Plan implements the following policy of the Century Plan - Policy Plan Element: Finance Policy End 14.00 which states; "All municipal operations are conducted in an efficient, business -like manner and sufficient financial resources for both current and future needs are provided," and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. Section 2. All matters stated in the preamble of this Ordinance are found to be true and correct and are incorporated into the body of this Ordinance as if copied and made a part hereof in their entirety. Section 3. The City Council finds that the assessments as set forth in the Assessment Plan, attached hereto as Exhibit "B" (the "Assessment Plan"), should be made and levied as applicable against the respective parcels of property within the District and against the owners thereof, and are substantially in proportion to the benefits to the respective parcels of property by means of improvements in the District for which such assessments are levied, and establish substantial justice and equality and uniformity between the respective owners and between all parties concerned considering the benefits received and burdens imposed, and further finds that in each case the property assessed is specially benefitted by means of the said improvements in the District, and further finds that the apportionment of the cost of the improvements is in accordance with the law in force in this City and the State of Texas (the "State") and the proceedings of the City heretofore had with reference to the formation of the District and the imposition of the assessments for said improvements are in all respects valid and regular. Section 4. There shall be and is hereby levied and assessed against the parcels of property within the District, and against the real and true owners thereof (whether such owners be correctly named or not), the sums of money as set forth in the Assessment Plan shown opposite the description of the respective parcels of property, and the several amounts assessed against the same, and the owners thereof. Section 5. The sums above mentioned and assessed against the said parcels of property and the owners thereof, together with reasonable attorney's fees and costs of collection, if incurred, are WOLFRANCH: AssessmeniOrdinance 2 hereby declared to be and are made a first, prior and superior lien upon the respective parcels of property against which the same are assessed, and a personal liability and charge against the real and true owners of such property, whether such owners be named herein or not, and the said liens shall be and constitute the first enforceable lien and claim against the property on which such assessments are levied, and shall be a first and paramount lien thereon, superior to all other liens and claims except State, county, school district and City ad valorem taxes. Section 6. The special assessments shall be due and payable by January 31 of each year until the Bonds and other obligations, including accrued interest, are paid in full. That if default be made in the payment of any of the said sums hereby assessed against said property owners and their property, collection thereof, costs and attorney's fees, shall be enforced by suit in any court having jurisdiction or by lien foreclosure or both, in the same manner that an ad valorem tax lien against real property may be enforced by a governing body, pursuant to the Texas Tax Code. Section 7. All assessments levied are a personal liability and charge against the real and true owners of the premises described notwithstanding such owners may not be named, or may be incorrectly named. Assessments may be paid in full plus interest accrued to the date of payment and upon receipt of such payment of principal and interest by the City, the City shall execute a full and complete release of lien. All interest payments on the assessments are calculated to the date of payment. All payments shall be in accordance with the Assessment Plan. Section 8. This Ordinance shall take effect immediately from and after its passage and it is accordingly so ordained. Section 9. All ordinances, parts of ordinances, or resolutions in conflict herewith are expressly repealed. Section 10. The invalidity of any section or provision of this ordinance shall not invalidate other sections or provisions thereof. Section 11. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Ordinance was adopted was posted and that such meeting was open to the public as required by law at all times during which this Ordinance and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. ofto &0044io 3 WOLFRANCH: AssessmentOrffinance Section 7. Ownership of Improvements. In accordance with the Act, the City, acting by and through the District, intends to provide for the construction and/or acquisition of the Public Road Improvements and Public Utility Improvements described in Schedule I attached hereto or, alternatively, to provide for the reimbursement to Simon or the City for the construction and/or acquisition of the Improvements as appropriate and in accordance with the Development Agreement. Upon completion of the Public Road Improvements and the Public Utility Improvements, all such Public Road Improvements and Public Utility Improvements, including the land and the facilities and infrastructure thereon, shall be constructed and/or acquired by the City with proceeds of the Bonds and title to the land and Public Road Improvements and Public Utility Improvements shall vest in the City. Any real property conveyed to the City in connection with the Public Road Improvements and Public Utility Improvements shall not be assessed. Pursuant to Section 3.4.7. of the Development Agreement, and except as otherwise provided for in the Target Acknowledgment (document number 2004049241 in the records of Williamson County, Texas), the City has an option to acquire the Public On -Site Improvements, Section 8. Levy of Assessments. There shall be levied by the City the special assessments for Improvement Costs as set forth in Schedule III attached hereto (collectively, the "Assessments"). Any real property conveyed to the City in connection with the Improvements shall not be assessed. Following a determination of the amount of an Assessment, if any, that must be collected, each annual Assessment shall be due and payable on or before each January 31, thereafter until the Bonds or other obligations, including accrued interest, are paid in full. In the event of a default in payment of any of the sums assessed against the property owners and their property, collection thereof, costs and attorney fees shall be enforced by suit in any Court having jurisdiction or by lien foreclosure or both, in the same manner that an ad valorem tax lien against real property may be enforced by a governing body, pursuant to Section 33.01 et seq. of the Texas Tax Code, Section 9. Prepayment of Assessments for Each Year. Pursuant to the provision of Section 372.018 (b) of the Act, an Assessment may be paid in whole or in part at any time by paying the unpaid amount of the Assessment plus the interest accrued or penalties that have been imposed prior to the date of payment of the Assessment. Section 10. Interest and Penalties on Delinquent Assessments. A delinquent Assessment will accrue interest at the rate of one percent (1%) for each month or portion of a month the assessment remains unpaid after it becomes delinquent. Additionally, a delinquent Assessment shall incur the same penalties and interest as incurred for delinquent taxes, as stated in Section 33.01 et seq. of the Texas Tax Code. nko. 004�4t% 4 WOLFRANCH: AssessmentPlan EXHIBIT A Field Notes and Map of Wolf Ranch Public Improvement District No. I u.pr�wuri�+wsnmsi+a3+riNtitrtf••osssumsstws W LOCI L07 4 LOT 5 LOT 9 7 co f y�•,� K{ �yw ty Y�Yv tt �3.y..>isi:'%}AyiiY#.'•iT}:ry�:'Sy7,{�:::::::: LOT S ��fQi LOT 3 �? M I7- i>'+a'i?47`•i4i4'+!;':i:?Il',•'S.??%. %W# LOTS s ••..••i. T i ? a. O .. •: •:::+:mo-+: ;:•:::•::>•.::..;::::.. :•:::•: •::: ..;;::::; :•... DRAINAGE EASEMENT P t &.BUFFER to 1 ! ' � `• � K "( j � � 1 Irl t �-j FAR PROPOSED WOLF RANCH PUBLIC IMPROVEMENT DISTRICT LOT 2, ELOCKA, WOLF RANCH SUDD1VIS10N AS RECORDED ON THE 4TH DAY OF DECEN6ER• 2003, IN CABINET Y, SLIDES 112, 113, 114, AND 1151 PLAT RECORDS, WILLIAMSONCOUN7Y, Toms,., lf'!xPROPOSED fY1g_K,' fA$PROVE1J•Gi1f 01871110f f�f1S)PERt Y-UNES.....'+`4'' r �»•••••,� 3'nnFcun ir:r:.... uA.•:r,„� s tFcev. C:TY LI'M's i.......x UCTA ^' T S t14 P� q � Y � 5 All or , a of the text op td riot READ and APPROVED on first reading this the 19 day of , 2004. READ, APPROVED and ADOPTED on second reading this the c>), ?V4 day of 2004. • r t.ri Mayor Pro N. City of 'i •" • ATTEST: SANDRA D. LEE City Secretary City of Georgetown, Texas APPROVED AS TO FORM: b7aE.(t � PATRICIA E. CARLS City Attorney City of Georgetown, Texas 100.676 ACRES WOLF RANCH SUBDIVISION DESCRIPTION FN N0. 03-128(JJM) JUNE 12, 2003 BPI JOB NO. 1262-01 OF A 100.676 ACRE TRACT OF LAND OUT OF THE CLEMENT STUBBLEFIELD SURVEY, ABSTRACT NO, 558, SITUATED. IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE REMAINDER OF TfiAT CERTAIN 412 ACRE TRACT OF LAND CONVEYED TO JAY L. WOLF BY DEED OF RECORD IN VOLUME 422, PAGE 84 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, ALL OF THAT CERTAIN 1.153 ACRE TRACT OF LAND CONVEYED TO PAUL EDWIN HINDELANG AND WIFE, JUDY WOLF HINDELANG BY DEED OF RECORD IN VOLUME824, PAGE 434 OF SAID DEED RECORDS, AND ALL OF THAT CERTAIN 0.68 ACRE TRACTBY OF LAND CONVEYED TO TRAVIS CARTER AND WIFE, JO BETH CARTER DEED OF RECORD IN VOLUME 1003, PAGE 150 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 100.676 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COM1MUCnM, at a concrete highway monument found at the southwesterly intersection of Interstate Highway 35 (R.O.W. Varies) and State Highway 29 (100' R.O.W.), being the northeasterly corner of a remaining portion of said 412 acre tract, TBEH g, S01007'2611W, leaving the southerly right-of-way line of State Highway 29, along the westerly right-of-way line of Interstate Highway 35, a distance of 17529 feet to a 1/2 inch iron rod with cap act for the 3poINT OF 8E(XMaN.(3 and the northeasterly corner hereof; TMWCB, continuing along the westerly right-of-way line of Interstate Highway 35, being the easterly line of the remainder of said 422 acre tract and hereof, the following three (3) courses and distances: 1) S01007126"W, a distance of 523.37 feet to a concrete highway monument found at the point of curvature of a non -tangent curve to the left; 2) Along said non -tangent curve to the left having a radius of 4119.70 feet, a central angle of 160481180, an arc length of 1208.32 feet and a chord which bears S060394f25"E, a distance of 1203.99 feet to a concrete highway monument found at highway PT -Station 900+20.69 for the end of said curve; 3) S15003'36"E, passing at a distance of 302.00 feet a 1/2 inch iron rod with cap set for reference, and continuing for a total distance of 604.28 feet to a calculated point in the centerline of the South San Gabriel River for the southeasterly corner of the remainder of said 412 acre tract and hereof, same being the northeasterly corner of Lot 1, Block "A" South Fork Apartments, a subdivision of record in Cabinet F, Slides 341-342 of the Plat Records of Williamson County, Texas; FN 03-128(JJM) JUNE 12, 2003 PAGE 2 OF 3 T71MCE, leaving the westerly right-of-way line of Interstate Highway 35, along the centerline meanders of South San Gabriel River, being the southerly line of said 412 acre tract and hereof, and in Bart the northerly line of said Lot 1 South Fork Apartments, in part the northerly line of those certain tracts of land conveyed to R.W. Pearce by deed of record in Volume 6950' Page 347 and Volume 635, Page 907, both of said Official Records, in part the northerly lines of Lots 24-30 San Gabriel Heights Section Four, a subdivision of record in Cabinet C, Slide 224 of said Plat Records, and in part the northerly lines of Lot 2 Resubdivision of San Gabriel heights Section Six a subdivision of record in Cabinet P, Slide 247 of said Plat Records, the following nineteen (19) courses and distances: 1) N82031135"W, a distance of 148.00 feet; 2) N69052'A9RW, a distance of 186.00 feet; 3) N60°55'31"W, a distance of 75.00 feet; 4) N54021129"W, a distance of 114.00 feet; 5) N30022'32RW, a distance of 56.00 feet; 6) N54016127RWI a distance of 81.00 feet; 7) N4203E'13"W, a distance of 334.00 feet; 8) N50045139"W, a distance of 181.00 feet; 9) N700591021W, a distance of 221,00 feet; 10) S82047'11RW, a distance of 243.00 feet; 11) S77°17'21"W, a distance of 140.00 feet; 12) S65006116"W, a distance of 131.00 fp Pt; 13) S45007152RW, a distance of 59.00 feet; 14) S71038124RW, a distance of 209.00 feet; 15) S57001155"W, a distance of 155.00 feet; 16) S71036117"W, a distance of 56.00 feet; 17) S87033151"W, a distance of 156.00 feet; 18) S86018135"W, a distance of 82.00 feet; I FN 03-128(JJM) JUNE 12, 2003 PAGE 2 OF 3 T71MCE, leaving the westerly right-of-way line of Interstate Highway 35, along the centerline meanders of South San Gabriel River, being the southerly line of said 412 acre tract and hereof, and in Bart the northerly line of said Lot 1 South Fork Apartments, in part the northerly line of those certain tracts of land conveyed to R.W. Pearce by deed of record in Volume 6950' Page 347 and Volume 635, Page 907, both of said Official Records, in part the northerly lines of Lots 24-30 San Gabriel Heights Section Four, a subdivision of record in Cabinet C, Slide 224 of said Plat Records, and in part the northerly lines of Lot 2 Resubdivision of San Gabriel heights Section Six a subdivision of record in Cabinet P, Slide 247 of said Plat Records, the following nineteen (19) courses and distances: 1) N82031135"W, a distance of 148.00 feet; 2) N69052'A9RW, a distance of 186.00 feet; 3) N60°55'31"W, a distance of 75.00 feet; 4) N54021129"W, a distance of 114.00 feet; 5) N30022'32RW, a distance of 56.00 feet; 6) N54016127RWI a distance of 81.00 feet; 7) N4203E'13"W, a distance of 334.00 feet; 8) N50045139"W, a distance of 181.00 feet; 9) N700591021W, a distance of 221,00 feet; 10) S82047'11RW, a distance of 243.00 feet; 11) S77°17'21"W, a distance of 140.00 feet; 12) S65006116"W, a distance of 131.00 fp Pt; 13) S45007152RW, a distance of 59.00 feet; 14) S71038124RW, a distance of 209.00 feet; 15) S57001155"W, a distance of 155.00 feet; 16) S71036117"W, a distance of 56.00 feet; 17) S87033151"W, a distance of 156.00 feet; 18) S86018135"W, a distance of 82.00 feet; FN 03-128(JJM) JUNE 12, 2003 PACE 3 OF 3 19) S69023045"W, a distance of 45.05 feet to the southwesterly corner hereof, being in the northerly line of said Lot 2 Resubdivision of San Gabriel Heights Section Six; THENCEr N02021`16"W, leaving the centerline meanders of the South San Gabriel Rivers over and across said 412 acre tract for the westerly line hereof, passing at a distance of 126.00 feet a 1/2 inch iron rod with cap set for references again passing at a distance of 671.00 feet a cotton spindle set for reference, and continuing for a total distance of 2128.80 feet to a 1/2 inch iron rod with cap set in the southerly right-of-way of State highway 29, being the northerly line of said 41.2 acre tract for the northwesterly corner hereof, from which a concrete highway monument found in the southerly line of state Highway 29, being in the northerly line of Lot 1 Legend Oaks Section II, a subdivision Of record in Cabinet I. Slide 269 of the Plat Records of Will-iamson County. Texas, bears S87038144"W, a distance of 891.29 feet; fiBR=S, H8703814498, along the southerly right-of-way line. of State Highway 29, being the northerly line of said 412 acre tract and hereof, a distance of 1884.43 feet to a 1/2 inch iron rod with cap set, from which a 1/2 inch iron rod found at the southwesterly right of waxy cut-back corner of State II, hway 29 and Interstate Highway 35 bears N87038'44"E, a distance of 175,29 feet; SCE, leaving the southerly right-of-way line of State Highway 29, over and across said remaining portion of 412 acre tract, the following two (2) courses and distances: 1) S02021116"91 a distance of 257.34 feet to a 1%2 inch iron rod with cap set.