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HomeMy WebLinkAboutRes 120903-U-1 - Wolf Ranch TIRZ PlansResolution No. / 010 10 " A RESOLUTION APPROVING THE PRELIMINARY PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN FOR THE PROPOSED WOLF RANCH REINVESTMENT ZONE WITHIN THE CITY OF GEORGETOWN GENERALLY LOCATED AT THE SOUTHWEST CORNER OF IH 35 AND SH 29 W; CONTAINING FINDINGS AND PROVISIONS RELATED TO THE FOREGOING SUBJECT; AND PROVIDING A SEVERABILITY CLAUSE. WHEREAS, the City Council of the City of Georgetown, Texas (the "City") has proposed to create a reinvestment zone, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, Vernon's Texas Codes Annotated (the "Act") within the area of the City generally as the area consisting of 100.676 (+/-) acres of land located at the south west corner of IH 35 and SH 29 W (the "Zone"); and WHEREAS, the City has prepared a Preliminary Reinvestment Zone Project and Financing Plan for the proposed Zone, a true and correct copy of which is attached hereto as Exhibit "A ", which Plan provides that a portion of City of Georgetown ad valorem taxes constituting its tax increment are to be deposited into the hereinafter created tax increment fund, and that taxes of other taxing units may be utilized in the financing of the proposed Zone. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1: The City Council finds and declares that the Preliminary Reinvestment Zone Project and Financing Plan is in conformance with the following Policy Statements in the City's Century Plan: 1.0 The community enjoys the benefits of well -planned land use in which conflicting needs are balanced. 9.0 Citizens and commercial goods move safely and efficiently throughout all parts of the City. 10.0 Georgetown's citizens and businesses enjoy an attractive community with a unique sense of place and a positive, identifiable image, at a cost which is consistent with other city social and economic priorities. 13.0 All municipal operations are conducted in an efficient business -like manner and sufficient financial resources for both current and future needs are provided. 15.0 The City manages its resources in a sound and fiscally conservative manner. Resolution No. icR 0903 w M % Preliminary Reinvestment Zone Project and Financing Plan for Wolf Ranch Reinvestment Zone Page 1 of 2 Section 2. The City finds that the Preliminary Reinvestment Zone Project and Financing Plan has been prepared in accordance with the requirements of Chapter 311 of the Texas Tax Code. Section 3. The City hereby approves the Preliminary Reinvestment Zone Project and Financing Plan for the Zone attached hereto as Exhibit A, which is attached hereto and incorporated herein for all purposes as if set forth in full. Section 4. If any provision, section, subsection, sentence, clause or phrase of this Resolution, or the application of same to any person to set circumstances, is for any reason held to be unconstitutional, void or invalid, the validity of the remaining provisions of this Resolution or their application to other persons or set of circumstances shall not be affected thereby, it being the intent of the City Council in adopting this Resolution that no portion hereof or regulations connected herein shall become inoperative or fail by reason of any unconstitutionality, voidness or invalidity of any portion hereof, and all provisions of this Ordinance are declared severable for that purpose. RESOLVED, this 9th day of December 2003, City of Georgetown, Texas ATTEST: Sandra Lee City Secretary APPROVED AS TO FORM: By: Patricia Carls City Attorney Resolution No. /Q ® 90 3• It - / Preliminary Reinvestment Zone Project and Financing Plan for Wolf Ranch Reinvestment Zone Page 2 of 2 December 9, 2003 PS, laogo3`w -1 xhobaf I. INTRODUCTION I-1 II, PROJECT PLAN II-1 A. Existing Uses and Conditions (311.011(b)(1)) II-1 B. Municipal Ordinances and Agreements (311.011(b)(2)) II-1 C. Zone Nan -Project Costs (311.011(b)(3)) II-1 D. Relocation (311.011(b)(4)) II-1 III, FINANCING PLAN III-1 A. Project Cost Description (311.011(c)(1)) III-1 B. Location of Proposed Public Improvements (311.011(c)(2)) III-1 C. Anticipated Budget for Project Costs III-1 D. Economic Feasibility Study (311.011(c)(3)) III-2 E. Estimate of Bonded Indebtedness to be Incurred (311.011(c)(4)) III-2 F. Time of Incurring Monetary Obligations (311.011(c)(5)) III-2 G. Method of Financing (311.011(c)(6)) III-2 H. Current Appraised Value/Captured Appraised Value (311.011(c)(7)(8)) III-3 I. Duration of the Zone (311.011(c)(9)) III-3 BOARD OF DIRECTORS OF i �a0903-° U.-1 �x�►ia�- try ®� Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Appendix 1 TABLE OF EXHIBITS AND APPENDICES Map Indicating Existing Conditions Zone Boundary Map Metes and Bounds Description Development Agreement PUD Development Plan Location of Proposed Public Improvements Estimated Costs of Public Improvements Cash Flow and Debt Service Economic and Market Feasibility Studies +. Ekhib'f . L INTRODUCTION Wolf Ranch Reinvestment Zone (the "Zone") is a tax increment reinvestment zone, proposed to be designated by the City of Georgetown (the "City") pursuant to the Tax Increment Financing Act, as codified in Chapter 311 of the Texas Tax Code (the "Act") in accordance with the provisions of the "Development Agreement with Forestville Associates, a Maryland General Partnership, Regarding Development of Wolf Ranch" 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., a Delaware Corporation ("Simon") (the "Development Agreement"), The Zone is proposed to cover approximately 100.676(+/-) acres, is located entirely in Williamson County (the "County") and within the corporate limits of the City, and is generally located at the southwest corner of IH 35 and SH 29 W. The Zone is proposed to be created for a 30-year duration. The current owner of all of the property within the Zone is Simon. The Zone will facilitate a program of public improvements to allow and encourage the development of a 100.676 (+/-) acre tract of land into 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 (cumulatively, the "Project"). Construction of the Project is scheduled to take place in phases over a three year period. The first phase of the Project is scheduled to begin construction in 2004. Private development costs in the Zone are estimated to be approximately $100 million and will be expended over the next 3 years. Public improvements scheduled for the Zone include, but are not limited to, the construction of: (i) a water distribution system, (ii) storm sewers and drainage ponds, (iii) sanitary sewers, (iv) landscaping, streetscape, fountains, works of art, and street furniture, (v) plazas, squares, pedestrian malls, boardwalks, and other public spaces, (vi) parking lots and on -site roadways, (vii) electric line relocation and installation, and (viii) other related necessary or convenient public improvements. The public improvements to be constructed, which constitute eligible Project Costs, as defined in Section 311.002 of the Act, shall not exceed $15,000,000 in principal amount. The City and Simon have previously entered into the Development Agreement which specifically sets forth the terms for the development of the Project and the financing of the public improvements. r I-1 IL PROJECT PLAN A. Existing Uses and Conditions (311.011(b)(1)) The City will designate approximately 100.676 (+/-) acres as Wolf Ranch Reinvestment Zone. Prior to the creation of the Zone, a majority of the land within the Zone was vacant and unimproved. Exhibit A is a map illustrating the existing conditions of property within the Zone, as required by Section 311.011 (b)(1) of the Act. The purpose of the Zone is to facilitate a program of public improvements to allow the development of 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 parkland. For illustrative purposes, Exhibit B depicts the vicinity and boundaries of the Zone. A metes and bounds description of the property located within the Zone is included as Exhibit C to this Preliminary Project Plan and Reinvestment Zone Financing Plan (the "Plan"). Be Municipal Ordinances and Agreements (311.011(b)(2)) All of the property located within the Zone is within the corporate limits of the City. The City and Simon have entered into the Development Agreement included as Exhibit D describing the public improvements to be financed by the Zone, the manner of reimbursement to Simon and various other matters related to the Project. The City has agreed to participate in the Zone by contributing its tax increment. The description of the above -referenced ordinances, plans, and agreements is provided in accordance with Section 311.001(b)(2) of the Act. The proposed development does not anticipate any additional changes to the City's comprehensive plan, City ordinances or building codes other than those relating to the creation of the Zone or those ordinances or comprehensive plan amendments already approved by the City for the development. C. Zone Non -Project Costs (311.011(b)(3)) Non -Project Costs represent the expenditures estimated by Simon necessary to complete the development as contemplated by the master plan prepared by Simon, exclusive of eligible Project Costs as defined in Section 311.002 (1)(A-K) of the Act. Non -Project Costs are estimated at over $100 million. A copy of the PUD Development Plan is attached as Exhibit E. The development plan shows the proposed improvements to and proposed uses of the property in the Project as required by Section 311.01 l(b)(1). The total private investment in the Zone is estimated at over $100 million during the development of the Project. This consists of private investment for the construction of improvements including retail, entertainment, restaurants, offices and other buildings. D. Relocation (311.011(b)(4)) No residential relocation will be required as a part of the creation of the Zone. Res. a,0903.uwl II-1 dear III. FINANCING PLAN A. Project Cost Description (311.011(c)(1)) Simon will construct the public works and improvements necessary to develop the property in the Zone which constitute Project Costs, as defined in Section 311.002 (1)(A-K) of the Act. Simon has agreed in the Development Agreement to advance the funds necessary to construct certain TIRZ improvements subject to reimbursement from tax increment and/or tax increment bond proceeds. The City will finance certain Project Costs through the issuance of bonds or other obligations secured by the tax increment generated by the City. Project Costs to be reimbursed consist of costs associated with the design and construction of the public works and improvements necessary for the development of the Project, as described below: 1. Capital Costs a, water distribution system; b, storm sewers and drainage ponds; co sanitary sewers; do electric line relocation and installation; eo parking lots and on -site roadways; fo landscape areas; and g1 public areas and plazas. 2. Design, Architectural, and Engineering Fees The development of the Project will require professional services for the design and engineering of public improvements, including inspecting/testing of soils and construction materials and overseeing construction operations. Additionally, certain studies, including market and economic feasibility studies, will be prepared. 3. Zone Administration - Over 30-Year Life of Zone The ongoing administration of the Zone will require services including, but not limited to, such services as accountants and bookkeepers, engineers, legal counsel, planners or other administrative services deemed necessary by the Zone Board to implement this Plan. B. Location of Proposed Public Improvements (311.011(c)(2)) The site plan indicating the approximate location of the proposed public improvements, as required to be demonstrated by Section 311.011 (c)(2) of the Act, is shown on Exhibit F, which follows. The public improvements will be constructed in phases consistent with the development of the property. Co Estimate of Project Costs Di no 0 An estimate of the costs of the proposed improvements as they are currently anticipated to be funded is shown on Exhibit G which follows. This estimate of Project Costs are in year 2003 dollars and are subject to change. D. Economic Feasibility Study (311.011(c)(3)) A market and economic feasibility study for the proposed Zone has been conducted. See Appendix 1 for a copy of the study. E. Estimate of Bonded Indebtedness to be Incurred (311.011(c)(4)) The City will finance certain Project Costs described above necessary to develop the property in the Zone. The City will sell bonds secured by the tax increment in the Zone to finance the public improvements. The City estimates that it will reimburse Simon for the Project Costs either through the tax increment or through the issuance of approximately $13,000,000 principal amount of bonds. Such figures include the possible funding of a debt service reserve, capitalized interest, and paying developer interest and cost of issuance. The balance of the Project Costs will be paid from available tax increment. F. Time of Incurring Monetary Obligations (311.011(c)(5)) The repayment term on any bonds issued is estimated at 20 years. Debt service and cash flow projections, as prepared by First Southwest Company, financial advisors to the City, are illustrated in Exhibit H. The cash flow projections contemplate that the City will issue 1 series of tax increment bonds, beginning in 2006 as depicted on the Cash Flow and Debt Service Schedule, G. Method of Financing (311.011(c)(6)) The Tax Increment Bonds issued by the City will be secured by ad valorem taxes collected by the City on the incremental increase in the assessed value of real property located within the Zone. For purposes of this financing model, it is anticipated that the City will participate in the Zone at a participation equal to 100% of their total tax rate. The City will establish a Tax Increment Fund (the "Fund") for the Zone in the ordinance designating the Zone. In accordance with Section 311.013 of the Act, each participating taxing jurisdiction will pay into the Fund the amount of increment generated by the taxing jurisdiction. The tax increment deposited into the Fund will be used to pay debt service on the Tax Increment Revenue Bonds which finance the construction of infrastructure of approved Project Costs along with maintaining, operating and administering the Zone. III - 2 xi6 ® 'All H. Current Appraised Value/Captured Appraised Value (311.011(c)(7)(8)) The Plan will be implemented in part through the Zone's ability to capture and utilize incremental ad valorem tax revenue generated from real property in the Zone, known as the captured appraised value. The base value, from which captured appraised value is calculated, is the total assessed taxable value of all property within the zone on January 1, 2003, as shown on the rolls of the Williamson County Appraisal District. As the development of the Project will take place in phases over the next three years, the projected captured appraised value will increase as development continues. An estimate of the captured appraised value in each year of the projected life of the zone is included in Exhibit H. I. Duration of the Zone (311.011(c)(9)) The Zone will have a duration of 30 years. 4 III - 3 The City will create a Zone Board of Directors composed of 5 members in the Ordinance designating the Zone. The Board of Directors of the Zone will prepare (i) an Annual Zone Budget; (ii) an Annual Report of Zone activities; and (iii) an Annual Financial Statement prepared in accordance with Generally Accepted Accounting Principles for presentation to the City. Reg. I a.o q0 � 1 A b# IV- 1 EXHIBIT A - MAP INDICATING EXISTING CONDITIONS EXHIBIT C - METES AND BOUNDS DESCRIPTION 100.676 ACRES FN NO. 03-128(JJM) WOLF RANCH SUBDIVISION JUNE 12, 2003 BPI JOB NO. 1262-01 DESCRIPTION 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 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, 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 VOLUME 824, PAGE 434 OF SAID DEED RECORDS, AND ALL OF THAT CERTAIN 0.68 ACRE TRACT OF LAND CONVEYED TO TRAVIS 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: COMMENCING, 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; THENCE, S01007'26"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 set for the POINT OF BEGINNING and the northeasterly corner hereof; THENCE, continuing along the Interstate Highway 35, being the said 412 acre tract and hereof, and distances: westerly right-of-way line of easterly line of the remainder of the following 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) S15003136"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 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) N69052109"W, a distance of 186.00 feet; 3) N60055131"W, a distance of 75.00 feet; 4) N54021129"W, a distance of 114.00 feet; 5) N30022132"W, a distance of 56.00 feet; 6) N54016127"W, a distance of 81.00 feet; 7) N42036113"W, a distance of 334.00 feet; 8) N50045139"W, a distance of 181.00 feet; 9) N70159'02"W, a distance of 221.00 feet; 10) S82047111"W, a distance of 243.00 feet; 11) S77017121"W, a distance of 140.00 feet; 12) S65006116"W, a distance of 131.00 feet; 13) S45007152"W, a distance of 59.00 feet; 14) S71038124"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) S87033151"W, a distance of 156.00 feet; 18) S8601813511W, a distance of 82.00 feet; FN 03-128(JJM) DUNE 12, 2003 PAGE 3 OF 3 19) S69023145"W, a distance of corner hereof, being in the Resubdivision of San Gabriel 45.05 feet to t) northerly line Heights Section ie southwesterly of said Lot 2 Six; THENCE, 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, 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 I, Slide 269 of the Plat Records of Williamson County, Texas, bears S87038144"W, a distance of 891.29 feet, THENCE, 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 N87038144"E, a distance of 175.29 feet; THENCE, 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"E, 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 BEGINNING, 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 HEREBY CERTIFY THAT THE PROPERTY DESCRIBED HEREIN WAS DETERMINED BY A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. jp BURY &: PARTNERS, INC. ENGINEERS -SURVEYORS 3345 BEE CAVE ROAD, SUITE 200 AUSTIN, TEXAS 78746 RPM *1 = &I N JOHN T. BILNOSK R.P. S. NO. 49 STAT OF TEXAS 10HN I BILNOSKI ' •a 4998 tid•. Ess\°.••y SUR��" EXHIBIT D - DEVELOPMENT AGREEMENT ; 20030896�4B 39 t�9s � STATE OF TEXAS § DEVELOPMENT AGREEMENT WITH § FORESTVILLE ASSOCIATES, A COUNTY OF WILLIAMSON § MARYLAND GENERAL § PARTNERSHIP CITY OF GEORGETOWN § REGARDING DEVELOPMENT OF WOLF RANCH This evelopment Agreement (the "Agreement") is entered into this day of 20033 by and between the City of Georgetown, a Texas Home Rule unicipal Corporation ( City„) and FORESTVILLE ASSOCIATES, a Maryland General Partnership, whose generalpartner is Simon Property Group, L.P., a Delaware limited partnership, and which is a wholly owned subsidiary of Simon Property Group, Inc., a Delaware corporation ("Simon"). WHEREAS, Simon has a contract to purchase that certain 100.676 (+/-) acre tract of land (the "Property") generally located at the southwest corner of 11135 S and SH 29 W, and more specifically described on Exhibit A, which is attached hereto and incorporated herein for all purposes as if set forth in full; and WHEREAS, 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 to promote new economic development as contemplated by Chapter 380 of the Texas Local Government Code, ART. 5190.6 TEX, REv. Civ, STAT. ANN. (Vernon's 1987 and Vernon's Supp. 2003) and Chapter 311 of the Texas Tax Code, whereby Simon will construct, develop and operate the Project or cause the Project to be operated, in conformance with the City's zoning and other development 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; and WHEREAS, 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 to the off -site Public Utility and Public Road Improvements described herein, a contributing factor that would induce Simon to develop the Project would be the creation of a tax increment reinvestment zone and an agreement by City to provide a performance based economic development grant Simon Development Agreement for Wolf Ranch Page 1 of 23 eX �I l ¢ `, 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 WHEREAS, 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: 2. Notice to Proceed and Authorization to Expend Funds Li 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 e6, l aoq n - U- l (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's failure to construct and operate the Project as required herein. 2. Rights and Obligations of Simon 2.1. Compliance with Development Regulations and 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 Project. 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 B. 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 from the Citizen Survey and at the City's request, Simon shall cooperate to execute the documents required to convey the 17 acres (+/-) of land described on Exhibit C of this Agreement, which is attached hereto and incorporated herein as if set forth in full, to the City or to the Texas Parks and Recreation Foundation to be held in trust for the benefit of the City as directed by the City. At a future 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 Master • Plan. Simon shall post the land to be designated as parkland with "No Trespassing" signs. Public access to the Parkland shall be limited in accordance with the PUD Zoning Ordinance for the Property. 2.4. 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 Department substation and for the display of City tourism literature (including space for a City tourism 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, Simon agrees to allow the City's tourism brochures and informational literature 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 Property. 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 cost to the City. 2.6. Electric Utility Services for the Simon Round Rock, Texas Project. Simon shall obtain electric service from the City at competitive rates and City rates substantially similar to those applicable to others in the City's electric service area for its proposed project located in Round Rock, Texas generally located on the East side of IH 35 S. between Chandler Road and Westinghouse Road, which is located in the City's electric service area. 2.7. Creation of a Public Improvement District ("PID") and/or a Tax Increment Reinvestment Zone ("TIRZ")TIRZ. Simon Development Agreement for Wolf Ranch Page 4 of 23 #j es. I �Xo1 0.3. Lk i Ex I b I IL "A 0 to 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 further 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 ill 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 r on the Public Road Improvement Obligations. The amount of the assessment shall be determined as of November 301h 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 30th 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 300' 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 -Site Improvements 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 30`h of each year and shall represent the difference between 53% of the City's 1% portion of the sales tax generated from the Property for the immediately preceding fiscal year ending September 301h, 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, Simon agrees that it shall own the remainder of the Property in fee simple for the term of this 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 portions of the Property and use its commercially reasonable efforts to ensure that sales taxes are generated as soon as possible. 