- 2) et;2) S88052134"E, a distance of 256.34 feet to the FO.CW OF BEGINNtNG, containing an area of 100,676 acres (4,385,447 sqo ft.) of land, more or less, within these metes and bounds, THAT I, JOHN T, BILNOSKI, A REGISTERED PROFESSIONAL LAND SURVEYOR, Do HEREBY CEX-VI 'Y 11TWr THE PROPERTY DESCRIBED HMEIN WAS DETERMINED BY A SURVEY MADE ON THE SUPERVISION. GROUND UNDER MY DIRECTION AND BURY & PARTNERS, INC, '' • •i + ENGINEERS -SURVEYORS �• �, 3345 BEE CAVE ROAD, SUITE 200 JOHN To BILNOSKI 0i t '«,+. •• R.P. .S. NO, 4998 ,aCINNT— AUSTIN, TEXAS 78746 STAT OF TEXAS %"00 4998 r' 1 i 17.170 ACRES PORTION OF WOLF TRACT SIMON PROPERTY GROUP %0 0 PH NO. 03-145 (MTJ) JUNE 30, 2003 BPI JOB NO= 1262-01.20 OF A 17 o 170 ACRE TRACT OF LAND OUT • •� • ABSTRACT •t:v .. . . :y r BEING A PORTION OF THE REMAIMER OF r CERTAINSITUATED IN WILLrAMSON TRACTOF LAM CONVEYED TOJAY• : DEED o RECORD r • 84 • �- r �e • ♦ r is OF ACRES ALSO BEIM PROPOSED LOT 1, BLOCK "As WOLF RANCH SUBDIVISION, W'LLIAMSON CVUNTYr TEXASI 'DESCRIBEDA SUBDIVISION NOT YET OF RECORD* SAID 17.170 PARTICULARLY ACRES_AND BOUNDS AS • • concrete intersectionsouthwesterly of Highway 35 i • • • s 4O*W*)r being the northeasterly corner of remaining portion i• 412 acre leaving the southerly line of State Highway 230r along the testerly right-of-way ],Me of Interstate Highway 35, being the easterly line of the remainder der o.f said 412 acre tract, the following three (3) courses and distances; 1) 501407'260W, a distance of 698.66 feet to a Concrete highway monument found at the paint of curvature of a non—tangent curve to the left; 2) Along said non -tangent curve to the left having a radius. of 4119.70 feet, a central angle of 3-6448118", an arc length of 1208.32 feet and a chord which bears 606439+25NE, a distance of 1203.99 feet to a concrete highway monument found at highway* PT -Station 900+20.69 for the end of said curve; 3) S15403'36"$, a distance of 236.12 feet a 1%2 inch iron, rod with cap set for the pOTRT OF H$ corner hereof; and northeasterly TMMCzr S250031'36"8, continuing along the westerly right-of-way line of Interstate Highway 35, being the easterly line of the remainder of said 412 acre tract and the easterly line hereof, a distance of 368.16 feet. to a point at or near the centerline of the south San Gabriel River, for the southeasterly corner of the remainder of said 412 acre tract and the southeasterly corner hereof, same being the northeasterly corner of Lot 1, Block "A" South Fork Apartments, a subdivision of record in Cabinet F, Slides 341-342 of•the Plat Records of Williamson County, Texas; FN 03 -145 (MLTs) JUNE 30, 2003 PAGE 2 OF 4 TH Czf leaving the westerly, right-of-way line of Interstate Highway 35, along the centerline meanders of Riverthe South San Gabriel River, being the southerly line of said 412 acre tract and the southerly line hereof, and in part the northerly line of said Lot I South Fork Apartments, in part the northerly line of those certain tracts of land conveyed to R.W. Pearce by deed of record In Volume 695, Page 347 and Volume 635, Page 907, both of said Official Records, in past the northerly lines of Lots 24-30 San Gabriel Heights Section Four, a subdivision of record in Cabinet C, Slide 224 -of said Plat Records, and in part the northerly line of Lot 2, Resubdivision of San Gabriel* Heights Section Six, a subdivision of record in Cabinet P, Slide 247 of said Plat Records, the following nineteen (19) courses and distances: 1) N82031135"W, a distance of 148.00 feet; 2) N69052109*W, a distance of 186.00 feet; 3) N60055'31"W, a distance of 75.00 feet; 4) N54021129NW, a distance of 114.00 feet; 5) N30°220320W, a distance of 56.00 feet; 6) N54016'271FW, a distance of 81.00 feet, 7) N42036F13NW, a distance of 334.00 feet; 8) X50°45139NW, a distance of 181.00 feet; 9) N70059102rW, a distance of 221.00 feet; 10) S8a°47'il&Wv a distance of 243.00 feet; 11) 577017121OW, a distance of 140.00 feet; 12) S65°06'16"W, a distance of 131.00 feet; 13) S45007'52"W, a distance of 59.00 feet; 14) S7103B'24"W, a distance of 209.00 feet; 15) S57°01155'W, a distance of 155.00 feed 16) S71e36'17NW, a distance of 56.00 feet; 17) S87033'51"W, a distance of 156.00 feet; 18) S86018135"W, a distance of 82.00 feet; FN 03 -145 (Mja) JUNE 30, 2003 PAGE 3 OF 4 19) S69023IP45"W, a distance of northerly line of said Lot Heights Section Six, for the 45. OS feet to a point in the 2, Resubdivision of San Gabriel southwesterly corner hereof; TMMCS, N02021116"W, leaving the centerline meanders of the South San Gabriel River, over and across said 412 acre tract for the westerly line hereof, passing at a distance of 126.00 feet a 1/2 inch iron rod with cap set for reference and continuing for a total distance of 614:21 feet to a 1/2 inch iron rod with cap set for the northwesterly corner hereof; THXNCZ, continuing over and across said 412 acre tract, for the northerly line hereof, the following twelve (12) courses and distances: 1) N87039'17"E, a distance of 188.50 feet to a 1/2 inch iron rod with cap Bet for an angle points 2) MV44`11#E, a distance of 194.34 feet to a 1/2 inch iron, rod With cap set -for an angle point; 3) N88052.580E, a distance of 136.07 feet to a 1/2 inchh-iron rod with cap set for an angle point; 4) S82003132"E, a distance of 183.08 feet to a 1/2 inch iron rod with cap set for an angle points 5) S6304012609, a distance of 117.84 feet to a 1/2 inch axon rod with cap set for an angle point; 6) S80054414ffB, a distance of 227.22 feet to a 1/2 inch iron rod with cap set for an angle point; . 7) S5900012309, a distance of 216.92 feet to a 1/2 inch iron rod with cap set for an angle point; 8) 977037'110g, a distance of 255.58 feet to a 1/2 inch iron rod with cap set for an angle point; 9) 554039132mE, a distance of 477.22 feet to.a 1/2 inch iron rod with cap set for an angle points 10) S63002147^E, a distance of 187.36 feet to a 1/2 inch iron rod with cap set for an angle point; 1Z) S810OW 4008, a distance of 187.36 feet to a 1/2 inch iron rod with cap set for an angle point; FN 03 -145 (&&TJ) JUNE 30, 2003 PAGE 4 4F 4 12) S890591370E, a distance of 75.61 feet to the POINT OF BEGINNING, containing an area of 17.170 acres (747,925 sq. ft.) of land, more or less, within these metes and bounds, THAT - REGISTERED PROVESSIOML LAND SURVEYOR, DO HEREBY CERTIFY THE PROPERTY r. • Bilr .Iii• EIN WAS DETERMINED BY A SURVEY MADE ON Ix GROUND UNDER MY DIRECTION ANr SUPERVISION* BURY & PARTNERSo INC. ENGINEERS~SURVEYORS 3345 BEE CAVE••" r SUITE 200 TEXASAUSTINp . LA K Y Exhibit B WOLF RANCH PUBLIC IMPROVEMENT DISTRICT NO. 1 ASSESSMENT PLAN WOLFRANCH: AssessmentOrdinance WOLF RANCH PUBLIC IMPROVEMENT DISTRICT NO. ASSESSMENT Chapter 372 of the Local Government Code of the State of Texas, known as the "Public Improvement District Assessment Act" (the "Act"), authorizes and defines formation of a Public Improvement District within the State of Texas. By action taken by the City Council, on June 22, 2004, the City of Georgetown (the "City") passed Resolution No. 062204-R which authorized the establishment of Wolf Ranch Public Improvement District No. 1 (the "District")within the boundaries set forth in Exhibit "A" attached hereto. In compliance with requirements outlined in various sections of the Act, and pursuant to the Development Agreement (the "Development Agreement") between the City and Forestville Associates, a Maryland General Partnership, whose general partner is Simon Property Group, L.P., a Delaware limited partnership and which is a wholly owned subsidiary of Simon Property Group, Inc., aDelaware Corporation ("Simon") dated September 11, 2003 (the "Development Agreement"), the Assessment Plan for the District is defined herein. The Development Agreement is attached hereto and incorporated herein as Exhibit "B". Section 1 Improvements to be Provided to the District. After analyzing the improvements authorized by the Act, the City, acting through the District, determined that the construction and/or acquisition of the improvements set forth in Schedule I (the "Improvements") which are allowed by the Act should be provided within the Property (as that term is defined in the Development Agreement) and will be of special benefit to the property within the District. The cost of the Improvements shall be paid from the sale of one or more series of bonds or other obligations to be secured in whole or in part from revenues generated from special assessments on certain properties within the District (the 'Bonds"). After completion of the Improvements from time to time and approval of the Improvements by the City, the City will operate and maintain the Improvements at its expense. Section 2. Assessment Plan. After analyzing the assessment methods allowed by the Act, the City has determined that allocating costs according to the following formulas for each of the three types of Improvements made for the District is fair and equitable and is the most reasonable means of allocating the costs of the Improvements including Bond financing costs and other costs directly or indirectly relating to the acquisition, construction, and financing of the Improvements ("Improvement Costs"). The assessment formulas, which are more fully described and subject to certain provisions in the Development Agreement for each type of Improvement to be made within or for the benefit of the District shall be as follows: WOLFRANCH: AssessmentPlan Public Road Improvements Assessment An assessment is hereby levied against property within the District that is not given, dedicated or otherwise conveyed to the City in an amount, on an annual basis as necessary when the 53% of the'/2 cent portion of the City's 4B Sales Tax generated from businesses located on the Property (as such term is defined in the Development Agreement) does not produce revenue sufficient to pay the City's debt service and related reserve funds for the obligations issued by the City to fund the Public Road Improvements (the "Public Road Improvements Obligations") which debt service is further set forth in Exhibit "C". The amount of the assessment shall be determined as of November 30 of each year and shall represent the difference between 53% ofthe '/2 cent portion of the City's 4B Sales Tax generated by the businesses within the Property for the immediately preceding fiscal year ending September 30 and the debt service and related reserves for the Public Road Improvements Obligations for that same fiscal year. Public Utility Improvements Assessment An assessment is hereby levied against property within the District that is not given, dedicated or otherwise conveyed to the City in an amount on an annual basis as necessary when the utility revenues generated from businesses on the Property (as such term is defined in the Development Agreement) does not produce revenue sufficient to pay the City's debt service and related reserve funds for the obligations issued by the City to fund the Public Utility Improvements (the "Public Utility Improvements Obligations") which debt service is further set forth in Exhibit "C". The amount of the assessment shall be determined as of November 30 of each year and shall represent the difference between the amount of the utility revenues generated by the businesses within the Property for the immediately preceding fiscal year ending September 30 and the debt service and related reserves for the Public Utility Improvements Obligations for that same fiscal year. Public On -Site Improvements Assessment In the event the City agrees to purchase the Public On -Site Improvements or refinance certain of its obligations pursuant to Section 3.4.7 of the Development Agreement, an assessment shall be levied against property within the District that is not given, dedicated or otherwise conveyed to the City in an amount, on an annual basis, as necessary when 53% of the 1% portion of the City's sales tax generated from businesses located on the Property (as such term is defined in the Development Agreement) does not produce revenue sufficient to pay the City's debt service and related reserve funds for the obligations issued by the City to acquire and/or reimburse the costs related to certain Public On -Site Improvements (the "Public On -Site Improvements Obligations") which debt service is further set forth in Exhibit "C". The amount of the assessment shall be determined as of November 30 of each year and shall represent the difference between 53% of the City's 1% portion of the sales tax generated by the businesses within the Property for the immediately preceding fiscal year ending September 30 and the debt service and related reserves for the Public On -Site Improvements Obligations for that same fiscal year. WOLFRANCH: AssessmentPlan 2 Section 3. Assessment Roll. The District is described as being those properties more specifically described in Schedule II, and shall be revised as necessary to reflect any parcels sold, given, dedicated or otherwise conveyed pursuant to the Development Agreement. Section 4. Annual Indebtedness. In accordance with Section 372.023 and 372.024 of the Act, the City, acting through the District and at the City's sole discretion, will issue no more than $29,000,000 in bonds or other obligations (the "Bonds"), secured in whole or in part by liens on the revenue generated through assessments within the District. Section 5. Costs. In accordance with Sections 372.023 and 372.024 of the Act, the District will provide for the construction and/or acquisition of the Improvements shown on Schedule I, or, alternatively, for the reimbursement to Simon or the City, for the construction and/or acquisition of the Improvements, as appropriate and in accordance with the Development Agreement, from available cash and/or issuance of the Bonds from time to time in one or more series. The total costs to be assessed are estimated as follows: Total Improvement Costs Bond Issuance, Reserve Fund, Administrative and Related Financing Costs Not to exceed $29,000,000* *Principal amount of bonds, see Schedule I for estimated Improvement Costs and Exhibit "C" for estimated debt service costs for such bonds. Section 6 Maintenance Costs of Improvements to be Paid by City. In accordance with the Act, all State and Federal laws regulating Home Rule Municipalities within the State of Texas and all laws and regulations of the City, the City will provide for the ongoing annual maintenance, operation, and repair of the Improvements from the date of receipt and acceptance of title to the Improvements. No fees or expenses related to the maintenance or repairs of the Improvements shall be due from or collected from property within the District other than those currently provided for under current City laws and regulations for any municipally -owned improvements. WOLFRANCH: AssessmentPlan 3 Section 7a Ownership of Improvements. In accordance with the Act, the City, acting by and through the District, intends to provide for the construction and/or acquisition of the Public Road Improvements and Public Utility Improvements described in Schedule I attached hereto or, alternatively, to provide for the reimbursement to Simon or the City for the construction and/or acquisition of the Improvements as appropriate and in accordance with the Development Agreement. Upon completion of the Public Road Improvements and the Public Utility Improvements, all such Public Road Improvements and Public Utility Improvements, including the land and the facilities and infrastructure thereon, shall be constructed and/or acquired by the City with proceeds of the Bonds and title to the land and Public Road Improvements and Public Utility Improvements shall vest in the City. Any real property conveyed to the City in connection with the Public Road Improvements and Public Utility