2.9. Neighborhood Empowerment 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 IEs1 l aO1d3• 1k~/ EX h ; b H- ', °' 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. Attorneys 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. 2.12. Cooperative Marketiniz. 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 be 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 • Cxhab. "A e Ft l 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 Payments. 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 I A, 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 31 st 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 carry -forward 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. S. 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 "CITY 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 Iitigation, 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 law. 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 which 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 Attorneys Fees. 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 FWAiMINME 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) 263-7971 - phone (317) 263-7038 — fax with copy to: Charlie Crossfield Sheets & Crossf eld 309 E. Main Street Round Rock, Texas 78664 (512) 255-8877 - 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`" Street, Suite 550 Austin, Texas 78701 Attn: Trish Carls (512) 4724845 - phone (512) 472-8403 - 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 Legal 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 running 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 AM450MOM 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 Idate 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 fampw 0 �: EXECUTED by the parties to be effective on 1c°19' 1 er o2003 (the "Effective Date"). CITY OF GEORGETOWN, TEXAS By: Date: q'll "09 ATTEST: Sandra D. Lee, City is E. Carls, Brown & Carls; City Attorney THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the MA day Gary Nelon, Mayor of the City of Georgetown, a. Texas home rule on behalf of municipal corporation. ,w P, SANDRA D. LEA { w SE 14(twyy Pubk stele at' am * sCc = Aty ww"M EON rr /4rtfmM" Notary Public in and for the State of Texas Simon Development Agreement for Wolf Ranch Page 21 of 23 of ? 2003, by m coration, P � 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 ;r By: David Simon, President, SIMON PROPERTY GROUP, INC Date: 0200.3 THE STATE OF COUNTY OF This instrument was acknowledged before me on the day of 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 SIMON PROPERTY GROUP, L.P. a Delaware limited partnership, which is the general partner of Forestville Associates, a Maryland general partnership. Notary P&Wc in ax dofor :\ the State of 144 td� .�-- •- - _ _ Gayla J. Garvin, Nota . V, + County of Residence Marioin 110 'i? Commission Expires: 9119/07 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 M+gat: A , . K . . . 100.676 ACRES WOLF RANCH SUBDIVISION DESCRIPTION FN NO . 03 -12 6 (J,7M) JUNE 12, 2003 BPI JOB NO. 1262-01 OF A 100.676 ACRE TRACT OF LAND OUT OF THE CLEMENT STUBBLEFIELD SURVEY, ABSTRACT N0, 5581 SITUATED IN WILLIAMSON COUNTY, 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, 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 VOLUME 824, PAGE 434 OF SAID DEED RECORDS, AND ALL OF THAT CERTAIN 0.68 ACRE TRACT OF LAND CONVEYED TO TRAVIS CARTER AND WIFE, JO BETH CARTER Y 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: COMMENCINC3, 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; TMENCE, S010070*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 igE, ron rod with cap act for the POINT QF QXjarH(3 inch � the northeasterly corner hereof; TETENCR, 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) and distances; courses 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 1604811890 an arc length of 1208.32 feet and a chord which bears S06°39'25"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) S15003136"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; fi 1 4, % 1 1 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 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 Resubdiv3sion of San Gabriel Heights Section Si.x,. a subdivision of record in Cabinet P, Slide 247 of said Plat Records, the following nineteen (19) courses and distances; 1) N8203113SHWI a distance of 148.00 feet, 2) N99052'09^We a distance of 186.00 fapt; 3) N60055'31"W, a distance of 75.00 feet; 4) N54°21'29mW1 a distance of 114.00 feet; 5) N30°22'32"W, a distance of 56.00 feet; 6) N5401612711W, a distance of 81.00 feet; 7) N42113E'1:;"W, a distance of 334.00 feet; 8) N50045139"W, a distance of 181.00 feet; 9) N70059102"W, a distance of 221.00 feet; 10) S82047111"W, a distance of 243.00 feet; 11) S77017121"W, a distance of 140.00 feet; 12) 565006'16NW, a distance of 131,00 feet; 13) S45007152"W, a distance of 59.00 feet; 14) S71038124"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) S87033151"W, a distance of 156.00 feet; 18) S86018'35"W, a distance of 82.00 feet; r J,qIATIO �'M FN 03-128(JJM) JUNE 12, 2003 PAGE 3 OF 3 19) S69023`45"W, a distance of 4a.05 feet to the southwesterly corner hereof, being in the northerly line of said Lot 2 Resubdivision of San Gabriel Heights Section Six; TH=CE, 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, again passing at a distance of 671.00 feet a cotton spindle set for reference, and continuing for a total distance of 2128080 .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 record in Cabinet I, Slide 269 of the Plat Records of Williamson County, Texas, bears S87°38'44"W, a distance of 891.29 feet; . THMM, N87038144"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 N87°38'44"E, a distance of 175.29 feet; THBNCE, 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) S0202111608, 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 Pond op BEGINK=GE, containing an area of 100.676 acres (4,385,447 sqa ft.) of land, more or less, within these metes and bounds. DO THAT I, JOHN T. BILNOSKI, A. REGISTERED PROFESSIONAL LAND SURVEYOR, HEREBY CEkY'lr'Y '11IA1' THE PROPERTY DESCRIBED HEREIN WAS DETERMINED BY A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. BURY & PARTNERS, INC. ENGINEERS -SURVEYORS 3345 BEE CAVE ROAD, SUITE 200 AUSTIN, TEXAS 78746 • u++�YVARl R.P. .S. NO. 4998 STATR OF TEXAS 4998 r :' SCHEDULE Start Site Work (Grading/Utilities/Storm/Paving) Site Mork Substantially Complete Building Pads Preparers (400K +/- sof) Start Building Construction (400K +/- s.f.} Building Shells Substantially Complete (400K +/_ s.f.) Interior Finish Outs Substantially Complete Site Lighting Substantially Complete Site Landscaping and Signage Complete Amenities Areas Substantially Complete Ponds/Water Features Substantially Complete Tenants' Fixturing, Stock & Staffing Certificates of Occupancy for 400k+/_ s.f. Certificates of Occupancy for remaining 220K +/- s.f. Number of Days from date of Simon's Notice to Proceed per Section 1.2(B) of the Development Agreement 45 Days 360 Days 180 Days 210 Days 390 Days 420 Days UtM 510 Days 510 Days 510 Days 510 Days 1050 Days It 1: 17.170 ACRES PORTION OF WOLF TRACT SIMON PROPERTY GROUP DESCRIPTION FN NO. 03-145(MJJ) JUNE 30, 2003 BPI JOB N0. 1262-01.20 OF A 17.170 ACRE TRACT OF LAND OUT OF THE SURVEY. ACLEMENT STUBBLEFISi,D ABSTRACT NO. 558, SITUATED IN WILLIAMSON COUNTY, TEXAS, BPiNG A PORTION OF THS REMAINDER OF THAT CERTAIN I422 ACRE TRACT OF 84 OF THE LAM CO�R� TO JAY L. WOLFOF BY DKF3D �OF RECORDCOUIN VOLUME 422, PAGE ry, DEED RBRECORDSWILLIAMSON N''TEXAS17 ACRES ALSO BRING PROPOSED LOT 1BLOCK „,AR WOLF 70 , ; RANCH St7$D SAID 17.1N, A SUBDIVISION NOT YET OF RECORD; SAID 17.170 ACRES BRING MORE PARTICULARLY DESCRIBED BY MEnS AND BOUNDS AS FOi;I,C7WS CrXG, at a concrete highway monnument f southwesterly intersection of ound at the Highway 35 (R.O.irt. Varies) and State Highway 29 (100' R.O.W.), bei the northeasterly corner of a remaini tract; ng portion of said 412 acre , leaving the southerly li westerly of State Highway 29, along the westerly right-of-way Xine of Interstate Highway 35, being the easterly line of the remainder of said 412 acre tract, the following three (3) courses and distances: 1) S01007'260W, a distance of 698.66 feet to a concrete highway monument found at the point of e ct=ve to the left; uzvature of a non -tangent 2) Along said non -tangent curve to 4119the left having a radius.of .70 feet, a central angle of 16048'18", an arc length of 1.208.32 feet and a chord which bears S06°39'25"E, a distance Of 1.203.99 feet to a concrete highway monument found at highway PT -Station 900+20.69 for the end of said curves 3) SI.S°03'36"E, a distance of 236.22 feet a 1/2 inch iron rod with cap set for the POINT OF B39an rTE' M and northeasterly corner her THM09, S150034'36NEr 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 Raver, 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, South. Fork Apartments, a subdivisiBlock "A" on of record in Cabinet F. Slides 341-342 of *the plat Records of Williamson County, Tess. jr FN 03-145(MSJ) JUNE 30, 2003 PAGE 2 OF 4 IIMC8, 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 those certain tracts of land conveyed to R.W. Pearce by deed of record in Volume 695, Page 347 and Volume 635r 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, 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 146.00 feet; 2) N69052109"W, a distance of 186.00 feet; 3) N600551310W, a distance of 75.00 feet; 4) N54021129RWI a distance of 114.00 feet; 5) N30022132"W, a distance of 56.00 feet; 6) N54016127NWI a distance of 91.00 feet; 7) N42°36113"W, a distance of 334*00 feet; 8) N50045139NWr a distance of 181000 feet; 9) N70059,020W, a distance of 221.00 feet; 10) S82047r11"'W, a distance of 243.00 feet, 11) S7701712laW, a distance of 140.00 feet; 12) S65a06r16"W, a distance of 131.00 feet; 13) S45007152NW, a distance of 59.00 feet; 14) S71038'24"W, a distance of 209.00 feet; 15) S57001r55NW, a distance of 155.00 feet; 16) S71036117"Wr a distance of 56.00 feet; 17) S87033r51"Wr a distance of 156400 feet; 18) S86018r35"Wr a distance of 82.00 feet; { M. FN 03-145 (MtTJ) JUKE 30, 2003 PAGE 3 OF 4 19) S69023r45"w, a distance of 45.05 feet to a point in the northerly line of said Lot 2, Resubdivision of San Gabriel Heights Section Six, for the southwesterly corner hereof; TI=C3, N0202111617W, 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; xRKM'011 continuing over and across said 412 acre tract, for the northerly line hereof, the following twelve (3,2) courses and distances: 1) N87039'17vE, a distance of 188.50 feet to a 1/2 inch iron rod with cap set for an angle point; 2) N77444'11XEr a distance of 194.34 feet to a 1/2 inch iron rod with cap set -for an angle point; 3) R88*52'580E, a distance of 136.07 feet to a 1/2 inch iron rod with cap set for an angle point; 4) S82003'32"E, a distance of 183.08 feet to a 1/2 inch iron rod with cap set for an angle point; 5) S63040126"E, a distance of 117.84 feet to a 1/2 inch iron rod with cap set for an angle point; 6) S80°541141R, a distance of 227.22 feet to a 1/2 inch iron rod with cap set for an angle point; . 7) 5590001239E, a distance of 216.92 feet to a 1/2 inch iron rod with cap set for an angle point; 8) S77037111'E, a distance of 255,58 feet to a 1/2 inch iron rod with cap set for an angle point; 9) S54039132"E, a distance of 477.22 feet to_a 1/2 inch iron rod with cap set for an angle point. 10) S63002147"E, a distance of 187.36 feet to a 1/2 inch iron rod with cap set for an angle point, 11) S81000'40"E, 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) S89059137"E, a distance of 75.61 feet to the PAINT Op BEGIMIIiM, containing an area of 17.170 acres (747,925 sqo ft.) of land, more or less, within these metes and bounds. THAT I, MARK Jo JEZISEK, • REGISTERED PROFESSIONAL LANr SURVEYOR DO HEREBY CERTIFY THAT THE PROPERTY DESCRIBED HEREIN WAS DETERMINED BY A SURVEY SUPERVISION* r. s r; GROUND rz• DIRECTION r BURY & PARTNERS, 3345 BEE CAVE ROADF SUITE TEXASAUSTZNf � R,P,L,S, NO, 5 STATE OF TEXAS 7 TASK NAME City of Georgetown Funded Execute S.H. 29 Advanced Funding Agreement Purchase S.H. 29 Right-of-way (Including Water Quality Pond and relocation of utilities) Execute I.H. 35 Advanced Funding Agreement F.H. 35 Front. Road Bridge Water 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 I rakeiIN . is ESTIMATED NUMBER OF DAYS TO COMPLETE (FROM DATE OF SIMON'S NOTICE TO PROCEED PER SECTION L2(B) OF THE DEVELOPMENT AGREEMENT* 30 EYi7 30 365 1 210 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 EIectric Georgetown Utility Systems -Approximately 2,400 LF of 2l" 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 fiomthe Lift Station to FM 2243, -Approximately 1,000 LF of 12" gravity sewer to the west I-35 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 Iine 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 $315001000. *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 and funded as part of Exhibit "B". The estimated date for completion of all utility relocation will be consistent with the completion schedule of Exhibit "B". ***Tasks may be accelerated by Letter Agreement signed by all Parties per Section 1.1 of the Development Agreement. rt'`l, AF EXHIBIT F PUBLIC ON -SITE IMPROVEMENTS 1. Description of Public On -Site Improvements: ITEM: Water distribution system Storm sewers and drainage ponds Sanitary sewers Electric line relocation and installation Parking lots and on -site roadways Public areas and plazas TOTAL II. Submission of Data: NOT TO EXCEED $152000,000 Because the performance 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 1 % 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: r '� 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. t WAIVER OF SALES TAX CONFIDENTIALITY 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 Signature' Printed Name: Title: Phone. Date. Tax Outlet Number (As shown on Texas Tax Permit) ` 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(800) 531-5441, Ext. 5-0411. [;AA1'117aFdWWM EXE—n1T G Project Oversight Committee Members For Simon: Joe Stallsmith Curt Tappendorf Marty Mazany (or their designees or replacements) Far the City: Tom Yantis Jim Briggs Micki Rundell (or their designees or replacements) FILED.. AND RECORDED OFFICIAL PUBLIC RECORBeu 09-12-200 11:06_AM„2003089648 MAMWILLIAMSON COUNTY$ EXHIBIT E - PUD DEVELOPMENT PLAN 1. 2. 3. 4. DEVELOPMENT PLAN FOR WOLF RANCH PLANNED UNIT DEVELOPMENT DEFINITIONS All definitions listed in Chapter GG !f 16 of the Unified Development Code of the City of Georgetown (the Code ) shall govern terms not defined shall be interpreted Dictionary, subject to the approval of Development Services. interpretation of this Development Plan. Any using Random House Webster's Unabridged interpretation by the Director of Planning and This Development Plan (hereinafter referred to as the "Plan") covers approximately 102.627 acres of land located within the city limits of Georgetown, Texas, and being more particularly described in Exhibit "A", attached hereto and incorporated herein. The purpose of this Plan is to ensure the development of an integrated, unified development that meets the specific objectives of Section 3.06.040 (A) of the Code. These objectives are: (1) provides a variety of employment opportunities and commercial services to achieve a balanced community; (ii) an orderly and creative arrangement of all land uses with respect to each other and to the entire community; (iii) a planned and integrated comprehensive transportation system; (iv) the provision of cultural or recreational facilities for all segments of the community; (v) the location of general building envelopes to take maximum advantage of the natural and manmade environment; and, (vi) the staging of development in a manner which can be accommodated by the timely provision of public utilities, facilities and services. APPLICABILITY OF CITY ORDINANCES 4.1 Zoning The Property shall be regulated for purposes of zoning by this Plan. All aspects not specifically covered by this Plan shall be regulated by applicable sections of the Code. All uses and development within the Property shall generally conform to the Development Plan as set forth herein. The PUD is designed to be used in conjunction with General Commercial District (C-3), which is the zoning designation most similar to and compatible with the uses proposed for the PUD. All standards and requirements of General Commercial District (C-3) shall apply unless specifically superceded by the standards and requirements of this Development Plan. 11 4.2 Other Ordinances All other Ordinances within the Code of Ordinances of the City of Georgetown shall apply to the Property, except as clearly modified by this Plan. 5. DEVELOPMENT AREAS 5.1 Development Areas The Property shall be developed as a single project, with four (4) Development Areas and four (4) separate Neighborhood Amenity Areas, the locations of which are shown on the Development Area Plan attached hereto and incorporated herein as Exhibit "B." The total PUD land area of approximately 102.627 acres may be developed with buildings containing a combined maximum building area of no more than 850,000 square feet. Development Area One will contain approximately 495,000 square feet of retail/restaurant space. Development Area Two will contain approximately 155,000 square feet of retail/restaurant space. Development Area Three will contain approximately 200,000 square feet of retail/restaurant space. Development Area Four is allocated to parking. The exact footprints of the building locations within each Development Area may be modified, s o 1 ong as t he a bove-stated combined in aximum building area square footage requirements remain the same. Said modifications may not be considered a major change to the Plan, and shall be approved, in accordance with Section 4.04.030(A)(6) of the Code. 5.2 Neighborhood Amenity Areas The project layout and amenity areas are designed to take advantage of and be integrated to the natural environment. The Property shall contain four (4) major Neighborhood Amenity Areas, which shall incorporate a natural elements theme and architecture to support this purpose. The architecture of the Amenity Areas shall utilize textural elements of the region, including limestone, timber, wrought iron, stucco, and weather - galvanized roof canopies. Each Neighborhood Amenity area is described in Exhibit `B" as follows: Amenity Area "A"- The Wind Neighborhood, located at the apex of a natural draw, overlooks the San Gabriel river basin, and will be cooled by breezes funneled through the draw and adjacent restaurant buildings. The neighborhood, encompassing approximately 10,500 square feet, features three pedestrian gathering spaces constructed of broom finished concrete, textured concrete, stone and concrete paver banding. Limestone walls and planters will also be constructed to divide the space visually. Handicap ramps and steps will be constructed to traverse the nearly four feet of grade change from one side of the plaza to the other. In addition to the hardscape, approximately 4,500 square feet of landscape planters will be included with select species of plants. Low-level pedestrian light fixtures will also be included throughout the plaza for improved circulation and safety. 1A Amenity A rea " B"- The Shade Neighborhood, located at the terminus of the entrance drive, is orientated to the northeast and includes the preservation and utilization of a large thirty-eight inch (38") caliper Live Oak creating a large shady plaza with outdoor seating. The outdoor seating and pedestrian gathering spaces will comprise approximately 11,000 square feet and will be constructed of broom finished concrete, textured concretes, with stone and concrete paver banding for accent. Walks will range from minimums of approximately 10 feet to maximums of approximately 25 feet on other areas with divided planter areas. A limestone retaining wall will be constructed around the base of the existing live oak that will serve as a raised planter as well as providing informal seating opportunities. A total of 4,700 square feet will be devoted to landscape planting beds planted with shade plant species identifiable only in the shade neighborhood. Amenity Area "C"- The Water Neighborhood shall be pedestrian in nature, with small specialty retail tenants, freestanding retail kiosks, large expansive landscaped sidewalks from 17 feet wide to 35 feet wide, a wide vehicular medium that preserves and utilizes existing trees, and terminating with a large vertical water feature as the centerpiece of three (3) restaurant sites. Amenity Area `C' which measures approximately 24,000 square feet, connects to a trailhead leading to the three large ponds at the southeast corner of the property, and providing a pedestrian link to the future San Gabriel River trail system. Paving patterns and materials inside of the water neighborhood will be constructed of broom finished concrete, textured concretes, stone and concrete pavers. Sidewalk planters, street trees and landscaped beds will complete the plaza. Benches and native stones will be set in the landscape to provide for seating opportunities within the neighborhood. Amenity Area "D"- The Nature Walk shall be a passive pedestrian corridor linking the Shade Neighborhood and the northern grouping of shops and restaurants. This pedestrian corridor will include informal seating areas made of native boulders and will meander through an existing stand of native Live Oak trees. Plantings of approximately 24,000 square feet of native grasses and shrubs will surround a five (5) foot wide decomposed granite walk as the pedestrian moves through the space. Informational plaques will educate the public to the value of indigenous grasses and water conservation. The Nature Walk will meander along both sides of the identified parking lot before terminating at the northern boundary of the amenity area. The native grasses and shrubs to be planted along the pedestrian corridor will be comprised of the following types of materials*: Sedge Meadows ® Creek Sedge ® Meadow Sedge ® Pine Winter Grass 6 Texas Blue Grass 3 r • A Mid -Height Grasses • Big Bluestem • Indian Grass • Prairie Cord Grass • Little Bluestem Understory Shrubs • Inland Sea Cats • Purple Top Low Grasses • Sideoats Grama • Buffalo Grass *Similar species maybe substituted depending on availability. 6. SIGNAGE PLAN The Signage Plan shall be as depicted in Exhibits "C", 11C411 and 11C-2" attached hereto and incorporated herein. Exhibits "C-l" narrates the designs of the signs shown on the Signage Plan. Exhibit "C-2", attached separately but incorporated herein, contains renderings of said signs. All regulation of signage shall be pursuant to this section. If not set forth herein, the applicable sections of the Code shall apply. The primary goal of the Signage Plan is to effectively utilize signs as a means of clear visual communication, blending with the natural environment, and improving pedestrian and traffic safety. Tenant signage will only convey the name of the business and product of service offered. The signage around the perimeter of the property will be consolidated and will consist of a standard design that assures that the overall signage for the center does not dominate the streetscape. All signs shall be constructed of materials and colors compatible with those utilized on the primary building's facades so as to blend into the environment. Pedestrian sign kiosks, no greater than 9 feet in height, will be located in areas to inform visitors of Georgetown's history and special events so as to encourage visitation to the downtown area and other areas of Georgetown, such as Lake Georgetown, San Gabriel Park and Southwestern University. The Code does not regulate pedestrian signage. The standards proposed herein are unique to a pedestrian environment. Proposed deviations from sign requirements in the Code are attached hereto and incorporated herein as Exhibit "C-3". 