Improvements shall not be assessed. Pursuant to Section 3.4.7. of the Development Agreement, and except as otherwise provided for in the Target Acknowledgment (recorded at V. P. in the records of Williamson County, Texas), the City has an option to acquire the Public On -Site Improvements. Section 8 L (V of tkssessments. There shall be levied by the City the special assessments for Improvement Costs as set forth in Schedule III attached hereto (collectively, the "Assessments"). Any real property conveyed to the City in connection with the Improvements shall not be assessed. Following a determination of the amount of an Assessment, if any, that must be collected, each annual Assessment shall be due and payable on or before each January 31, thereafter until the Bonds or other obligations, including accrued interest, are paid in full. In the event of a default in payment of any of the sums assessed against the property owners and their property, collection thereof, costs and attorney fees shall be enforced by suit in any Court having jurisdiction or by lien foreclosure or both, in the same manner that an ad valorem tax lien against real property may be enforced by a governing body, pursuant to Section 33.01 et seq. of the Texas Tax Code. Pursuant to the provision of Section 372.018 (b) of the Act, an Assessment may be paid in whole or in part at any time by paying the unpaid amount of the Assessment plus the interest accrued or penalties that have been imposed prior to the date of payment of the Assessment. A delinquent Assessment will accrue interest at the rate of one percent (1%) for each month or portion of a month the assessment remains unpaid after it becomes delinquent. Additionally, a delinquent Assessment shall incur the same penalties and interest as incurred for delinquent taxes, as stated in Section 33.01 et seq. of the Texas Tax Code. 4 WOLFRANCH: AssessmentPlan Section 11 Additional Penalty. If an Assessment remains delinquent on July 1 in the year in which the Assessment became delinquent, there shall be imposed an additional penalty to defray costs of collection if it is necessary for the City to contract with an attorney for the purposes of representing the City in the collection of the delinquent Assessment. The additional penalty shall be fifteen percent (15%) of the delinquent Assessment. Penalties shall not exceed the amount permitted by Section 33.07 of the Tax Code. Section 12 No Discounts or. Split Payments. There will be no split payment of an Assessment or discount for the early payment of an assessment. Section 13. Lien for Collection of Assessments. Assessments together with interest, penalties, and expense of collection and reasonable attorneys fees, as permitted by the Act and the Texas Tax Code shall be a first and prior lien against the property assessed, superior to all other liens and claims, except liens or claims for state, county, school district, or municipal ad valorem taxes, and shall be a personal liability of and charge against the owner of the property regardless of whether the owners are named. The lien for Assessments thereof and penalties and interest is effective from the date of the Ordinance levying the Assessments until the Assessment is paid, and shall be enforced by the City in the manner provided by the Texas Tax Code for collecting ad valorem taxes on real property. Section 14 Appli4 cability of Texas Tax Code. To the extent not inconsistent with the Ordinance levying Assessments (the "Assessment Ordinance"), and not inconsistent with Chapter 372 of the Act or the other laws governing public improvement districts, the provisions of the Texas Tax Code shall be applicable to the imposition and collection of Assessments by the City. Section 15. No Acceleration. Failure to pay an Assessment when due shall not accelerate the payment of any other Assessment and such other Assessment (together with interest thereon) shall continue to be due and payable at the same time and in the same amount and manner as if such default had not occurred. Section 16. Lien Survives Foreclosure. Any sale of property for nonpayment of an Assessment per annum shall be subject to the lien established for the remaining unpaid Assessment against such property and such property may again be sold at a judicial foreclosure sale if the purchaser thereof fails to make timely payment of the nondelinquent Assessment against such property as they become due and payable pursuant to the terms of the Assessment Ordinance and the ordinance authorizing the issuance of the Bonds. NOLFRANCH: AssessmentPlan 5 Section 17. Reassessments. Pursuant to Section 372.020, Texas Local Government Code, the City Council may make a reassessment of a parcel of land if: (1) a court of competent jurisdiction sets aside an Assessment against the parcel; (2) the City Council determines the original assessment is excessive; or (3) on the written advice of counsel, the City Council determines that the original Assessment is invalid. WOUPLANCH: AssessmentPlan 6 Exhibit A District Boundaries WOLFRANCH: AssessmentPtan � � N -; .0 u x A-1 AH or pans of the tat on this ppq = ME 100.676 ACRES WOLF RANCH SUBDIVISION Is r FN NO. 03-128(JJM) JUNE 12, 2003 BPI JOB NO, 1262-01 i off • f • r • r i • r;,t f i r•t • r .. i 1 t• ■ f• t M • • a# r , .• • +W` .• • + t • ! • • Ott w !_ t t i ' • ! t f f't • • .. • ! M. Jt ••r t • •r. s n i �+t .• �r• n f - . � + - .r �, !• 'Jit • ! '.ri G• ! • .•n CO MRNCINGs at a concrete highway monument found at the southwesterly intersection of Interstate Highway 35 (R,O.W, Varies) and State Highway 29 (100' Roo-wW.), being the northeasterly corner of a remaining portion of said 412 acre tract; TMMMV 801.07'26®W, leaving the southerly right-of-way line of State Highway 29, along the westerly right-of-way line of Interstate Highway 35, a distance of 175.29 feet to a 1/2 inch iron rod with cap not for the Pox= or szG3 iN=23Ga and the northeasterly corner hereof; 2f3M=. continuing along the westerly right-of-way line of Interstate Highway 35, being the easterly line of the remainder of said 412 acre tract and hereof, the following three (3) courses and distances: 1) SO1007'26"W, a distance of 523.37 feet to a concrete highway monument found at the point of curvature of a non -tangent curve to the left; 2) Along said non -tangent curve to the left having a radius of 4119.70 feet, a central angle of 16048'18.4, an arc length of 1208.32 feet and a chord which bears S060399251E, a distance of 1203.99 feet to a concrete highway monument found at highway PT -Station 900+20.69 for the end of said curve; 3) S15003'36"E, passing at a distance of 302.00 feet a 1/2 inch iron rod with cap set for reference, and continuing for a total distance of 604.28 feet to a calculated point in the centerline of the South San Gabriel River for the southeasterly corner of the remainder of said 412 acre tract and hereof, same being the northeasterly corner of Lot 1, Block "A" South Fork Apartments, a subdivision of record in Cabinet F. Slides 341-342 of the Plat Records of Williamson County, Tess; FN 03-128(JJM) JUNE 12, 2003 PAGE 2 OF 3 THENCE, leaving the westerly right-of-way line of Interstate Highway 35, along the centerline meanders of South San Gabriel River, being the southerly line of said 412 acre tract and hereof, and in part the northerly line of said Lot 1 South Fork Apartments, in part the northerly line of those certain tracts of land conveyed to R.W. Pearce by deed of record in Volume 695, Page 347 and Volume 635, Page 907, both of said Official Records, in part the northerly lines of Lots 24-30 San Gabriel Heights Section Four, a subdivision of record in Cabinet C, Slide 224 of said Plat Records, and in part the northerly lines of Lot 2 Resubdivision of San Gabriel Heights Section Six,• a subdivision of record in Cabinet P, Slide 247 of said Plat Records, the following nineteen (19) courses and distances: 1) N82031135"W, a distance of 148.00 feet; 2) W699N2' 09"W, a distance of 186,00 feet; 3) N60055'310W. a distance of 75.00 feet; 4) N54021'290W, a distance of 114.00 feet; 5) N30022132OW, a distance of 56.00 feet; 6) N54016127"W, a distance of 81.00 feet; 7) N42036f13OW, a r1iAtance of 334.00 fest; 8) N50045'39"W, a distance of 181.00 feet; 9) N70059102"W, a distance of 221.00 feet; 10) S821147111"W, a distance of 243.00 feet; 11} S77017'21"W, a distance of 140.00 feet; 12) S65006116^W, a distAnaP of 131.00 fQet_; 13) S45007'52"W, a distance of 59.00 feet; 14) S71038'249W, a distance of 209.00 feet; 15) S57001'55"W, a distance of 155.00 feet; 16) S71036117"W, a distance of 56.00 feet; 17) S87033'51"W, a distance of 156.00 feet; 18) S86018'35"W, a distance of 82.00 feet; FN 03-128(JJM) JUNE 12, 2003 PAGE 3 OF 3 19) S69'23'45"W, a distance of 45.05 feet to the southwesterly corner hereof, being in the northerly line of said Lot 2 Resubdivision of San Gabriel Heights Section Six; THENCE, NO2021'160W, leaving the centerline meanders of the South San Gabriel River, over and across said 412 acre tract for the westerly line hereof, passing at a distance of 126.00 feet a 1/2 inch iron rod with cap set for reference, again passing at a distance of 671.00 feet a cotton spindle set for reference, and continuing for a total distance of 2128.80 feet to a 1/2 inch iron rod with cap set in the southerly right-of-way of State Highway 29, being the northerly line of said 412 acre tract for the northwesterly corner hereof, from which a concrete highway monument found in the southerly line of State Highway 29, being in the northerly line of Lot 1 Legend Oaks Section II, a subdivision of record in Cabinet 1, Slide 269 of the Plat Records of Willfaiison County, Texas, bears S870381441W. a distance of 891.29 feet; N87°38'44"'8, along the southerly right-of-way line of State Highway 29, being the northerly line of said 412 acre tract and hereof, a distance of 1884.43 feet to a 112 inch iron rod with cap set, from which a 1/2 inch iron rod found at the southwesterly right of way cut-back corner of state highway 29 and Interstate Highway 35 bears N87038144"E, a distance of 175.29 feet; TmWCE, leaving the southerly right-of-way line of State Highway 29, over and across said remaining portion of 412 acre tract, the following two (2) courses and distances: 1) S02021'160E, a distance of 257.34 feet to a 1/2 inch iron rod with cap set; 2) S88052134"E, a distance of 256.34 feet to the POINT OF BEaiMWW, containing an area of 100.676 acres (4,385,447 8qo ft.) of land, more or less, within these metes and bounds. THAT I, JOHN T. BILNOSKI, A REGISTERED PROFESSIONAL LAND SURVEYOR, DO I EREBY CEWLSI 'Y 1TW-V THE PROPERTY DESCRIBED HEREIN WAS DETERMINED BY A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. a BURY & PARTNERS, INC. i-+' �' Fo• ENGINEERS -SURVEYORS JOHN T. BILNOSKI' 3345 BEE CAVE RQAD, SUITE 200 R.P.' .S. NO. 4998 AUSTIN, TEXAS 78746 STATE OF TEXAS f• • g 4998 ,?, 17.170 ACRES PORTION OF WOLF TRACT SIMON PROPERTY GROUP FN N0. 03-145(M70r) JUNE 30, 2003 BPI JOB NOr 1252-01.20 .. ••- • • -r •:v r. ,tat• •- r• �• •- ,; .• •^ t: t 'qtr •- •-t •- • ••• •t t ` rpt ! • �' • .: •.! ! t �'" �' • !. .:. t t : art- - ii �: t a • rr - ♦ • ,, f at a concrete highway monument found at the southwesterly • of a Highway• • State • « (10 01 • *Wo) r being the northeasterly cornerof -m • r« portion of said 412 acre THXNM, leaving the southerly line of State Highway 29j, alcag tj in westerly right�of �way line of interstate Highway 35, being tha; easterly line of the ♦ _ of said 412 acre tract, _ following - (3) courses ..r. • distancese S01007126OW, a distance of ' feet • _ _ ♦ r highway monument found at curve to the left* the point of curvature of a norj�tangmt 2) Along said non�tanqent curve to the left having a radjus.of tcentralr • of _ • arc length of 1208.32 feet and a chord which • f • - toconcrete bears • is I:w f '• f _ .2found at highway PT�Station 900+20.69 for the emd of said curve, tdistance of cornerwith cap set for the PDXXT OF BEGMMIM and northeasterly hereofi TMMCZ,r S15°03136*E, continuing along the westerly right-of-way line of Interstate Highway 35, being the easterly line of the remainder of said 412 acre tract and the easterly line hereof, a distance of 368.16 feet. to a point at or near the centerline of the South San Gabriel River, for the southeasterly comer of the remainder of said 412 acre tract and the southeasterly corner hereof, same being the northeasterly corner of Lot 1, Block %Ar South Fork Apartments, a subdivision of record in Cabinet F, Slides 343.-342 of•the Plat Records of Williamson County, Texas; FN 03-145 (MJJ) JUNE 30, 2003 PAGE 2 of 4 THSN'c8, leaving the Westerly, right-of•way line of Interstate Highway 35, along the centerline meanders of the South San Gabriel River, being the southerly line of said 412 acre tract and the southerly line hereof, and in part the northerly line of said Lot 1 South Fork Apartments, in apart the northerly line of those certain tracts of land conveyed to R.W. Pearce by deed of record in volume 695, Page 347 and Volume 635, Page 907, both of said official Records, in part the northerly linea of Lots 24-30 San Gabriel Heights section Four, a subdivision of record in cabinet e, Slide 224- of said Plat Records, and in part the northerly line of Lot 2, Resubdivision of San Gabriel Heights Section Six, a subdivision of record in Cabinet P. Slide 247 of said Plat Records, the following nineteen (19) courses and distances: I) X82031"35"W, a distance of 148.00 feet; 2) N69052109"W, a distance of 186.00 feet; 3) X60655031NN, a distance of 75.00 feet; 4) NW211129AW, a distance of 114.00 feet; 5) N300220320W, a distance of 56.00 feet; 6) X54016"27"W, a distance of 81.00 feet, 7) N420W 1301W, a distance of 334.00 feet; 8) H50045139RW, a distance of 181.00 feet; 9) N700591020W, a distance of 221.00 feet; 10) S82047111xW, a distance of 243.00 feet; 11) S7701712lwW, a distance of 140.00 feet; 12) S650061160W, a distance of 131.00 feet; 13) S45007'S20W, a distance of 59.00 feet; 14) S71038124"W, a distance of 209.00 feet; 15) S570020550W, a distance of 155.00 feet; 16) S71036'17"W, a distance of S6.00 feet; 17) S870331519W, a distance of 156.00 feet, 18) S86018135"W, a distance of 82.00 feet, FN 03-145(MJJ) JUNE 30, 2003 PAGE 3 OF 4 19) 569023"45"W, a distance of northerly line of said Lot Heights section Six, for the 45.05 feet to a point in the 2, Resubdivision of San Gabriel southwesterly corner hereof; TM NCR, NO2021'16"W, leaving the centerline meanders of the South San Gabriel River, over and across said 412 acre tract for the westerly line hereof, passing at a distance of 126.00 feet a 1/2 inch iron rod with cap set for reference and continuing for a total distance of 614:21 feet to a 1/2 inch iron rod with cap set for the northwesterly corner hereofw :Econtinuing over and across said 412 acre tract,, for the northerly linehereof,. twelve (12) courses and distanceso 1} N870391170E, a distance: of 188.50 feet to a 1/2 inch iron rod with cap set for an angle points pointJv 2) N7764VI10E, a distance of 194.34 feet to a 1/2 inch iron rod with cap set Tor an angle. r a of i • t*iron•• with cap set for. pointl 4) S82003'32xE, a distance of 183.08 feet to a 1/2 inch iron rod with cap set for an acgle point; 5) S63°40'26418, a distance of 117.84 feet to a 1/2 inch iron rod with cap set for an angle point; S800541141B, a distance of 227.22 feet to a 1/2 inch rr rod with cap set for• - •• 7) S5900012308, a distance of 216.92 feet to a 1/2 inch iron rod with cap set for an angle point; 8) 5770371110S, a distance of 255.56 feet to a 1/2 inch iron rod with cap set for an angle point; 9) S540391329E, a distance of 477.22 feet to.a 1/2 inch iron rod with cap set for an angle points 10) S63002'47"E, a distance of 187.36 feet to a 1/2 inch iron rod with cap set for an angle point, 11) S81°00'400E, a distance of 187.36 feet to a 1/2 inch iron rod with cap set for an angle point; FN 03-145 (MJJ) JUNE 30, 2003 PAGE 4 OF 4 12) 589059137"2, a distance of 75.61 feet to the POINT