1 �. 6.1 Expiration of Master Sign Plan For the purposes of this development the expiration of the Master Sign Plan .per Section 3.02.050 of the Code is extended from 12 months to 36 months from the date of Council approval of this PUD. '7* VASTE"ITATER AND WATER CONCEPT UTILITY PLAN ANY TOPOGRAPHY AND • . A Wastewater and Water Concept Utility Plan and Topography and Drainage Map, are attached hereto as Exhibits "D" and "D4" respectively, and incorporated herein. Both Plan a nd M ap a re c onceptual i n n ature and in ay b e in odified i n t he future. Plans for drainage and utility facilities will be reviewed as part of the subdivision and construction plan review process and approved by the City and/or the State of Texas prior to installation. 7.1 Gateway Wet Pond The g ateway p ond,1 ocated at the southeast corner of the site will provide three main functions for the site. First, it will provide for the filtration and detention of on -site storm water before it enters the San Gabriel River. Secondly, its prominent location will provide views into the site from Interstate 35. And thirdly, the pond will be surrounded with walking trails and small gathering spaces providing outdoor gathering areas for patrons of the center. The three -tiered pond will be approximately 51,000 square feet and is nestle in between several existing specimen live oaks. Dividing each level will be rock waterfalls of approximately five feet in height. Aquatic plants will also be incorporated into the pond, softening the edges and providing color. Along the exterior of the pond and under the existing shade trees will be decomposed granite walking trails (a minimum of 5' width) with limestone boulder seating. Development of the Property will be generally in accordance with the Traffic Impact Analysis (TIA) attached hereto as Exhibit "E" and incorporated herein. Minor modifications to the TIA may be requested to the Director of Public Works and the Director of Planning and Development Services. The construction, design and phasing of roadway improvements are addressed in the attached TIA. and in a separate Development Agreement between Owner and the City. Wi � A R The proposed site driveway at the future 4-way intersection of CR 265 East and SH 29 may exceed forty-five (45') feet in width so as to align with the future cross-section of CR 265 East, north of SH 29. All roadways and alleys within the PUD shall be private. 8.1 Roadway and Intersection Improvements The project applicant shall be responsible for a percentage of the cost of the construction of all roadway and intersection improvements identified in the project TIA. These percentages, identified with each of the required improvements, are incorporated in the May 6, 2003 memorandum from the City's Development Engineer. This memorandum is attached hereto as Exhibit "E4" and incorporated herein. 8.2 Private Traffic Circle The proposed traffic circle, located around the central fountain in Amenity Area C, shall be designed and constructed in compliance with all applicable vehicle circulation standards contained in Chapter 12 of the Unified Development Code. 9. LANDSCAPING PLAN The Landscaping Plan is attached hereto and incorporated herein as Exhibit "F. Exhibit "F" shows the location of preserved trees, replaced trees and all landscaping. Exhibit "F- V shows a cross-section of the State Highway 29 Landscape Buffer. All regulation of landscaping shall be pursuant to this section. If not set forth herein, the applicable sections of the Code shall apply. 9.1 Site Landscaping Section 8.02.010 of the Code requires 15% site landscaping to be calculated as a percentage of impervious cover. The proposed site landscaping accounts for 28% of the impervious coverage for the gross site area (65% of 102.62). Additionally, a minimum of twenty-five percent (25%) of the Tree Canopy will remain and/or w ill b e r eplaced, exceeding t he f ifteen p ercent (15%) minimum requirement as stated in Section 8.02.010 of the Code. Shade trees with mature canopy sizes of one thousand square feet (1,000 square feet), as described in Section 8.02.030B of the Code, will be planted no closer than eighteen feet (18') on center. 9.2 Open Space All areas not containing buildings, structures, parking lots, sidewalks, the seventeen (17) acre buffer zone on the south side of the Property, or other improvements, including but no J 4. not limited to front, side and rear building set back areas, and all areas between the curb line and the property line, will be planted, landscaped, and maintained in good condition or left undisturbed. The landscape planting design will provide for easy maintenance. Utility easements will be landscaped consistent with other landscape areas where allowed by the respective utility company. 9.3 Grass and Turf Areas All landscaped areas not in groundcover or shrub beds, or undisturbed areas, will be planted with Bermuda and/or native grasses. St. Augustine grass is prohibited. Qverseeding in fall with cool season native grasses is. allowed. The use of edging material to separate all grass areas from shrub and groundeover areas is encouraged wherever possible. The edging material will be steel, stone or mulch. No plastic edging is allowed. No vegetative slopes shall exceed a 3:1 ratio, unless constructed of solid sod or slope stabilization matting. 9.4 Irrigation An underground, automatic irrigation system will be installed in all landscaped areas. Sprinkler heads will be located to effectively water the landscaped areas with minimal spray onto roadways, parking areas and walkways. Landscape areas within public right- of-ways will be irrigated in compliance with the City of Georgetown and the Texas Department of Transportation's regulations. 9.5 Parking Lot Landscaping Landscape areas will be provided within all parking lots. A total of eighteen square feet (18 square feet) of landscaping will be provided per parking stall, with two (2) four (4") inch trees and four (4) shrubs to be provided for each six hundred square feet (600 square feet) of required landscape area. Tree islands and medians will be located so as to maximize the protection of existing mature trees. In areas where no existing trees are located within the parking field, tree islands will be provided to reduce the thermal impact of unshaded parking lots. These trees will be planted in islands with a minimum interior dimension of eight -foot (8') wide landscape areas. Trees may be grouped to preserve existing clusters and create a more aesthetic effect. 9.6 Street Trees Street trees will be planted along those parts of the PUD fronting public roadways. Street trees will be a minimum of four inch (4") caliper trees, planted at the average rate of one (1) tree per every one hundred feet (100') of street frontage. Trees may be clustered, as shown o n E xhibit " F" t o p reserve e xisting clusters and create a more aesthetic effect. Existing trees that are to remain along street frontages may count towards street tree credits. 7 9.7 Gateway Landscape Buffer The SH 29 Gateway Buffer shall be within twenty feet (20') from the right-of-way line, with the first ten feet (10') planted in grasses with a five (5') foot sidewalk, and the remaining ten feet (10') planted in conformity with the landscape provisions of Section 8.06 of the Code. A cross-section of the SH -29 Landscape Gateway Buffer is shown on Exhibit "F4", attached hereto and incorporated herein. Section 8.06 of the Code requires a twenty-five (25') foot landscape buffer. 9.8 South Buffer Yard An undisturbed buffer area along the San Gabriel River corridor will be retained between this development and the residential neighborhood. This buffer area which is measured along the limits of the construction line shown on Exhibit F will be a minimum of one hundred twenty-five feet (125') in width, with some portions exceeding six hundred feet (600') in width, with all natural vegetation to remain. This buffer width will exceed the requirements set forth in Section 8.04.010 of the Code. In addition, a planting bench ranging from four (4') foot to ten (10) foot in width shall be added along the southern portion of the service drive where retaining wall will be constructed. Said landscaping bench shall be planted with a dense mixture of native trees and understory plantings, including Live Oaks, Shumard Oaks, Cedar Elms, Bald Cypress, Wax Myrtle and Yaupon in between. A ten foot (10) high green chain link fence with green wind screen shall be installed between the service drive and the landscaping bench to mitigate views and prevent litter from reaching the buffer area. Owner shall be responsible for maintaining said fence on a continuous basis. 9.9 West Buffer Yard A landscaped buffer area will be retained between the western boundary of the PUD and the adjoining tract for a minimum of fifteen (15') feet. 9.10 Utility Lines All utility lines will be underground to connection points provided by the utility service provider. All transformers will be screened by Developer. Electric service shall be installed according to the City's Development Regulations, 9.11 Parkland Dedication Approximately seventeen (17) acres of land, as shown on Exhibit "B", shall be dedicated to the City as public parkland after drainage and utility improvements have been installed and accepted by the City. Said parkland shall remain undisturbed until dedicated to the City. Said dedication shall not prohibit the construction of drainage and utility 0 r I mprovements to serve the PUD. Said dedication is not required by the Code for commercial developments. At a future 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 adopted City of Georgetown Parks Master Plan. The final plat for the property shall include a 5-foot wide easement from Highway 29 to the City's proposed hike -and -bike trail. No public access shall be constructed until the trail is constructed, and Simon shall post the land to be designated as parkland with "No Trespassing" signs. 10. TREE PRESERVATION Approximately fourteen thousand (14,000) caliper inches of existing trees will be retained on site, including approximately five thousand (5,000) caliper inches of trees along the San Gabriel River corridor. These trees will provide a natural buffer between the PUD and the adjacent residences, as well as preserving area along the river for future City park hike and bike trail. Approximately nine thousand five hundred (9,500) caliper inches of existing trees will be removed on site in the parking areas and building footprints. An estimated two thousand three hundred (2,300) caliper inches of newly planted trees will be provided upon completion of the landscape planting for the site, with all proposed shade trees being a minimum of four inch (4") caliper. Of the total caliper inches of trees within the PUD, approximately 70% shall be on the site upon project completion as a combination of preserved and replaced trees. The Tree Preservation Plan meets the intent of Section 11.03.050 of the Code. Exhibit "G", attached hereto and incorporated herein, shows the location of all existing trees currently on site. Exhibit "G- 1", attached hereto and incorporated herein, shows the trees which are proposed to be removed. The Landscape Plan, as shown on Exhibit "F", depicts the location of saved trees and replaced trees, as well as all other landscaping. The following is a summary of the Tree Preservation Plan. Total existing caliper inches of trees on site 23,759 Total caliper inches of trees removed 99469 Total caliper inches of trees preserved 14,290 Total caliper inches of trees replaced 21300 Total caliper inches on site after construction 169589 The Code requires that 40% of caliper inches of removed trees be replaced. Based on the above, 24% of caliper inches of removed trees will be replaced. however 70% of all caliper inches of currently existing trees will be saved and/or replaced. 