OF BEGINNM;G, containing an area of 17.170 acres (747,925 sq. ft.) of land, more or lees, within these metes and bounds. SUPERVISIONSTHAT I, MJMK Jo JEZISEK, A REGISTERED PROFESSIONAL LAND SURVEYOR,. DO HEREBY CERTIFY THAT THE PROPERTY DESCRIMM HEREM WAS DETERMINED BY A SURVEY MADE ON THE GROUND UNDER MY DIRECTIM AND .y r ryt• r • r 3345 E: CAVE '• i SUITE 200 TEXASAUSTINr • :i 0 WOLFRANCH! AssessmentPlan Exhibit B Development Agreement B-1 O C�3CI8 ,48 3'9 P 9 S DEVELOPMENT • FORESTVILLE ASSOCIATES,. COUNTY OF WILLIAMSON § MARYLAND GENERAL PARTNERSHIP CITY OF i OWOLFRANCH day of This evelopment Agreement (the "Agreement"} is enotfrGeoir etown, a Texas Horne 2003, by and between the City g Rule unicipal Corporation ("City") and FORESTVILLE ASSOCIATES, a Maryland General Partnership, whose general partner is Simon Prope of Simon o� rtDeGroup, e limited partnership, and which is a wholly owned subsidiary p y Inc., a Delaware corporation ("Simon"). VVIiEREAS, Simon has a contract to purchase that certain comer of IH 35 S and SH 29 W,land (the "Property"} generaldd ly located at the southwest c Exh�ii`� ch is attached hereto and incorporated more specifically described on herein for all purposes as if set forth In full, and WTIEREAS, Simon has proposed to construct or cause to be constructed on the Property an open air retail/entertainment/commercial facility with a maximum of 850,000 square feet of retail/entertainment/commercial space, four Neighborhood Amenity Areas, and adjacent parkland as permitted by and described in the PUD Zoning Ordinance, Ordinance No. 200347 (the "Project"); and WHEREAS, the purpose of this Agreement is t�alrGovernment Codeote new �ART. 5190 6 TEx. c development as contemplated by Chapter 380 of the Texas Lo and Chapter 311 of the REV. Clv, STAT. ANN. (Vernon Is 1987 and Vernon's Supp. 2003 ) p Texas Tax Code, whereby Simon will construct, develop andpe ning operate Project development the Project to be operated, in conformance with the City approvals for the Project, and the City will participate in the funding of certain roadway, utility, and on-site public improvements in accordance with the terms of this Agreement; va.IEREAS, development of the Project requires the cooperation and participation of the City, the City of Round Rock, the Texas Department of Transportation (TxDOT) and Simon. The coordinated responsibilities of Simon, the City, and Round Rock may be set forth in a Memorandum of Understanding or an Interlocal Agreement. The responsibilities of the City and TxDOT are to be set forth in one or more Advanced Funding Agreement(s) for Voluntary Transportation Improvement Projects; and WHEREAS, Simon has advised City that in addition f factor thatic wouldUtilityand Public Road Improvements described herein, Simon to develop the Project would be the creation of a tax increment reinvestment zone and an agreement by City to provide a performance basedd economic development grant Simon Development Agreement for Wolf Ranch Page 1 of 2301050YI MCC Aft ('n pn=z o the i At on s pa was not to Simon to defray a portion of the costs to be incurred by Simon as a consequence of developing and constructing the Project; and WHEREAS, City is authorized by Article III, Section 52-a of the Texas Constitution, Section 380.001 and Chapter 395 of the TEx. Loc. Gov'T CODE, and the Development Corporation Act, ART. 5190.6 TEx. REv. CIV. STAT. ANN. (Vernon's 1987 and Vernon's Supp. 2003) to establish economic development programs and to provide grants for economic development; and V*rHEREAS, City, after due and careful consideration and pursuant to its standards for determining benefits in Principals for Economic Development Incentives adopted by the City Council on February 11, 2003, has determined that providing economic development incentives will further the public purposes and economic development goals of the City (including growth of the City, increasing the City's real estate tax assessment values and sales tax revenues, and providing increased employment opportunities and jobs). Furthermore, the City *has determined that the Project addresses the needs identified in its November 2001 Citizen Survey, including its first priority of expanded retail selection, its second priority of improving traffic conditions, and the.other priorities of increasing employment opportunities and increasing green space and park lands; and WHEREAS, City has further determined that development of the Property will not occur solely through private investment in the reasonably foreseeable future and the Property is predominately open and, because of obsolete platting, deterioration of structures or site improvements, or other factors, substantially impairs or arrests the sound growth of the City. NOW THEREFORE, for and in consideration of the promises and mutual agreements set forth therein, the City and Simon hereby agree as follows: 1, Notice to Proceed and Authorization to Expend Funds 1.1 Pre Closing. (a) Simon recognizes that it is desirable for the City to commence certain engineering design activities before Simon closes on the Property in order to maximize the ability of the Project to open to the public on the anticipated schedule. Simon agrees to fund such work (as Simon in its sole discretion may approve for such advance funding) and the City and Simon agree to memorialize same in one or more letter agreements between the City and Simon. (b) Simon and City also recognize that it is desirable for the City to commence certain preliminary activities related to bond or other financing initiatives and to commence the preliminary work necessary to create the Public Improvement District and Tax Increment Financing District described herein prior to Simon closing on the Property. Simon agrees to fund such work (as Simon in its sole discretion may approve for such advance funding) and the City and Simon agree to memorialize same in one or more letter agreements between the City and Simon. Simon Development Agreement for Wolf Ranch Page 2 of 23 (c) Any advance funding commitments made by Simon under subsections (a) and (b) above shall be recognized as inducement costs to be reimbursed or repaid from the proceeds of bonds or other financing when such funds may become available. 1.2. Post Closing. The rights and obligations of Simon set forth in Paragraph 2 herein and the rights and obligations of the City set forth in Paragraph 3 herein shall be of no force or effect unless and until each of the following conditions is met by Simon: (a) Within six (6) months of the date of this Agreement, subject to force majeure, Simon has acquired fee title to the Property and has notified City of such land acquisition; and (b) Within six (6) months of the date of Simon's acquisition of the Property, Simon has delivered a Notice to Proceed to the City which complies with the following terms and conditions:{1} states that Simon shall commence construction of the Project, subject to force majeure, within forty-five (45) days of the date of such Notice to Proceed, (2) states that Simon shall comply with the construction schedule, subject to force majeure, attached hereto as Exhibit B, as the same may be amended from time to time upon mutual written agreement of the City and Simon; and (3) states that Simon agrees to defease the bonds or otherwise reimburse the City for any expenses, costs, debt service and other financing costs that the City has incurred in reliance on Simon's representation of completion of the Project. The latter commitment may take the form of a guaranty between Simon and. a lender on the Project to which the City is made a beneficiary, or by naming the City as an obligee on any bonding of the Project, or such other method that is acceptable to the City and that provides the City with a direct remedy in the event of Simon Is failure to construct and operate the Project as required herein. 2. Rights and Obligations of Simon 2.1. Compliance with Development Re�mulations and11 Other Ordinances. Except for construction of the Public Road Improvements and Public Utility Improvements as defined herein, Simon and occupants at the Project shall comply with the City's development approval processes and shall develop the Project on the Property consistent with the City's Unified Development Code, the City" approved PUD zoning ordinance for the Property, City -approved development plans, and other City development requirements. In addition to the obligations stated in this Agreement, Simon shall comply with 13.08 "Subdivision Improvement Guaranty" of the Unified Development Code. Simon and occupants at the Project shall also pay the applicable, normal and ordinary utility connection fees, tap fees, and monthly utility charges for utilities sized for the Project, as set forth in the City's Code of Ordinances as the same may be amended from time to time by the City. Simon shall also pay, or cause to be paid, the impact fees in effect as of the date of this Agreement. Simon Development Agreement for Wolf Ranch Page 3 of 23 2.2. Construction of Proiect. Simon shall construct the Project, or cause the Project to be constructed, including the Public On -Site Improvements (defined below), subject to force majeure, in accordance with the PUD Zoning Ordinance for the property (including the Master Signage Plan) and the schedule attached hereto as Exhibit .8, as such schedule may be amended from time to time upon mutual written agreement of the Parties. 2.3. Dedication of Parkland Access to Parkland. To implement an identified priority City's request, Simon shall cooperate to from the Citizen Survey and at the execute the documents required to convey the 17 veto (ani i °o�ora ed herein as scribed on ExfiJ C of this Agreement, which is attached h to if set forth in full, to the City or to the Texas Parks and Recreation Foundation future be held in trust for the benefit of the City as directed by the City. At a e date, the City intends to construct a hike -and -bike trail along the north side of the south San Gabriel River within the 17 -acre parkland site in accordance with the approved Parks Masten Plan. Simon shall post the land to be designated as assing" signs. Public access to the Parkland shall be parkland with "No Tresp limited in accordance with the PUD Zoning Ordinance for the Property. 2049 City Office Space. Simon shall include in its Project plans, at no cost to the City, physical office space in the Project for a City Police Departmentra City tour substation and ism for the display of City tourism literature (including space department employee or volunteer), and shall allow the City to place signage on the entrance to such office space and on other general signage kiosks in the Project indicating the location of the City office within the Project. In addition, rism brochures and informational literature Simon agrees to allow the City's tou to be placed at kiosks (or other dedicated locations) within the Project as Simon may from time to time provide. 2.5. Utility Services for the Prapert� Simon shall obtain the electric, water, wastewater and irrigation water (if needed to supplement existing wells on the Property) from the City for the Project on the Property. In addition, Simon agrees to design and construct, or cause to be designed and constructed, the public water improvements and dedicate same to the City at no cast to the City. imon shall 2.6. Electric Utilit Services for the Simon Round om etitiveasrates eandSClty rates obtain electric service from the City at substantially similar to those applicable to others in the City's electric service area for its proposed project located Roadound ock, Texas and VVestinghouselRoadawhi h on the East side of IH 35 S. between Chandler is located in the City's electric service area. 2.7. Reinvestment Zone (" 11KG- )1 lt'CL.. Simon Development Agreement for Wolf Ranch Page 4 of 23 2.7.1. TIRZ. Within thirty (30) days after receiving a written request from the City, and in order to provide additional financial security for the obligations undertaken by the City pursuant to this Agreement, Simon shall submit a petition to the City requesting creation of a Tax Increment Reinvestment Zone on the Property pursuant to Chapter 311 or 312 of the Texas Tax Code. In the alternative, Simon acknowledges that the City may create a TIRZ on the Property on its own motion. The City agrees to provide Simon with notice regarding creation of a TIRZ and Simon, its successors and assigns, further agrees to cooperate with the City in creation of the TIRZ, including waiving its rights to contest the TIRZ project plan and financing plan; provided that the TIRZ project plan and financing plan are consistent with the purposes of this Agreement. 2.7,2. PID. Within thirty (30) days after receiving a written request from the City, and in order to provide additional financial security for the obligations undertaken by the City pursuant to this Agreement, Simon shall petition the City for the creation of a Public Improvement District pursuant to Chapter 372 of the Texas Local Government Code for the Property. All assessments of the PID shall be for the purpose of and in the amounts sufficient to secure the City's Share of the Public Road Improvements Obligations, Public Utility Improvements Obligations, and the Public On -Site Improvements Obligations (as those terms are defined herein) as the City, at its sole discretion, determines to be necessary. Simon hereby specifically agrees that any portion of the Property that is given, dedicated, or otherwise conveyed to the City shall be assessed at zero percent (0%), or excluded from the PID, at the discretion of the City. Simon fiarther agrees to cooperate with the City in formation of the PID, including waiving its rights to contest the PID assessments, service plan, and allocation of benefits to the Property, provided that the planned allocation of benefits is consistent with the purposes of this Agreement. The City and Simon agree that the PID Service and Assessment Plan shall provide that assessments shall be levied against the Property as follows: 2.7.2.1. Public Road Improvements Assessment. An assessment shall be levied against the portions of the Property that are not sold as authorized under Section 2.8 of this Agreement and that are not given, dedicated or otherwise conveyed to the City when, on an annual basis, 53% of the % cent portion of the City's sales tax (the "411 Sales Tax' generated from businesses located on the Property does not produce revenue sufficient to pay the City's debt service and related reserve funds for the obligations issued by the City to fund the Public Road Improvements (as defined herein) (the "Public Road Improvements Obligations"). Any reserves funded in connection with the Public Road Improvement Obligations shall be in such amount, as the City, in its sole discretion, determines to be necessary but not in excess of the maximum annual debt service Simon Development Agreement for Wolf Ranch Page 5 of 23 on the Public Road Improvement Obligations. The amount of the assessment shall be determined as of November 30a' of each year and shall represent the difference between the amount of the 4B Sales Tax generated by the Property for the immediately preceding fiscal year ending September 30`h and the debt service and related reserves for the Public Road Improvements Obligations for that same fiscal year. At the time of sale or closing of the Public Road Improvements Obligations, the City shall provide Simon with a copy of the Official Statement or other documentation evidencing the terms and conditions of such obligation. If the obligation is refunded or refinanced, Simon shall be notified and receive documentation. 