10.1 Tree Protection Plan At or before site plan review, and prior to the removal of any trees, a Tree Protection Plan shall be submitted to the Director of Planning and Development Services pursuant to W t Section 11.03.040 of the Code. Unless noted herein, all other provisions of the Code shall be complied with in full. Native trees shall be preserved to the maximum extent feasible. Preserved natural areas shall be integrated with the design of open space, screening and landscaped areas. 10.2 Tree Survey A Tree Survey has been filed with, and accepted by, the Director of Planning and Development Services, as required by Section 11.03.20 of the Code. A Tree Survey for Development Area 3 shall be submitted at the time of application for Site Plan review. 10.3 Existing Trees Existing mature trees to be retained on the site shall be protected before, during and after construction pursuant to the requirements listed in Exhibit "H", attached hereto and incorporated herein. This protection plan exceeds Code requirements. 11. PERMITTED USES AND LIMITATIONS The PUD is designed to be used in conjunction with General Commercial District (C-3), which is the zoning designation most similar to and compatible with the uses proposed for the PUD. All standards and requirements of General Commercial District (C-3) shall apply unless specifically superseded by the standards and requirements of this Development Plan. 11.1 Prohibited Uses All uses permitted under General Commercial District (C-3) shall be permitted, with the exception of the following uses which are expressly prohibited.0 all residential uses, mini -warehouses, rental storage units, flea markets, sexually oriented businesses (as defined in Section 243.002 of the Texas Local Government Code), amusement parks or carnivals, portable buildings, recreational vehicle parks, outdoor shooting ranges, pawn shops, heavy equipment sales, kennels (but not prohibiting pet shops and veterinary clinics with overnight facilities), vehicle sales (unless related to special events and under 20 vehicles) , vehicle repair shops, and truck stops. 11.2 Height Restrictions All height restrictions established for General Commercial District (C-3) shall apply to all buildings within the PUD, except that decorative architectural features towers on top of buildings may exceed the General Commercial District (C-3) by fifteen (15') feet. The 65' decorative architectural feature, shown on Exhibit B, is exempt from the height 10 r provisions pursuant to Section 6.03.040(C)(2) of the Code. General Commercial (C-3) zoning in the Code restricts height of buildings to forty-five (45') feet. 11.3 Building Setbacks All building setbacks established for General Commercial District (C-3) shall apply to all buildings within the PUD; except that buildings within Development Area One shall be permitted zero -line side yard setbacks for both zoning and platting purposes. The Code restricts side yard setbacks to four (4') feet. 11.4 Flag Lot Widths Flag lots shall be a minimum width of fifteen feet (15'). 11.5 Outdoor Sales and Displays Outdoor sales and displays are permitted in conjunction with the use of a building, so long as said outdoor sales are temporary in nature. Any outdoor sales continuing for more than three consecutive days are prohibited. Outdoor sales and displays are further limited to the following areas: 11.5.1 Sidewalks Outdoor sales and displays are permitted on sidewalks adjacent to buildings, but limited to an area of no more than fifty percent (50%) of the sidewalk area that is located within twenty feet (20') from the building. In no event may the outdoor sale and display area exceed ten percent (10%) of the interior floor area of the adjoining building. Said area shall be designated on the site plan, and physically striped on the site itself. The Code limits outdoor sales to 30% of the sidewalk area located within 5' of the building. 11.5.2 Dining Areas Any o utdoor cafe o r o utdoor d ining a rea (including outdoor seating for a food court) that: (i) is located and operated as an integral part of the principal use, and (ii) does not comprise a separate business use or a separate business activity. 11.5.3 Permitted Garden Center Area A garden center is permitted in an area less than ten thousand square feet (10,000 square feet) in size and visually screened with permanent landscaping screen on all sides, except for the side facing the principal building that it serves. The landscape screen shall consist of evergreen shrubs planted at a maximum of forty- eight (48") inches on center on all sides requiring screening. The shrub species 11 I� l shall be a maximum of five (5') feet in height at maturity and be fully irrigated. The landscaping screen shall be of sufficient density to block views of the majority of the interior of the permitted outdoor sales area from ground level. The permitted outdoor sales area must be an area separated from, and not a part of, any parking lot, but the permitted outdoor sales area may be adjacent to parking lots. The permitted outdoor sales area may not impede traffic circulation. 11.6 Buildings 11.6.1 Building Materials All buildings will be constructed to follow a consistent architectural theme with building materials consistent with Section 7.04.040 of the Code. A materials pallet shall be submitted to, and approved by, the Director of Planning and Development prior to construction of any building. The building material pallet for the Target store is described herein and attached hereto as Exhibit "I", attached hereto and incorporated herein. All building materials utilized within the PUD will be generally consistent with the materials shown on Exhibit "I". 11.6.2 Building Articulation The Building Articulation requirements listed in Section 7.04.030B of the Code will be met or exceeded for all buildings within the PUD. Compliance with Section 7.04.030 shall be in context of the entire buildings, and not on each individual building. Horizontal Articulation will be achieved through the use of projecting canopies, awnings, masonry pilaster or accents or with change of materials and colors. Canopies may be freestanding trellis elements or extend as a fixed facade element. Vertical Articulation will be achieved by creating stepped parapets, towers or vertical feature elements that extend above and back over the primary roof structure. The facades of the retail shops will receive Vertical Articulation below the primary sign area, through the use of sloped and. flat canopies or awning elements mounted at varying elevations. The Target elevation is attached hereto and incorporated herein as Exhibit "I4". 11.7 Pedestrian Connectivity All sidewalks will be located within the sidewalk zones on the Pedestrian Connectivity Plan attached hereto as Exhibit "J" and incorporated herein. Walkways shall allow for maximum pedestrian mobility within the project. All sidewalks shall be designed to allow pedestrians to freely access all shops and Amenity Areas. These walks will be constructed of concrete, decorative concrete banding, pavers, stamped asphalt, decomposed granite and crushed limestone. These walks will have a maximum slope of five percent (5%) in any direction of travel and a maximum. of two percent (2%) cross slope. Handicap ramps and decorative crossings will be constructed in compliance with 12 /� is �, � • � • r the Americans with Disabilities Act. Crushed stone paths will serve as major connectors through parking lots. These paths are laid out along the main north/south and east/west axis. Crosswalks will be installed at strategic locations to maximize safety where pedestrian and vehicular conflicts exist. The sidewalk along SH 29 shall be linked to the interior sidewalks within the site. The east site driveway and SH 29 shall be signalized for future pedestrian crossing. A cross- section of this intersection is shown on Exhibit "J". 11.8. Outdoor Storage, Service and Loading Areas All outdoor storage, truck docks, loading areas, trash compactors, refuse storage containers and ground -mounted service equipment will be screened from public view and constructed in compliance with the Code. 11.9 Exterior Lighting 11.9.1 Minimal Spillover All site lighting will be designed and installed to restrict the level of illumination to two (2) foot candles maximum measured at a height of three feet (3') at the property line of adjacent properties. At south property line, fixtures will be designed and mounted in such a manner that the cone of light does not cover an area beyond the service drive behind the buildings and the light source will not be visible. All light fixtures will be sharp cut-off with hidden bulb features and will meet Illuminating Engineering Society of North America standards. Facade lighting shall be accomplished by the use of wall mounted light fixtures or ground lights. 11.9.2 General Parking Lot Illumination All site lighting will be designed and installed so that the level of illumination as measured in foot-candles at grade provides a minimum of two (2) foot-candles maintained. Where possible on the site to maintain acceptable light uniformity, a maximum to minimum light level design goal is not to exceed a ratio of five to one. Light fixtures will be metal halide and mounted on a maximum forty (40') foot poles. A site line study is to be prepared and submitted to the City for review and approval, prior to final site plan approval to ensure that light fixtures may not be seen from the adjacent neighborhood to the south. 13 11.9.3 Amenity Areas, Walkway and Passenger Drop Off Areas All lighting in pedestrian walkways and Amenity Areas may be decorative, architectural lights may not be completely shielded from public view, but may be no more than twenty feet (20') in height. 11.10 Parking Requirements The Parking Areas are located as shown Exhibit "B", the Development Area Plan. All parking and parking lot design shall be in compliance with applicable sections of the Code, except that two-way drive aisles shall have a minimum width of twenty-four feet (24'), as opposed to the twenty-six feet required by the Code. Outdoor seating for eatery establishments shall not be included in parking calculations, as required by the Code. All access to parking aisles shall contain a painted stop bar on the exiting lane of the pavement designating both the need to stop and the direction of the travel lanes, eliminating the need for directional arrows as required in Section 9.03.020 of the Code. Additionally, parking areas of the project may be used for public parking to serve the dedicated parkland. 12. IMPERVIOUS COVER The impervious cover limit for this development is bS % of the gross site acreage. A waiver as provided for in Section 11.02.020-A 1, 2, & 3 shall be requested by the applicant during the subdivision process. The applicant proposes to provide for Wet Ponds constructed to meet TCEQ criteria for water quality, providing alternative landscape design as described and provided for in this Development Plan, and by limiting disturbance and preservation of natural areas as identified on the General Plan - Exhibit B and Landscape Plan (Exhibit F). 