2.7.2.2. Public Utility Improvements Assessment. An assessment shall be levied against the portions of the Property that are not sold as authorized under Section 2.8 of this Agreement and that are not given, dedicated or otherwise conveyed to the City when, on an annual basis the utility revenues generated from businesses located on the Property (the "Utility Revenues") do not produce revenue sufficient to pay the City's debt service and related reserve funds for the obligations issued by the City to fund the Public Utility Improvements (as defined herein) (the "Public Utility Improvements Obligations"). Any reserves funded in connection with the Public Utility Improvements Obligations shall be in such amount as the City, in its sole discretion, determines to be necessary, but not in excess of the maximum annual debt service on the Public Utility Improvements Obligations. The amount of the assessment shall be determined as of November 30`h of each year and shall represent the difference between the amount of the Utility Revenues generated by the Property for the immediately preceding fiscal year ending September 30`h and the debt service and related reserves for the Public Utility Improvements Obligations for that same fiscal year. At the time of sale or closing of the Public Utility Improvements Obligations, the City shall provide Simon with a copy of the Official Statement or other documentation evidencing the terms and conditions of such obligation. If the obligation is refunded or refinanced, Simon shall be notified and receive documentation. 2.7.2.3. Public On-Sit_eImprovements Assessment. In the event the City exercises its option pursuant to Section 3.4.7 of this Agreement, an assessment shall be levied against the portions of the Property that are not sold as authorized by Section 2.8 of this Agreement and that are not given, dedicated, or otherwise conveyed to the City when, on an Simon Development Agreement for Wolf Ranch Page 6 of 23 annual basis, 53% of the City's 1% portion of the sales tax generated from businesses located on the Property does not produce revenue sufficient to pay the City's debt service and related reserve funds for any obligations issued by the City to acquire and/or reimburse the costs related to certain Public On -Site Improvements (as defined herein) (the "Public On -Site Improvement Obligations"). Any reserves funded in connection with the On Site Improvement Obligations shall be in such amount as the City, in its sole discretion, determines to be necessary, but not in excess of the maximum annual debt service on the On -Site Improvement Obligations. The amount of the assessment shall be determined as of November 30th of each year and shall represent the difference between 53% of the City's 1% portion of the sales tax generated from the Propey for the immediately preceding fiscal year ending September 30'h,and the debt service and related reserve funds for the On Site Improvement Obligations for that same fiscal year. At the time of sale or closing of the On -Site improvement Obligations, the City shall provide Simon with a copy of the Official Statement or other documentation evidencing the terms and conditions of such obligation. If the obligation is refunded or refinanced, Simon shall be notified and receive documentation. 2.8. Ownership of the Property and Leasing Obligations. Except for the adjacent outlots to be sold to restaurants or similar businesses and three (3) other portions of the Property to be sold by Simon to major anchor stores, t le , Simon for the greeerm that it shall own the remainder of the Property P Agreement, subject to the provisions of Section 6.6 of this Agreement. Consistent with the City identified priority of increased retail selection, with regard to leased portions of the Property, Simon shall use all commercially reasonable efforts applicable to projects similar in nature, market type, and market share to the Project to keep the leased portions of the Property fully leased, and to use its commercially reasonable efforts to release any terminated or expired leases within a reasonable time after the termination or expiration thereof. With regard to sold portions of the Property, Simon agrees that if the businesses thereon are vacated or otherwise not generating sales tax revenue, then Simon shall use all commercially reasonable efforts to include in leasing or sale documents a provision for an option to purchase or right of first refusal, or other means available to it to purchase such prtions ofefforts to ensure that sales taxesth Property aregenerated as soon commercially reasonable as possible. 2.9. Neighborhood E Dowerment Zone. Simon acknowledges that the City may create a Neighborhood Empowerment Zone (the "Zone") pursuant to Chapter 378 of the Texas Local Government Code, and that such Zone may include the Property and other areas of the City where the City Council determines that Simon Development Agreement for Wolf Ranch Page 7 of 23 creation of a zone would increase economic development. Simon hereby agrees to cooperate with the City in creating the Zone, and further agrees that the City may make whatever benefits available to the properties in the Zone as the City, in its sole discretion, may desire and as may be authorized under Chapter 378. Simon and its successors in interest to the portions of the Property sold as authorized by Section 2.8 of this Agreement also specifically agree to waive their rights to receive any benefits made available to other properties in the Zone, as long as the terms and conditions of this Agreement are met. 2.10. Utility Security. Before the City expends funds or issues debt or undertakes any other financial obligations to finance Public Utility Improvements under this Agreement, Simon at its election, and subject to approval by the City, shall deliver to the City a Letter of Credit in favor of the City, or shall escrow cash deposits, or shall prepay utility fees in order to secure interim utility obligations. Such security shall remain in full force and effect until the PID described in Section 2.7.2 of this Agreement is created and the assessment ordinance approved by the City as indicated by a letter of release delivered by the City to Simon. 2.11. Attornevs Fees and Expert Fees. Simon agrees to reimburse the City for the following costs not recoverable from bond issues: reasonable attorneys' fees, expert or consultant fees, staff time, and expenses related to this Agreement, and all work completed and directly related to the creation and operation of a PID and/or the TIRZ on the Property. Invoices for such work shall be paid by Simon within forty-five (45) days after receipt. 2012, Cooperative Marketing. Simon and the City hereby agree to cooperate on joint marketing efforts, and Simon hereby specifically agrees to include at the Project signage and/or references, directions, and/or maps to other locations of interest in the City of Georgetown or downtown special events on kiosks or other appropriate locations designated by Simon and consistent with the approved Master Signage Plan. Such signage shall include, at a minimum, directions to the City downtown square. In addition, Simon agrees to cooperate with the City in joint marketing and tourism promotion efforts, including but not limited to, on- site marketing of downtown; joint recruitment efforts (sending those tenants who might not fit/work at Simon to downtown); promotion and coordination of events; sharing of information on developers who might invest in downtown; linking for appropriate trade shows; and sharing of expertise on trends and display of goods. In addition, for City -sponsored special events, Simon agrees that signage for those events may placed on the Property in a manner that is consistent with the City's ordinance for such signs/signage at the Project, at no cost to Simon. Location and number of such signage shall be approved by Simon. Simon Development Agreement for Wolf Ranch Page 8 of 23 3. Rights and Obligations of the City In consideration of Simon's compliance with the terms of Sections 1 and 2 of this Agreement, the City agrees as follows: 3.1. Public Road Improvements. Only after the City's 4B Corporation, known as the Georgetown Transportation Enhancement Corporation (GTEC), the City Council, and the Texas Department of Transportation (TxDOT) have each approved or executed (as appropriate) an Advanced Funding Agreement for Voluntary Transportation Improvements for Public Road Improvements and related utilities on SH 29 and IH 35S, the City agrees to fund the construction of the Public Road Improvements described on Exhibit D (the "Public Road Improvements"). However, Simon and the City specifically, agree that in no event shall the City's share of the cost of the Public Road Improvements exceed $10.5 Million before financing costs (the "City's Share of Public Road Improvements"). Neither the City nor GTEC shall be responsible for funding any of the Public Road Improvements in excess of the City's Share of Public Road Improvements, and if the City's Share of Public Road Improvements and/or funds from TxDOT are not sufficient to fund the entire cost of completion of each of the Public Road Improvements, then Simon shall fund or cause to be funded 100% of the remainder of the cost of such Public Road Improvements. Simon hereby acknowledges that the City's agreement of fund the Public Road Improvements is subject to the City's ability to issue bonds or other obligations which are subject to approval of the Attorney General of the State of Texas. 3.2. Public Utility Improvements. The City agrees to design and construct the public wastewater and electric improvements described on Exhibit E (the "Public Utility Improvements") and to fund Simon's construction of the public water improvements described on Exhibit E. However, Simon and the City specifically agree that in no event shall the City's share of the cost of the Public Utility Improvements exceed $3.5 Million before financing costs (the "City's Share of Public Utility Improvements"). The City shall not be responsible for funding any of the Public Utility Improvements in excess of the City's Share of Public Utility Improvements. If the City's Share of Public Utility Improvements is not sufficient to fund the costs of completion of each of the Public Utility Improvements then Simon shall fund or cause to be funded 100% of the remainder of the cost of such Public Utility Improvements. Simon hereby acknowledges that the City's agreement to fund the Public Utility Improvements is subject to the City's ability to issue bond or other obligations which are subject to approval of the Attorney General of the State of Texas. Simon Development Agreement for Wolf Ranch Page 9 of 23 3.3. Public On -Site Improvements, 3.3.1. General. Simon shall design and construct the public on-site improvements described on Exhibit F (the "Public On -Site Improvements"). In accordance with the terms, conditions, and schedule in this Section and in Exhibit F, attached hereto, the City agrees to make economic development incentive payments to Simon for the costs of constructing the Public On -Site Improvements in an amount not to exceed $15 Million before financing costs (the "City's Share of the Public On - Site Improvements"). If the actual cost of the Public On Site Improvement, including costs associated with value engineering and other expenses associated with achieving cost savings is less than $15,000,000, then the City's Share of the Public On -Site Improvements shall be automatically reduced by an amount that is equal to 50% of such savings, and all references in this Agreement to the City's Share of the Public On- site Improvements shall refer to such reduced amount, and the percentage of the annual 1% sales tax revenue used to make the performance based economic development incentive grant payment shall be reduced in proportion to the reduction in the City's Share of the Public On -Site Improvements. 3,4. Performance Based Economic Development Incentive Grant Payments 3.4.1. Need For Pam. Simon has represented to the City, and the City acknowledges that it has been informed, that the acquisition of the Property and development of the Project as provided in this Agreement can only occur in conjunction with the creation of the TIRZ and the performance based economic incentive grant payments available under this Agreement. 3.4.2. Source of Funds for the Performance Based Economic Development Incentive Grant Payments. Subject to the provisions of Section 3.4.6, the performance based economic incentive grant payments to be made to Simon by the City shall be subject to annual appropriations by the City and shall be payable, if paid, solely from annual sales taxes received by the City as described in this Section and as authorized by Article III, Section 52-a of the Texas Constitution or Chapter 380 of the Texas Local Government Code or any other economic development or financing programs authorized by statute or home rule powers of the City under applicable Texas law, subject to any limitations or procedural requirements contained therein. The amount and source of the performance based economic development incentive grant payment in any year shall not exceed an amount equal to 53% of the 1% sales tax generated and actually received by the City in the then current fiscal year from businesses in the Project located on the Property. Simon shall comply with the requirements of Exhibit "F" with regard to obtaining Simon Development Agreement for Wolf Ranch Page 10 of 23 Waivers of Sales Tax Confidentiality from businesses located in the Project on the Property, and the sales tax calculations referenced herein shall be based on information provided to the City by the Texas Comptroller of Public Accounts, 3.4.3. Interest. No interest on the economic development incentive grant payments for the Public On -Site Improvements described in this Section 3.4.3 shall accrue under this Agreement until the day that is one day after the first performance based economic development incentive grant payment is made by the City to Simon pursuant to Section 3.4.5 of this Agreement. The sole source of funds for such performance based economic development incentive grant payments shall be from 53% of the 1% portion of the sales tax generated and actually received by the City in the then current fiscal year and by businesses in the Project located on the Property up to the amount of $15 Million (plus simple interest at a rate of 10% per year, with no interest to accrue on the interest) or for a period not to exceed twenty (20) years following the date of the first payment pursuant to Section 3.4.5, whichever shall first occur. Any performance based economic development incentive grant payments yet to be paid on the date that is twenty (20) years after the date of the first such payment under Section 3.4.5 shall be deemed unearned and the City shall have no further obligation to Simon for same. 3.4.4. Principal Reduction. The first two performance based economic development incentive grant payments paid by the City to Simon shall be applied to principal reduction of the City's Share of the Public On -Site Improvements. Thereafter, the remaining principal balance of the City's Share of the Public On -Site Improvements shall be amortized in equal installments for the remaining years as described in Section 3.4.6 of this Agreement. . 3.4.5. Time of First Payment. The first performance based economic development payment is due by December 31st following the first fiscal year (ending September 30) of receipt of the sales taxes generated from the businesses located in the Project on the Property. 