14 Y s�f+ �fr i�fe R a R - WOU RANCH GE00GETOWK t�ua GENERAL PLAN EXHIBIT 8 SIM0N a P, ;r<ner 'A �... r OMPOMIro EXIIIBIT F - LOCATION OF PROPOSED PUBLIC IMPROVEMENTS 0 0 A z Z n x _I II t- u a �I 1 I 1 I a -- ..`'a, --- r _ 36 _1 \;' � � J�/— ��i}YY•fg�Yb��6Y�Q�6tr�1� ���� 1 I E � 1 � Y all IL L i 6 WOLF RANCH m N GEORGETOWN TEXAS EXHIBIT B-1 SIMON' �! Bury+Partners w .gy..�resyw ' . SIMON PROPERTY GROUP 1¢NCYtO M ar MpRCt M; .W-Of.W EXHIBIT G - ESTIMATED COSTS OF PUBLIC IMPROVEMENTS r EXHIBIT G Estimated Cost of Public Improvements Water Sanitary Sewer Drainage Improvements & Ponds Hardscape/Public Areas/Retaining Wall Landscape Area Parking & Access Drives Engineering & Design $893,600 $1,741,600 $5,145,200 $1,195,700 $4,686,700 $157000,000 EXHIBIT H - CASH FLO W AND DEBT SER VICE w F N O J U Z V > IMM _ N Z LL V Z In W W im w 'l F" a w w Cl) w cl Q 3 N O g Q ~ U U. 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CD O L N v N a 0 w _o c (D E co CL L- o N U. C F E Q) N .L. > O 2 CL m _E N N > C @ O a) a o a m Op U 3 c c � c LL U. Ln O to Q L rn ao a) C O O N L O fl O M Ocyi a T ER a O C 7 O i N CO 3 @a� T E N L E 0 Q O a Z n n Lo. m E o a c to @ (U O cp co Q CU y CO > @ p a m M c L a N L E o N m 0) Lo .00 } 2 C C N C1 ` U CD y O C L) N CD y V O U .D. c @ 0 E O 0 y a 0 O f0 N O (A U) Q m APPENDIX I - ECONOMIC AND MARKET FEASIBILITY STUDIES 1 _ Economic Impact of Wolf Ranch Georgetown, Texas •r • TIP Strategies, Inc. (TIP) was engaged by the City of Georgetown to conduct an economic impact analysis of the Wolf Ranch development, an open-air mall proposed for construction by Simon Properties along IH-35, just south of Highway 29. The project's anchors are expected to include a number of major retailers, such as Target, Kohl's, Office Depot, and Best Buy, as well as several "sit-down" restaurants. As described at the time of this analysis, the development will contain 688,550 square feet of retail, with sales of approximately $209 million. To estimate the economic impact to the region (defined here as Williamson County), we used IMPLAN Professional 2.0, an input-output based model available through Minnesota IMPLAN Group, Inc. (MIG). The model was populated with data for the study area purchased from MIG for 2000, the most recent year available. Results were then inflated to current (2003) dollars for this report. The primary inputs for the model, annual sales figures, were provided by the City of Georgetown. Findings We estimate that the Wolf Ranch development, upon completion, will have a total annual impact of $88.4 million on the economy of Williamson County, and will employ a total of 1,650 people (including direct, indirect and induced employment), generating $24.6 million in wages. Total value-added for the development —that is, the sum of employee compensation, proprietary income, other property4ype income, and indirect business taxes resulting from the development —is $50.0 million dollars. Table 1: Wolf Ranch Impacts (in 2003 dollars) Source: IMPLAN; TIP Strategies, Inc. These estimates assume that all jobs are filled by Williamson County residents. As the percentage of non -county residents employed at the development increases, the economic impact of the project for Williamson County would decrease (See Sensitivity Analysis: Employment, Table 7). Given the number of major retailers proposed for the development, the results also assume a modest level-25 percent —of local purchases (See Sensitivity Analysis: Imports, Table 6). 0 Economic Impact of Wolf Ranch Develc. ent, Georgetown, Texas The economic impact of the Wolf Ranch development was modeled using IMPLAN Professional 2.0, an input-output based model available through Minnesota IMPLAN Group, Inc. (MIG). The model was populated with data for the study area purchased from MIG for 2000, the most recent year available. Input-output analysis is a complex econometric method that uses observed transactions between industries to create models of industry relationships in an economic region. In addition to describing the relationship between industries, input-output analysis produces multipliers that can be used to predict the impact of a specific change in economic activity in the area, such as the closing of a military base, or in this case, the opening of a large retail center. Assumptions The most important consideration in econometric modeling is the assumptions made about the project or event being analyzed. Sales/Output The IMPLAN model is driven by either a change in production (employment), or output (sales). Estimated annual sales figures, as published in a report by Real Estate Strategies, Inc., were provided to TIP by the City of Georgetown. Estimated net sales were used in the model.' These figures were derived using gross margins from the 1997 Economic Census. Gross margin, sometimes referred to as gross profit, is defined as total sales less the cost of sales. 10K reports for several of the possible tenants revealed a range of gross margins for fiscal year 2001, from a low of 29.9 percent for Target to 41.2 percent for Bed Bath & Beyond. However, in the absence of specific information, national gross margins were used. i Sates figures were not adjusted to reflect losses from existing merchants. Although it is likely that there will be some loss of sales by existing businesses within the region, those losses will be offset by new dollars coming in from outlying communities and by the recapture of sales tax dollars currently "leaking" out of the community to other areas. This assumption is supported by one of the most widely published studies of a major chain store's impact on small communities. The study, published in 1995 by Dr. Kenneth Stone of Iowa State University, tracks changes in retail sales for 36 Iowa towns with a Wal-Mart store. Dr. Stone's study indicated that total sales in these towns increased by as much as 8 percent after five years, despite losses to existing merchants. TIP STRATEGIES, INC. iq Economic Impact of Wolf Ranch Develc ent, Georgetown, Texas Table 2: Wolf Ranch Sales Assumptions Source: Real Estate Strategies, Inc.; Simon Property Group; TIP Strategies, Inc.; U.S. Census Bureau Employment As stated, the IMPLAN model can be used to measure the impact of either a change in employment (production), or a change in sales (output). In our model, impacts were measured using changes in sales, with employment figures automatically supplied by the software. Because these model -derived estimates significantly overstated the employment that could be expected from this type of development (see Table 5), we adjusted the specific retail industries to more closely match local conditions. This was accomplished by calculating the net sales per employee using actual retail sales data for 2000 from the Texas Comptroller of Public Accounts, as illustrated in Table 3. Table 3: Calculation of Sales per Employee based on Actual Retail Sales Data for 2000 Source: Texas Comptroller of Public Accounts; IMPLAN; TIP Strategies, Inc. To arrive at an estimate of net sales, the Comptroller's data was multiplied by the same gross margin used to derive estimated net sales for the project (Le., 31.8 percent for General Merchandise Stores and Miscellaneous Retail, and 65.6 percent for Eating and Drinking Places). This figure was then divided by the number of employees in each industry segment from the IMPLAN mode12 to arrive at an estimate of sales (or output) per employee. Z IMPLAN employment was used rather than Texas Workforce Commission data since IMPLAN data are derived from several sources, each of which goes through an extensive process to estimate data excluded for non-disdosure. K3 Economic Impact of Wolf Ranch Devek ~ ent, Georgetown, Texas Table 4: Sales Per Employee versus Output per Worker from IMPLAN Source: IMPLAN; TIP Strategies, Inc. With the exception of Eating and Drinking Places, sales per employee calculated using actual sales data from the Comptroller's office were significantly higher than that reported by IMPLAN. Therefore, adjustments were made to General Merchandise Stores and Miscellaneous Retail to bring their output figures in line with the Comptroller's data. The resulting employment estimates were comparable to national figures for major chain department stores .3 As a result, the lower employment figures (those calculated from the Comptroller's sales data) were used for the impact analysis. Table S: Wolf Ranch Employment Estimates Source: IMPLAN; TIP Strategies, Inc. Sensitivity Analysis: Imports Because the anchors of the Wolf Ranch project are likely to be major retail chain stores with large-scale purchasing and distribution systems, it can be assumed that only a very small portion, if any, of their purchases will be made within Williamson County. We conducted sensitivity analyses by adjusting the model to judge the effect of imports on the overall impact of the development. As we expected, the results indicate that the model results are affected by the level of expenditures that occur locally. s Using figures from the 1997 Economic Census (the most recent year available), we calculated an average of 148 employees per establishment for national chain department stores with sales of $10 million to $24.9 million. TIP STRATEGIES, INC. 0 Economic Impact of Wotf Ranch Deve%, ent, Georgetown, Texas Construction Costs The impact of the construction was not included in the model, as economic gains from construction are temporary and usually do not accrue to the local economy because the inputs — labor and material --often come from outside the region. The omission of construction costs from the estimate of economic impact means that the total impact is likely understated. Any additional gains from the short-term changes in economic activity arising from the construction of the development should be seen as "the icing on the cake." Pull Factor Impact A pull factor is a measure of trade area size. It is calculated by dividing local per capita retail sales by per capita sales for the state. Pull factors greater than 1.00 provide an indication that merchants are selling to the equivalent of all residents in the community, plus a percentage of non-residents. Pull factors less than 1.00 are an indication that a community's sales tax dollars are "leaking" to surrounding communities. To estimate the impact of the mall on Georgetown's pull factor, we first calculated an estimate of the amount of taxable retail sales that could be expected from the development (Table 8). Table 8: Estimated Taxable Sales Generated by Wolf Ranch Development in 2004 Source: Texas Comptroller of Public Accounts; TIP Strategies, Inc. Note: Percent Taxable was calculated from three years of sales tax data (1999 through 2001). This figure was then added to estimates of taxable retail sales for 2004, the year the mall is projected to open. As one might expect, the addition of more than $130 million in taxable sales — an increase of nearly 60 percent above projected figures for 2004—has a significant impact on the city's pull factor (1.62 with the development versus 1.04 without). However, projections based on historical trends should always be viewed with caution, as these trends may not hold in the future. This caveat is particularly true in this case, since retail demand responds quickly to changes in economic conditions at the national, state, and local level. Given the relatively small number of years included in the analysis, the projections were heavily influenced by the recent economic downturn. As a result, the mall's impact on the city's pull factor (Table 9) may be somewhat overstated. TIP STRATEGIES, INC. N f � i Economic Impact of Wolf Ranch ©evel, rent, Georgetown, Texas Table 9: Impact of Wolf Ranch Sales on Georgetown's Pull Factor Source: Texas Comptroller of Public Accounts (Taxable Retail Salesfor 1999 through 2001); U.S. Census Bureau (Texas population through 2002); City of Georgetown (population figures through 2002, except 2000 Census figure); TIP Strategies, Inc. (remaining years). Note: 1999 pull factor differs from previous calculation performed by TIP in 2001 due to significant downward revision to the city's 1999 population estimate following the release of the 2000 Census. 