3.4.6. Expiration of Payment Requirement. The City's obligation to make economic development incentive payments to Simon for the Public On- site Improvements shall expire upon the earlier of (i) payment to Simon of $15 Million (plus simple interest at a rate of 10% per year, as described in Section 3.4.3 of this Agreement, with no interest to accrue on the interest), or (ii) the date that is 20 years following the date of the first payment pursuant to Section 3.4.5 above. Any performance based grant payments yet to be paid after the end of the 20 year term described in this Section 3.4.6 shall be deemed unearned and the City shall have no further obligation to Simon for same. Simon Development Agreement for Wolf Ranch Page 11 of 23 3.4.7. Option to Purchase or Refinance. The City agrees to consider purchasing the Public On -Site Improvements or refinancing its obligations under this Section when 53% of the 1% sales tax revenues from businesses on the Property plus any tax increments from the TIRZ (if any) equal or exceed 175% of the projected debt service on the proposed Public On -Site Improvements Obligations for three (3) consecutive City fiscal years after the Effective Date of this Agreement as determined by the City's financial advisors. Notwithstanding the foregoing, the City may consider purchasing any Public On -Site Improvements or refinancing the City's obligations under this Section as such other time as the City, in its sole discretion, deems reasonable. If the City exercises its option as allowed by this Section, interest accrual shall cease as of the date of payment to Simon of the outstanding balance due (i.e., the unpaid principal and any accrued but unpaid interest) of the Public On -Site Improvement costs. 3.4.8. City Accounting_ The City shall maintain complete books and records showing sales taxes remitted to the City by the State and disbursements of income incentive grant payments, which books and records shall be deemed complete if kept in accordance with generally acceptable accounting principles as applied to Texas municipalities. In addition, the City shall prepare an annual report documenting accrued interest, any carryforward of accrued interest, unamortized balances, and amortized balances of the City's Share of Public On -Site Improvements. Such books and records shall be available for examination by the duly authorized officers or agents of Simon during normal business hours upon request made not less than ten (10) business days prior to the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and for four (4) years thereafter. 3.4.9. Simon Accounting. Simon shall maintain complete books and records showing all expenses of any nature that the City is or will reimburse or pay under this Agreement which books and records shall be deemed complete if kept in accordance with generally acceptable accounting principles as applied to Texas Corporations. Such books and records shall be available for examination at Georgetown, Texas by the duly authorized officers or agents of the City during normal business hours upon request made not less than ten (10) business days prior to the date of such examination. Simon shall maintain such books and records throughout the term of this Agreement and for four (4) years thereafter. 4. Project Oversight Committee. The Parties shall establish a Project Oversight Committee, the members of which are listed in Exhibit G attached hereto and made a part hereof. The Project Oversight Committee. shall meet on a regularly scheduled basis to review the status of the schedule attached hereto as Exhibit B, the status of Simon Development Agreement for Wolf Ranch Page 12 of 23 the Public Road, Public Utility and Public On -Site Improvements described herein, the scopes of work, the actual costs compared to budgeted estimates, the overall budget status, any revisions to any scopes of work, and related matters. Simon Representatives and City Representatives shall attend all Project Oversight Committee meetings. (TxDOT shall also be invited and encouraged to attend each meeting.) A report summarizing each Project Oversight Committee meeting shall be delivered to the City, TxDOT, and Simon. The Project Oversight Committee report shall function as an advisory body only when clarifications are necessary, and shall have no enforcement authority or other powers. Any action to be taken as a result of a Project Oversight Committee report must be acceptable to the City, TxDOT and Simon and, if not acceptable, then the Parties shall have available to each of them their respective rights and remedies as provided in this Agreement. 5. Default and Termination 5.1 Simon Event of Default. Simon shall be in default under this Agreement upon the occurrence of one or more of the following events: a. Simon fails to complete construction of the Project in accordance with the schedule attached as Exhibit B, as the same may be amended from time to time; or b. Simon fails to comply with the re-leasing or re -purchasing obligations of Section 2.8 of this Agreement; or c. Simon fails to comply with the terms of Sections 1.2(b) or 2.10 of this Agreement; d. Simon fails to pay any PID or TIRZ assessment within thirty (30) days after receipt of notice from the City that such assessment is due and owing; or e. Simon fails to comply with any obligations it has under this Agreement; or f. A mortgagee's or lienholder's acquisition of Simon's interest in the Property or a portion of the Property, through foreclosure or assignment or conveyance in lieu of foreclosure unless such mortgagee, lienholder, assignee, or other successor in interest to Simon shall agree in writing to comply with the terms of this Agreement. The foregoing is each referred to herein as a Simon Event of Default. The City shall provide to Simon at least thirty (30) days prior written notice of the occurrence of one or more of the above Simon Event(s) of Default and an opportunity to cure such default within such 30 -day period. In addition to other remedies that the City may have in law or in equity, in the event of an Event of Default by Simon under this Agreement, the City shall have the right to disburse funds drawn under any surety instrument for the purposes of paying for Simon Development Agreement for Wolf Ranch Page 13 of 23 construction costs in connection with the Project, including payment for principal, interest, and reserve funds on any indebtedness related thereto. Provided the City has drawn upon and disbursed funds as stated in the previous sentence, Simon has no claim or rights under this Agreement to funds drawn under the surety instrument or to any accrued interest earned on the funds. All funds obtained by the City pursuant to one or more draws under any surety instrument shall be maintained by the City in a separate interest bearing account or accounts until such funds, together with accrued interest thereon (the "Escrowed Security Funds ) are disbursed by the City. The City may disburse all or portions of the Escrowed Security Funds as the Project is completed and accepted by the City, or in accordance with the terms of a written construction contract between the City and a third party for the construction of the Project. 5.2 City Event of Default. The City shall be in default under this Agreement upon the occurrence of one or more of the following events: The City fails to comply with one or more terms of this Agreement. The foregoing event is referred to herein as a City Event of Default. Simon shall provide to the City at least thirty (30) days prior written notice of the occurrence of a City Event of Default and an opportunity to cure such default within such 30. day period. Such notice shall include a description of the specific Event of Default. In the event the. City fails to cure the default, Simon shall have all rights and remedies available to it under the applicable law. 6. Miscellaneous. 6.1 Limitation of Liability. It is understood and agreed by the parties that Simon, in the development of the Project and satisfying the conditions of this Agreement, is acting independently, and the City assumes no responsibilities or liabilities to third parties in connection with these actions. Simon agrees to indemnify and hold harmless the City from all such claims, suits, and causes of actions, liabilities and expenses, including reasonable attorney's fees, of any nature whatsoever arising directly out of their respective obligations (but not the obligations of the other party) under this Agreement, except to the extent caused by the acts of omissions or negligence of the City, or its respective agents, employees, contractors, representatives and licensees. In addition, by submitting plans or specifications for the City for review, the SIMON PARTIES (as that term is defined below) each agree to waive all claims, fully release, indemnify, defend and hold harmless the City, and all of its officials, officers, agents, consultants, employees, attorneys, and invitees in both their public and private capacities (collectively, the "CITE' PARTIES") from any and all liability, claims, lawsuits, demands or causes of action, including all expenses of litigation and/or settlement which may arise by injury to property or person occasioned by error, omission, intentional, or negligent act of the Simon, its officers, agents, engineers, consultants, employees or invitees Simon Development Agreement for Wolf Ranch Page 14 of 23 (collectively, the "SIMON PARTIES") arising out of or in connection with submission of drainage plans, construction plans, or any other plans or specifications submitted to the City. The SIMON PARTIES further agree that they each will, at their own cost and at their own expense, defend and protect the CITY PARTIES from any and all such claims, losses, damages, causes of action, suits, and liability of any kind, including all expenses of litigation, court costs and attorneys' fees for injury to or death of any person or for any damage to any property arising out of or in connection with the error, omission, intentional or negligent acts of any of the SIMON PARTIES. Nothing in this provision shall waive the City's defenses or immunities under Section 101.001 et. seq. of the Texas City Practice & Remedies Code or any other applicable statutory or common Iaw. 6.2 Release. Approval of the City Engineer or any other of the CITY PARTIES of any plans, designs or specifications submitted pursuant to the requirements of the. Unified Development Code or any other provision of the City Code of Ordinances or technical manuals shall not constitute or be deemed to be a release of the responsibility and liability of any of the SIMON PARTIES (as defined above) for means and methods of constructions or the accuracy and competency of construction of the designs or specifications. Such approval shall not be deemed to be an assumption of such responsibility or liability by the City for any defect in the design or specifications prepared by any of the SIMON PARTIES. Approval by the City Engineer or any other of the CITY PARTIES signifies the City approval of only the general design concept of the public improvements to be constructed or the drainage plan to be implemented. In this regard, the SIMON PARTIES shall each indemnify and hold harmless the CITY PARTIES from any loss damage, liability or expense directly arising out of damage to property and injuries, including death, to any and all persons which directly results from any defect, deficiency or negligence of any of the SIMON PARTIES' designs and specifications to the extent prepared or caused to be prepared by any of the SIMON PARTIES and incorporated into any public improvements constructed in accordance therewith, or plans implemented thereby, and the SIMON PARTIES shall defend at their own expense any suits or proceedings brought against any of the CITY PARTIES as a direct account hereof, and subject to the CITY PARTIES' extent of liability, defenses or immunities under Section 101,001 et, seq. of the Texas City Practice & Remedies Code or any other applicable law or code to pay all expenses and satisfy all judgments whicl may be incurred by or rendered against them, collectively or individually, personally or in their official capacity in connection herewith 6.3 Third Party Rights. No person or entity who or which is not a party to this Agreement shall have any right of action under this Agreement except as provided in Sections 6.5 and 6.6, nor shall any such person or entity other than the City (including, without limitation, a trustee in bankruptcy) have any interest in or claim to funds drawn on any of the security instruments or amounts held in escrow by the City in accordance with this Agreement. Simon Development Agreement for Wolf Ranch Page 15 of 23 6.4 No Waiver. No waiver of any provision of this Agreement will be deemed or constitute a waiver of any other provision, nor will it be deemed or constitute a continuing waiver unless expressly provided for by a written amendment to this Agreement; nor will the waiver of any default under this Agreement be deemed a waiver of any subsequent defaults of the same type. The failure at any time to enforce this Agreement or covenant by the City, Simon, or their respective heirs, successors or assigns, whether any violations thereof are known or not, shall not constitute a waiver or estoppel of the right to do so. 6.5 AttorneyIsFees_. Should any party be required to resort to litigation to enforce the terms of this Agreement, the prevailing party, plaintiff or defendant, shall be entitled to recover its costs, including reasonable attorney's fees, court costs, and expert witness fees, from the other party. If the court awards relief to both the City and Simon, all parties will bear its own costs in their entirety. 6.6 Assignability. Simon shall have the right, power or authority to assign this Agreement or any portion of this Agreement or to delegate any duties or obligations arising under this Agreement, voluntarily, involuntarily, by operation of law or otherwise, without the City's prior consent, to any of Simon Property Group L.P., Simon Property Group (Texas), L.P., Simon Property Group, Inc., or any of their wholly owned subsidiaries, or to any entity which any of the foregoing controls or in which any of the foregoing has a controlling interest (each, an "Affiliate"). Simon may also assign this Agreement with prior notice to the City, as follows: (i) in order to accomplish construction and/or permanent financing, or (ii) as part of a Real Estate Investment Trust ("REIT") portfolio transfer, provided that in either circumstance Simon, or a Simon Affiliate, shall continue to lease and manage the Project. Notwithstanding any provision of this Agreement to the contrary, assignment of the Agreement shall not relieve Simon of its obligations under Sections 1 and 2 of this Agreement. Other than as provided in this Section, Simon shall not have the right to assign its interest in this Agreement without the prior written consent of the City (not to be unreasonably withheld or denied), and any attempted assignment without the consent of the City shall be of no force or effect. 6.7 Notice. Any notice or other communication required or permitted by this Agreement is effective when in writing and (a) personally delivered either by facsimile (with electronic information and a mailed copy to follow) or by hand or (b) three (3) days after notice is deposited with the U.S. Postal Service, ' postage prepaid, certified with return receipt requested, and addressed as follows: Simon Development Agreement for Wolf Ranch Page 16 of 23 If to Simon: Forestville Associates c/o SPG Development Company, L.P. 115 West Washington Street Indianapolis, Indiana 46204 Attn: William R. Hammer Vice -President - Development (317) 636-1600 - phone (317) 263-7648 - fax with copy to: Rise' Friedman, Esq. c/o Simon Property Group .115 West Washington Street Indianapolis, Indiana 46204 (317) 2634971 - phone (317) 263-7038 — fax with copy to: Charlie Crossfield Sheets & Crossfield 309 E. Main Street Round Rock, Texas 78664 (512) 2554877 - phone (512) 255-8986 - fax if to City: City Manager City of Georgetown P.O. Box 409 Georgetown, Texas 78627 Attn: Tom Yantis, Assistant City Manager (512) 930-2507 - phone (512) 930-3622 - fax with copy to: Brown & Carls, L.L.P. 106 E. 6`h Street, Suite 550 Austin, Texas 78701 Attn: Trish Carls (512) 472-4845 - phone (512) 4724403 - fax 6.8 Change of Address for Notice. The parties may, from time to time, change their respective addresses listed above to any other location in the United States for the purpose of notice under this Agreement. A party's change of address shall be effective when notice of the change is provided to the other party in accordance with the provisions of Section 6.7, above. Simon Development Agreement for Wolf Ranch Page 17 of 23 6.9 Severability. If any part, term, or provision of this Agreement is held by the courts to be illegal, invalid, or otherwise unenforceable, such illegality, invalidity, or unenforceability shall not affect the validity of any other party, term, or provision, and the rights of the parties will be construed as if the part, term, or provision was never part of this Agreement. 6.10 Personal Jurisdiction and Venue. Personal jurisdiction and venue for any civil action commenced by any party to this Agreement, whether arising out of or relating to the Agreement or the Security, will be deemed to be proper only if such action is commenced in District Court for Williamson County, Texas, or the United States District Court for the Western District of Texas, Austin Division, 6.11 Captions immaterial. The numbering, order, and captions or headings of the Sections of this Agreement are for convenience only and shall not be considered in construing this Agreement. 6.12 Entire Agreement. This Agreement contains the entire agreement between the parties and correctly sets forth the rights, duties, and obligations of each to the other as of the Effective Date. Any oral representations or modifications or amendments concerning this Agreement shall be of no force or effect excepting a subsequent written modification executed by both parties. 6.13 Binding Agreement. The execution and delivery of this Agreement and the performance of the transactions contemplated thereby have been duly authorized by all necessary corporate and governmental action of the City. This Agreement, when duly executed and delivered by each party, constitutes a legal, valid, and binding obligation of each party enforceable in accordance with the terms as of the Effective Date. 6.14 Recording. The parties agree that this Agreement shall be recorded in the Real Property Records of Williamson County, Texas at the expense of Simon. 6.15 Representations of Simon. Simon hereby represents and warrants that Simon has full power to execute and deliver and perform the terms, duties, and obligations of this Agreement and all of the foregoing has been duly and validly authorized by all necessary proceedings. This Agreement constitutes the legal, valid and binding obligations of Simon, enforceable in accordance with its terms. 6.16 Representation of City. The City hereby represent and warrant that they have full constitutional and lawful right, power and authority, under current applicable law to execute and deliver and perform the duties and obligations of this Agreement and all of the foregoing have been or will be duly and validly authorized and approved by all necessary proceedings, findings, and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. Simon Development Agreement for Wolf Ranch Page 18 of 23 6.17 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. 6.18 No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create any partnership or joint venture among parties. The City past, present, and future officers, elected officials, employees and agents of the City do not assume any responsibilities or liabilities to any third party in connection with the development of the Center of the design, construction or operation of the Center. 6.19 Access to Center. Simon further agrees that the City and its agents and employees shall have a right to reasonable access to the Center upon reasonable advance written notice and subject to any security requirements, if any, to inspect the Center in order to insure that the construction of the Center is in accordance with this Agreement and all applicable Federal, State, and Local laws and regulations. 6.20 Amendment. This Agreement may be amended by the mutual written agreement of the parties. 6.21 Leaal Construction. In the event any one or more of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal, or enforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and enforceable and is as similar in term as possible to the provision found to be illegal, invalid, or unenforceable. 6.22 Covenants Running With the Property The provisions of this Agreement are hereby declared covenants ruining with the Property and are fully binding upon Simon, its successors and assigns and each and every subsequent owner, tenant, subtenant, licensee, manager or occupant of all or any portion of the Property, but only during the term of such party's ownership, tenancy, subtenancy, licensee, management or occupancy of the Property (except with respect to defaults that occur during the term of such party's ownership, tenancy, subtenancy, license, management or occupancy of the Property for which party shall remain liable) who acquire any right, title, or interest in or to the Property or any part thereof. Any person who acquires any right, title or interest in or to the Property, or any part hereof, thereby agrees and covenants to abide by and fully perform the provisions of this Agreement with respect to right, title or interest in such Property. 6.23 No Conflict of Interest. The City represents and warrants that the Property upon which the Project is to be located is not owned by any officer or employee of the City. Simon Development Agreement for Wolf Ranch Page 19 of 23 6.24 Further Assurances. The City and Simon agree to take such actions and execute and deliver such documents as may be reasonably necessary or appropriate to effect the provisions of this Agreement. 6.25 Term. Unless this Agreement is earlier terminated as expressly allowed herein or the City and Simon mutually agree otherwise in writing, this Agreement shall be in effect on and until the date that is twenty (20) years after the date that the City makes the first payment to Simon pursuant to Section 3.4.5 of this Agreement. 6.26 Force Majeure. Except as otherwise provided herein, an equitable adjustment shall be made for delay or failure in performing if such delay or failure is caused, prevented, or restricted by conditions beyond that Party's reasonable control (a `force majeure event"). A force majeure event for the purposes of this Agreement shall include, but not be limited to, acts of God; fire; explosion; vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; or supplier failures, shortages or breach or delay. Except as otherwise expressly provided herein, there shall be an equitable adjustment allowed for performance under this Agreement as the result of any event of force majeure. (The remainder of this page is intentionally left blank) Simon Development Agreement for Wolf Ranch Page 20 of 23 ll EXECUTED by the parties to be effective on c7 Dfein1 &r ,200.E (the "Effective Date"). CITY OF GEORGETOWN, TEXAS ATTEST: Sandra D. Lee, City APPROVED AS TO FORM: icia E. Carls, Brown & Carls; City Attorney By: Gary Nflon, Mayor Date: q�ll A909 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the f%t day of 2003, by Gary Nelon, Mayor of the City of Georgetown, a Texas home rule m cipal corporation, on behalf of municipal corporation. SANDRA D. LEE JANUARY $12006 4HIIflN,\ _ _ Notary Public in and for the State of Texas Simon Development Agreement for Wolf Ranch Page 21 of 23 FORESTVILLE ASSOCIATES, a Maryland General Partnership By: SIMON PROPERTY GROUP, L.P., a Delaware limited partnership, its general partner, By: SIMON PROPERTY GROUP, INC, a Delaware corpofalon, its general partner By: David Simon, President, SIMON PROPERTY GROUP, INC Date: pop -t THE STATE OF. w J COUNTY OF�— This instrument was acknowledged before me on theg day of A 2003, by David Simon, President of Simon Property Group, Inc., a Delaware corporation, in his capacity as president of the general partner of Simon Property Group, L.P., being the general partner of SM40N PROPERTY GROUP, L.P. a Delaware limited partnership, which is the general partner of Forestville Associates, a Maryland general partnership. pop. .. ,ti„` r ..:`. Notary PdbWcindoft the State of .10 rot pop pool Gayla J. Garvin, Notarpoll y Public County of Residence: Marion A 1 Commission Expires: 9/19107, Simon Development Agreement for Wolf Ranch Page 22 of 23 LIST OF EXHIBITS Exhibit A The Property Exhibit B Schedule Exhibit C Parkland Exhibit D Public Road Improvements Exhibit E Public Utility Improvements Exhibit F Pubic On -Site Improvements Exhibit G Project Oversight Committee Simon Development Agreement for Wolf Ranch Page 23 of 23 i 100.676 ACRES WOLF RANCH SUBDIVISION DESCRIPTION FN NO. 03-128(JJM) JUNE 12, 2003 BPI JOB NO. 1262-01 OF A 100.676 ACRE TRACT OF LAND OUT OF THE CLEMENT STUBBLEFIELD SURVEY, ABSTRACT NO. 558, SITUATED IN WILLIAMSON COUN'T'Y, TEXAS, BEING A PORTION OF THE REMAINDER OF THAT CERTAIN 412 ACRE TRACT OF LAND CONVEYED TO JAY L. WOLF BY DEED OF RECORD IN VOLUME 422,PAGE 84 OF THE DEED RECORDS OF WILLIAMSON COUNTY, CA,, ALL OF THAT CERTAIN 1,153 ACRE TRACT OF LAND CONVEYED TO PAUL EDWIN HINDELANG AND WIFE, JUDY WOLF HINDELANG BY DEED OF RECORD IN VOLUME 824, PAGE 434 OF SAID DEED RECORDS, AND AOF THAT CERTAIN 0.6$ ACRE TRACT OF LAND CONVEYED TO TRAVIALLS CARTER AND WIFE, JO BETH CARTER BY DEED OF RECORD IN VOLUME 1003, PAGE 150 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 100.676 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS* COHH=CING► at a concrete highway monument found at the southwesterly intersection of Interstate Highway 35 (R.O.W. Varies) and State Highway 29 (100' R,O.W,), being the northeasterly corner of a remaining portion of said 412 acre tract; Tflsg=jp S010071'26"W, leaving the southerly right-of-way line of State Highway 29, along the westerly right-of-way line of Interstate Highway 35, a distance of 175,29 feet to a 1J2 inch iron rod with cap act for the P{,'i= or snGj jXG and the northeasterly corner hereof; TIE2CT= continuing along the westerly right -o€ -way line of Interstate Highway 35, being the easterly line of the remainder of said 412 acre tract and hereof, the followi and distances: ng three (3) courses 1) S01007'26"W, a distance of 523,37 feet to a concrete highway monument found at the point of curvature of a non -tangent curve to the left; 2) Along said non -tangent curve to the left having a radius of 4119.70 feet, a central angle of 16048118.", an arc length of 1208.32 feet and a chord which bears S06039125"E, a distance of 1203.99 feet to a concrete highway monument found. at highway PT -Station 900+20.69 for the end of said curve; 3) S15003'36^E, passing at a distance of 302.00 feet a 1%2 inch iron rod with cap set for reference, and continuing for a total distance of 604.28 feet to a calculated point in the centerline of the South San Gabriel River for the southeasterly corner of the remainder of said 412 acre tract and hereof, same being the northeasterly corner of Lot 1, Block "A" South Fork Apartments, a subdivision of record in Cabinet F, Slides 341-342 of the Plat Records of Williamson County, Texas; FN 03-128(JJM) JUNE 12, 2003 PAGE 2 OF 3 THMCE, leaving the westerly right-of-way line of Interstate Highway 35, along the centerline meanders of South San Gabriel River, being the southerly line of said 412 acre tract and hereof, and in part the northerly line of said Lot I South Fork Apartments, in part the northerly line of those certain tracts of land conveyed to R.W. Pearce by deed of record in Volume 695, Page 347 and Volume 635, Page 907, ,both of said Official Records, in part the northerly lines of Lots 24-30 San Gabriel Heights Section Four, a subdivision of record in Cabinet C, Slide 224 of said Plat Records, and in part the northerly lines of Lot 2 Resubdivision of San Gabriel Heights Section Six,• a subdivision of record in Cabinet P, Slide 247 of said Plat Records, the following nineteen (19) courses and distances: 1) N82031135"W, a distance of 148.00 feet; 7.) N69052'09"W, a distance of 186.00 feet; 3) N60°5S131"W, a distance of 75.00 feet; 4) X54°21'29"W, a distance of 114.00 feet; 5) N30022132"W, a distance of 56.00 feet; 6) N54016127"W, a distance of 83.400 feet; 7) N4203E1130W, a distance cif 334.00 feet; 8) N50°45'39"W, a distance of 181.00 feet; 9) N70059'020W, a distance of 221.00 feet; 10) S82047'11"W, a distance of 243.00 feet; 11) S77°17'21KW, a distance of 140.00 feet; 12) 56S006116°'W1 a dis tAnce of 1A1,00 ff2 13) S45007'52"W, a distance of 59.00 feet; 14) S71a38'24"W, a distance of 209.00 feet; 15) S57001155"W, a distance of 155.00 feet; 16) S71°36117"W, a distance of 56.00 feet; 17) S87133151"W, a distance of 156.00 feet; 18) S86°18135"W, a distance of 82.00 feet; FN 03-128(JJM) JUNE 12, 2003 PAGE 3 OF 3 19) S69023'45"W, a distance of 45.05 feet to the southwesterly corner hereof, being in the northerly line of said Lot 2 Resubdivision of San Gabriel Heights Section Six; TH"BNCB, NO2021'16°W, leaving the centerline meanders of the South San Gabriel River, over and across said 412 acre tract for the westerly line hereof, passing at a distance of 126.00 feet a 1/2 inch iron rod with cap set for reference, again passing at a distance of 671.00 feet a cotton spindle set for reference, and continuing for a total distance of 2128.80 feet to a 1/2 inch iron rod with cap set in the southerly right-of-way of State Highway 29, being the northerly line of said 412 acre tract for the northwesterly corner hereof, from which a concrete highway monument found in the southerly line of State Highway 29, being in the northerly line of Lot I Legend Oaks Section. II, a subdivision of >"ecord in Cabinet I, Slide 269 of the Plat Records of Will.iam'Son County, Texas, bears S87°38' 44"W, a distance of 891.29 feet; TBEM78, N87038`44'"E, along the southerly right-of-way line of State Highway 29, being the northerly line of said 412 acre tract and hereof, a distance of 1884.43 feet to a 1/2 inch iron rod with cap set, from, which a 1/2 inch iron rod found at the southwesterly right Of way cut-back corner of State highway 29 and interstate Highway 35 bears N87038'44"E, a distance of 175.29 feet; TE WCH, leaving the southerly right-of-way line of State Highway 29, over and across said remaining portion of 412 acre tract, the following two (2) courses and distances: 1) S02021'16"8, a distance of 257.34 feet to a 1/2 inch iron rod with cap set; 2) S88°52134"E, a distance of 256.34 feet to the POINT OF BEGIHItiNGF, containing an area of 100,676 acres (4,385,447 sq_ ft.) of land, more or less, within these metes and bounds, THAT I, JOHN T. BILNOSKI, A REGISTERED PROFESSIONAL LAND SURVEYOR, DO HEREHY CEl{'1'lr'Y 'PRAT THE PROPERTY DESCRIBED HEREIN WAS DETERMINED BY A SURVEY MADE ON THE GROUND UNDER MY DIRECTION ANIS SUPERVISION. _ BURY & PARTNERS, INC. i...r" +�:�.` 1 ` 0F•�-5 ENGINEERS -SURVEYORS JOHN T. BILNOSKI»t+�++• oa 3345 BES CAVE ROAD, SUITE 200 R.P. .S. NO. 4998 1 aCliN•isl AUSTIN, TEXAS 78746 ""a"""°�" STAT OF TEXAS ,q_ 4998 T SCHEDULE Number of Days from date of Simon's Notice to Proceed per Section 1.2(B) of the Development Agreement Start Site Work (Grading/Utiliges/Storm/Paving) 45 Days Site Work Substantially Complete 360 Days Building Pads Prepared (400K+/- s.f.) 180 Days Start Building Construction (400K +1- s.f) 210 Days Building Shells Substantially Complete (400K +/- s.f) 390 Days Interior Finish Outs Substantially Complete 480 Days Site Lighting Substantially Complete 420 Days Site Landscaping and Signage Complete 480 Days Amenities .Areas Substantially Complete 510 Days PondslWater Features Substantially Complete 510 Days Tenants' Fixturing, Stock & Staffing S 10 Days Certificates of Occupancy for 400k+/- s.f. 510 Days Certificates of Occupancy for remaining 220K +/- s.f. 1050 Days • l# r a • 1 � 17.170 ACRES PORTION of WOLF TRACT SIMON PROPERTY GROUP r r � FN NO. 03-145(MTT) JUNE 30, 2003 BPI JOB NO. 1262-01,20 OF A 1 7.170 ACRE ». • r OUT • 9 to .. .. •y • . 558, SITUATED IN WILLIAMSOU COtWZy REMAINDER OF THAT E'TRACr OF LAND CONVEYED •PORTION OFTHE • By DEED OF RECORD 194 OF THE DEED RECORDS Op WILLIAMSON COUW • VOLUME 422, PAGE ACRES ALSO BEING PROPOSED LOT 1 1 TEXAS# SAID 17a170 • WOLF RANCH OF RECORD* SAID PARTICULARLY !c • BOUNDS i EING MORE _a caumucxWo at a concrete highway monument found at t southwesterly intersection of he Varies] Interstate Highway 35 (R.O.11. and State Highway 29 (100' R.p-W.), being the northeasterly comer of a remaining portion of said 412 acre tract; leaving the southerly line of State Highway 29, along the easterly line westerly right-of-way kine of Interstate Highway 35, being the of the remainder of said 412 acre tract, the following three (3) courses and distances: 1) S010071'261FW, a distance of 698.66 feet to a concrete highway monument found at the point of curvature: of a nontangent curve to the left; 2I Along said non -tangent curve to the left having a radius.of 4119.70 feet, a central 1208.32 feet and a chord angle of 16°48'18«, an arc length of which bears S06039'2SNE, a distance of 1203.99 feet to a concrete highway monument found at highway PT -Station 900+20.69 for the end of said curve; 3) SISa03'36'g, a distance of 236.12 feet a 1/2 inch iron rod with cap set for the Yvon" OF BEGINNI corner hereof; and northeasterly THWCEs S250031'36avE, continuing along the westerly right-of-way line of interstate Highway 35, being the easterly line of the remainder of said 412 acre tract and the easterly line hereof, a distance of 368.16 feet. to a point at or near the centerline of the South San Gabriel River, for the southeasterly corner of the remainder of said 412 acre tract and the southeasterly earner hereof, same being the northeasterly corner of Lot 1f Block %A" South Fork Apartments, a subdivision of record in Cabinet F, Slides 343.-342 of&the Plat Records of Williamson County, Texae� FN 03-145 (MJJ) JUNE 30, 2003 PAGE 2 OF 4 TSRNCB, leaving the westerly, right-of-way line of Interstate Highway 35, along the centerline meanders of the South San Gabriel River, being the southerly line of said 412 acre tract and the southerly line hereof, and in part the northerly line of said Lot 1 South Fork Apartments, in part the northerly line of thane certain tracts of land conveyed to R.W. Pearce by deed of record In Volume 695, Page 347 and Volume 635, Page 907, both of said Official Records, in part the northerly lines of Lots 24-30 San Gabriel Heights Section Four, a subdivision of record in Cabinet C, Slide 224 -of said Plat Records, and in part the northerly line of Lot 2, Reaubdivision of San Gabriel+ Heights Section Six, a subdivision of record in Cabinet P, Slide 247 of said Plat Records, the following nineteen (19) courses and distances: 1) N820311'35'W, a distance of 148.00 feet; 2) N69°52109'W, a distance of 186.00 feet; 3) N60°55'310W, a distance of 75.00 feet; 4) N54°21'29«W, a distance of 114.00 feet; 5) N30022032OW, a distance of 56.00 feet; 6) X54016'27"W, a distance of 83.00 feet; 7) N42°36'13'W, a distance of 334.00 feet; 8) N50645139"W, a distance of 181.00 feet; 9) N70059102'W, a distance of 222.00 feet; 10) S82"47*11'W, a distance of 243.00 feet; 11) S77'17'22"W, a distance of 140.00 feet; 12) S65*061160w, a distance of 131woo feet; 13) S45007152"W, a distance of 59.00 feet; 14) S7103B'24"W, a distance of 209.00 feet; 15) S57001'55'W, a distance of 155.00 feet; 16) S71036'17'W, a distance of 56.00 feet; 17) S87033'51"W, a distance of 156000 feet; 18) S86*18'35'W, a distance of 82.00 feet; FN 03-145(MW) JUNE 301 2003 PAGE 3 OF 4 19) S69023'45"'W, a distance of northerly line of said Lot Heights section Six, for the 45.05 feet to a point in the 2, Resubdivision of San Gabriel southwesterly corner hereof; TF=C3, NO2°21116"W, leaving the centerline meanders of the South San Gabriel. River, over and across said 412 acre tract for the westerly line hereof, passing at a distance of 126. oo feet a 1/2 inch iron rod with cap set for reference and continuing for a total distance of 614,21 feet to a 1/2 inch iron rod with cap set for the northwesterly corner hereof; TB3MCEr continuing over and across said 412 acre tract, for the northerly line hereof, the following twelve (12) courses and distances: 1} N87°39117f'E, a distance of 188.5o feet to a 1/2 inch iron rod with cap set for an angle point* 2) M7044111'E, a distance of 194.34 feet to a 1/2 inch iron rod with cap set -for an angle point, 3) N880521SV E, a distance of 136.07 feet to a 1/2 inch*Iron rod with cap set for an angle point; 4) S82003'32PEi a distance of 183.08 feet to a 1/2 inch iron rod with cap set for an angle point; 5) 86304012608, a distance of 117.84 feet to a 1/2 inch iron rod with cap set for an angle pointe 6) S8005411418, a distance of 227.22 feet to a 1/2 inch iron rod with cap Set for an angle point; . 7) 559000123"9, a distance of 216.92 feet to a 1/2 inch iron rod with cap set for an angle point; 8) S7703711108, a distance of 255.58 feet to a 1/2 inch iron rod With cap set for an angle point; 9) S540391321E, a distance of 477.22 feet to.a 1/2 inch iron rod with cap set for an angle point; 10) 563002'47"E, a distance of 187.36 feet to a 1/2 inch iron rod with cap set for an angle point; 11) S81000140'E, a distance of 167.36 feet to a 1/2 inch iron rod with cap set for an angle point; FM 03-145 (WLT) JUNE 30, 2003 PAGE 4 OF 4 12) S89059137#E, a distance of 75.61 feet to the 3p0IjgT OF BEG2N232m, containing an area of 17.170 acres (747,925 sq, ft.) of land, more or less, within these metes and bounds. REGISTERED PROFESSIONAL L. i SURVEYOR ri HERE13Y CERTIFY THATTHE PROPERTY r..Cdr . Zi' N' DETERMINED WAS . E. - r: ON r• (3ROUM UNDER 14Y i AM BURY & PARTNERS, INC. .l •• 3345 BEE CAVE '• iSUITE 200 r `* U TASK NAME City of Georgetown Funded Execute S.H. 29 Advanced Funding Agreement Purchase S.H. 29 Right-of-way (Including Winter Quality Pond and relocation ©, f utilities) Execute I.H. 35 Advanced Funding Agreement I.H. 35 Front. Road Bridge Nater Quality Pond Construction S.H. 29 Interim Construction S.H. 29 Rehabilitation (Including CR 265 E & W) Mobilization Contingency City Share of Public Road Improvements ESTIMATED NUMBER OF DAYS TO COMPLETE (FROM DATE OF SIMON'S NOTICE TO PROCEED PER SECTION 1.2(B) OF THE DEVELOPMENT AGREEMENT)* RM 30 365 01 Mt 210 Not to Exceed $10.5 Million *Tasks may be accelerated by Letter Agreement signed by all Parties per Section 1.1 of the Development Agreement. Wastewater Baseline .Improvements** Water Electric Georgetown Utility Systems 1 -Approximately 2,400 LF of 21" gravity sewer as shown on the City of Georgetown Comprehensive Plan trenched along the San Gabriel River from the west property line to a Lift Station to be located near the west I-35 ROW line, -Approximately 2,100 LF of 8" force main fromthe Lift Station to FM 2243, -Approximately 1,000 LF of 12" gravity sewer to the west 135 ROW line, -Approximately 600 LF of 18" gravity sewer bored under 1-35 using an intermediate bore pit and installation of a 30" steel encasement, **Upsmng of wastewater infrastructure is subject to available funding after completion of baseline scope. *Georgetown Utility systems -Approximately 3,000 LF of 24" water line from the east property line to the west property line, *Georgetown Utility Systems -Approximately 3,000 LF of buried electric service along the property frontage of SH 29 that is relocated from overhead, -Two underground bores under SH 29 to serve customers on the north side of SH29, -The design will allow for a future underground feeder on SH 29 allowing a loop electrical feed for the Wolf Ranch Development Project as well as a tie line to the Leander Road area, -Relocate existing overhead to new overhead along south side of SH 29 between CR 265 West and DB Wood, and -Relocate existing overhead to new overhead north of SH 29 west of CR 265 West. Estimated project completion for all projects on this Exhibit is 14 months from the date of Simon's Notice to Proceed per Section 1.2(B) of the Development Agreement.*** Total estimated "Not to Exceed" cost associated with this Exhibit is $3,5001000. *The relocation of portions of these utilities are related to the SH 29 roadway widening and could also be considered a cost of roadway improvements andfunded as part of Extubit `B". The estimated date for completion of all utility relocation will be consistent with the completion schedule of Exhibit "$". ***Tasks may be accelerated by Letter Agreement signed by all Parties per Section L 1 of the Development Agreement, I. Description of Public 4n -Site Improvements: ITEM: Water distribution system Electric line relocation and installation " r• • r• •r •.r• . Public areas and plazas rceyf i - 1T. Submission of Data: irk "Swimaxima E !!i Ili Because the perforniance based economic development incentive grant payments to be paid by the City to Simon under the terms of this Agreement are to be based solely on annual sales tax revenue from new or expanded businesses at the Property as set out under Sections 3.3 and 3.4 of the Agreement, the method of providing sales tax data on which to make these payments are to be based is necessary Such businesses may pay sales tax monthly, quarterly,. or annually, depending on the size of the business. Accordingly, Simon shall obtain a waiver of Sales Tax Confidentiality in the form attached hereto from each business located in the Project on the Property. As soon as practical after the end of each year, beginning with the twelve months including the first month during which the I% portion of the City's sales tax referred to under Section 3.4.5 is paid to the State of Texas, Simon shall submit to the City the schedule from the Texas Comptroller of Public Accounts pursuant to the Waivers submitted detailing Sales Tax Revenues broken out for each business in the Project on the Property for which tax sharing is due showing the amount of sales tax paid to the State of Texas for the City for the year. As a backup for the schedule, Simon shall submit the following: A copy of the sales tax reports, received by Simon, filed by each business located in the Project on the Property, and Such other data, as may be reasonably available to Simon, which the City may determine necessary to determine the accuracy of the schedules. WAIVER OF SALES TAX CONFIDENTIALITY Date I authorize the Comptroller of Public Accounts to release sales tax information pertaining to the taxpayer indicated below to , a corporation, its successors or assigns, and the City of Georgetown, Texas. I understand that this waiver applies only to our business located at in Georgetown, Williamson County, Texas. Please print or type the following information as shown on your Texas Sales and Use Tax permit: Name of Taxpayer Listed on Texas Sales Tax Permit Name Under Which Taxpayer is Doing Business (d/b/a or Outlet Name) Taxpayer Mailing Address Physical Location of Business Permitted for Sales Tax in Georgetown, Texas Texas Taxpayer ID Number Authorized SignaturJ Printed Name: Title: Phone: Date: Tax Outlet Number (As shown on Texas Tax Permit) I The authorized signature must be an owner, officer, director, partner, or agent authorized to sign a Texas Sales Tax Return. If you have any questions concerning this waiver of confidentiality, please contact Sandra C. Joseph, Texas Comptroller of Public Accounts at 1($00) 531-5441, Ext. 5-0411. EXMIT G Project Oversight Coin muittee Members For Simon: Joe Stallsmith Curt Tappendorf Marty Mazany (or their designees or replacements) For the _C hr: Tom Yantis Jim Briggs Micki Rundell for their designees or replacements) . Al FILED-,.AND -RECORDED OFFICIALTUBLIC RECORDS i• /1 1. ' li 0 9 :►i 1 ": ii Exhibit C Estimated Debt Service Costs for Bonds WOLFRANCH: AssessmentPlan C-1 Schedule I Wolf Ranch Public Improvement District No. I Estimated Cost Summary* Public Road Improvements(l) $10,500,000 Public Utility Improvements(l) $35500,000 Public On -Site Improvements(l) $15,0005000 TOTAL ESTIMATED COST SUMMARY $29,000,000 (')As further described and defined in the Development Agreement. *Does not include costs of issuances and reserve funds which will be funded, as necessary, as a part of each bond issue. All costs are estimates only and may be reallocated as determined by the PID, as necessary. Costs represent estimated total improvement costs. The amount of such total improvement costs to be financed by the PID will not exceed $29,000,000. WOLFRANCH: AssessmentPian I-1 Schedule H Initial Assessment Roll OWNER ACRES DESCRIPTION AMOUNT OF ASSESSMENT Forestville Associates See Exhibit "A" The debt service costs as set forth in Exhibit "C" assessed in accordance with the Annual Assessments set forth in Schedule III WOLFRANCH: AssessmentPlan II -1 Schedule III Annual Assessments* Public Road Improvements Assessment An assessment is hereby levied against property within the District that is not given, dedicated or otherwise conveyed to the City in an amount, on an annual basis, as necessary when 53% of the '/2 cent portion of the City's 4B Sales Tax generated from businesses located within the Property (as that term is defined in the Development Agreement) does not produce revenue sufficient to pay the City's debt service and related reserve funds for the obligations issued by the City to fund the Public Road Improvements (the "Public Road Improvements Obligations") which debt service is further set forth in Exhibit "C". The amount of the assessment shall be determined as of November 30 of each year and shall represent the difference between 53% ofthe 'h cent portion of the City's 4B Sales Tax generated within the Property for the immediately preceding fiscal year ending September 30 and the debt service and related reserves for the Public Road Improvements Obligations for that same fiscal year. Public Utility Improvements Assessment An assessment is hereby levied against property within the District that is not given, dedicated or otherwise conveyed to the City in an amount, on an annual basis as necessary when the utility revenues generated from businesses located within the Property does not produce revenue sufficient to pay the City's debt service and related reserve funds for the obligations issued by the City to fund the Public Utility Improvements (the "Public Utility Improvements Obligations") which debt service is further set forth in Exhibit "C". The amount of the assessment shall be determined as of November 30 of each year and shall represent the difference between the amount of the utility revenues generated within the Property for the immediately preceding fiscal year ending September 3 0 and the debt service and related reserves for the Public Utility Improvements Obligations for that same fiscal year. Public On -Site Improvements Assessment In the event the City agrees to purchase the Public On -Site Improvements or refinance certain of its obligations pursuant to Section 3.4.7 of the Development Agreement, an assessment shall be levied against property within the District that is not given, dedicated or otherwise conveyed to the City in an amount, on an annual basis, as necessary when 53% of the 1% portion of the City's sales tax generated from businesses within the Property does not produce revenue sufficient to pay the City's debt service and related reserve funds for the obligations issued by the City to acquire and/or reimburse the costs related to certain Public On -Site Improvements (the "Public On -Site Improvements Obligations") which debt service is further set forth in Exhibit "C". The amount ofthe assessment shall be determined as of November 30 of each year and shall represent the difference between 53% of the City's 1% portion of the sales tax generated within the Property for the immediately preceding fiscal year ending September 30 and the debt service and related reserves for the Public On -Site Improvements Obligations for that same fiscal year. *More fully described and subject to certain provisions in the Development Agreement WOLFRANCH: AssessmentPlan III -I