7 February 10, 2003 Mr. William Hammer Simon Property Group, Inc. P.O. Box 7033 Indianapolis, IN 46207 Dear Mr. Hammer: In accordance with our engagement letter dated January 16, 2003, Real Estate Strategies, Inc. ("RESP') has prepared for Simon Property Group, Inc. ("Simon") a fiscal impact analysis of the benefits derived from the development of the proposed Wolf Ranch retail center in Georgetown, Texas. This letter report briefly summarizes the key assumptions and methodology RESI used to prepare the analysis. The Wolf Ranch development is projected to generate total revenues to the City of Georgetown in the amount of $114.5 million over a 20 year period. The present value of this income stream is estimated to be $49.0 million in 2004, the year project development will take place. Fiscal Impacts: Construction Phase — Based on the site plan provided by Simon, it was assumed that the Wolf Ranch Development would contain a total of 688,551 square feet of retail space. Of this amount, 449,950 would be anchor and junior anchor tenants, 182,601 square feet would be smaller interior retail shops, and the remaining 56,000 square feet would be out parcels. It was assumed that all outparcels will be developed as restaurants. Hard costs were estimated at $60.00 per square foot for the base building and an additional $40.00 per square foot for the interior fit -out of anchor and junior anchor tenants for a total of $100.00 per square foot. It was assumed the smaller shops would cost $50.00 per square foot for the interior fit -out for a total of $110.00 per square foot. The outparcel restaurants were assumed to cost an additional $50.00 per square foot over the costs of building the smaller shops. This additional cost would be for equipment bringing the total costs to $160.00 per square foot. Based on these assumptions, total hard costs for the Wolf Ranch development would total $74.0 million. It was further assumed that building materials represent 55 percent of the hard costs or $40.7 million. It was also assumed that 100 percent of the materials would be purchased in the State of Texas and therefore subject to the Texas sales tax of 8.0 percent. The City of Georgetown currently receives 1.75 percent of the Texas sales tax and the remaining 6.25 percent is retained by the State. Of the 1.75 percent, the City utilizes 1.0 percent of the Texas sales tax for the general revenue fund, 0.5 percent for the transportation improvement fund and an additional 0.25 percent for the street maintenance fund. Given these tax rates, the construction phase of the Wolf Ranch Development would contribute $407,226 to the general revenue fund, $203,613 to the transportation improvement fund and $101,807 to the street maintenance fund for a total of $712,646 in tax revenue to the City of Georgetown. According to estimates provided by Simon, it is projected that the Wolf ranch development will create 850 construction jobs. Fiscal Impacts: Operations Phase — During the operations of the Wolf Ranch Development, it was assumed that the sales generated by the tenants in the building would also be subject to the 8.0 percent State of Texas sales tax and the City of Georgetown would receive the same percentages of 1.0 percent for the general revenue fund, 0.5 percent for the transportation improvement fund and 0.25 percent for the street maintenance fund. The street maintenance tax, however, is scheduled to sunset in April, 2007 and it was assumed that voter approval would not be obtained to renew it. Based on the construction schedule, it was assumed that Anchor #1 would open for business at the end of 2004 and have its first full year of operations in 2005. Anchor #2 is assumed to open in October 2005. All of the remaining anchor tenants were assumed to open in April 2005 and the small interior retail shops were assumed to open in July 2005. The outparcel restaurants are assumed to open in September 2005. Thus the first full year of operations for the Wolf Ranch Development will be 2006, when it is estimated that the Center will generate a total of $220.2 million in sales revenue. It was also assumed that 20 percent of outparcel restaurant revenue will be from alcohol sales and thus subject to the 14% State of Texas alcohol tax. During the first full year of operations, the alcohol sales in the Center will total $4.1 million. According to the State Comptroller's Office, the City of Georgetown receives 10.7143 percent of this tax, the County receives an additional 10.7143 percent and the State retains the remaining 78,5714 percent. Over the 20 year period of the analysis, retail sales were projected to inflate at 4.0 percent per year, except for the Anchor #1 tenant. The proposed retailer estimates that their revenue will increase by 7.4 percent per year. During this 20 year period, the Wolf Ranch development is projected to generate approximately $6.6 billion in total sales, of which, $116.4 million are estimated to be from alcohol sales. The sales tax revenue for the general revenue fund over the 20 year period was discounted back to 2004 utilizing a 9.0 percent discount rate. The remainder of the sales tax revenue and the alcohol tax revenue were discounted back to 2004 utilizing a 6.0 percent discount rate. According to the City of Georgetown, their cost of funds currently is approximately 5.0 percent. Assuming a risk factor associated with borrowing the funds in the future and uncertainty achieving the stated goals of the development, a discount rate of 6.0 percent was used. This is estimated to result in a present value of $41.1 million in sales tax revenue for the City of Georgetown, of which $24.0 million would be contributed to the general revenue fund, $16.2 million would be for the transportation improvement fund and $889,995 would for the street maintenance fund. The alcohol tax would generate an additional $860,998 in funds for the City of Georgetown making the total present value impact from the operations of the Center $42.0 million. According to the International Council of Shopping Centers, retail developments in the State of Texas generate one permanent job for every 500 square feet of gross leaseable space. Utilizing this formula, the retailers at the Wolf Ranch development would create approximately 1,380 permanent jobs. Fiscal Impacts: Real Estate Taxes - Real estate taxes were calculated based on the estimated value of the Wolf Ranch development upon completion utilizing real estate tax rates provided by Simon and the City of Georgetown. The City of Georgetown receives 12.1 percent of the total tax, Williamson County receives 18.4 percent and the Georgetown Independent School District receives the 69.5 percent balance. The discount rate of 6.0 percent, described above, was used to discount the revenue stream back to the present. Based on the analysis, the Wolf Ranch development will generate a total of $41.5 million in real estate taxes over the 20 year period. The present value of this revenue steam would be $24.5 million in 2004 dollars. The City of Georgetown will receive $5.0 million over the 20 years at a present value of $3.0 million. Williamson County will receive $7.6 million over the 20 years at a present value of $4.5 million. The Georgetown Independent School District receives the balance of $28.9 million over the 20 years at a present value of $17.0 million. Fiscal Impacts: Electric Revenue — The City of Georgetown operates an electric utility. It was estimated that the Wolf Ranch development will utilize 32.1 million kilowatt hours of electricity. Applying an effective utility rate of $0.0509 per kilowatt hour, the project will generate $1.7 million in gross revenue in 2006, the first full year of operations. Applying a 4.0 percent per year inflation factor, the project will generate approximately $48.1 million in gross revenue over the 20 year period. According to the City of Georgetown, 10.0 percent of the revenue stream is earmarked for the general revenue fund. This would generate $4.8 million over the 20 year period for the City of Georgetown. Utilizing the 6.0 percent discount rate discussed above, the 2004 present value of this revenue stream would be $2.4 million. Fiscal Impacts: Water/Sewer Revenue — The City of Georgetown also controls the water and sewer services. It was estimated the Wolf Ranch development will utilize 25.1 million gallons of water per year. Applying an effective water utilization rate of $0.0256 per gallon, the project will generate $668,072 in gross revenue in 2006, the first full year of operations. Applying a 4.0 percent per year inflation factor, the project will generate approximately $18.9 million in gross revenue over the 20 year period. According to the City of Georgetown, 10 percent of the revenue stream is earmarked for the general revenue fund. This would generate approximately $1.9 million over the 20 year period for the City of Georgetown. Utilizing the 6.0 percent discount rate, the 2004 present value of this revenue stream will be $936,524. Terms and Conditions. These materials do not ascertain the legal and regulatory requirements applicable to the proposed project. The analysis that we prepare is be based on estimates, assumptions and other information developed from research of the market, our knowledge of the industry and other factors, including certain information that you have provided. Some assumptions inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results will vary from those described, and the variations may be material. Further, we will neither evaluate management's effectiveness nor are we responsible for future marketing efforts and other management actions upon which actual results will depend. We will have no responsibility to update our report to account for changes that may occur after our fieldwork is completed. We appreciate the opportunity to prepare this analysis for you and look forward to working with you again on future engagements. Very truly yours, REAL ESTATE STRATEGIES, INC. Margaret B. Sowell President Simon Property Group Wolf Ranch Development Summary of Fiscal Impacts To the City of Georgetown I 2004 I 20 Year Tyne of Fiscal Impact Present Value Total Impact ;onstruction Sales Tax Revenue: General Revenue Tax $407,226 $407,226 Transportation Improvement Tax $203,613 $2031613 Street Maintenance Tax 1 $101,907 1 $101,807 Total Construction Sales Tax Revenue' $712,646 ( $712,646 Sales Tax Revenue: General Revenue Tax $241008,795 $66,194,370 Transportation Improvement Tax $161245,746 $331097,185 Street Maintenance Tax 1 $889,995 1 $130522361 Total Sales Tax Revenue $41,144,536 $100,343,917 Alcohol Tax 1 $860,998 1 $1,746,687 Total Georgetown City Tax ' $422005,533 ' $102,090,604 teal Estate Tax Revenue: City of Georgetown $2,9621380 $5,024,462 Williamson County $4,504,776 $7,640,504 Georgetown School District $172015,323 1 $28,8593513 Real Estate Tax Revenue ( $24,4827480 ' $411524,479 Jectric Utility: Total Revenue $48,057,140 General Fund Revenue $2,3853837 1 $4,805,714 Vater/Sewer Utility: Total Revenue $183865,859 General Fund Revenue $936,524 1 $1,886,586 Fiscal Impacts: City of Georgetown $49,002,921 ' $1142520,011 City, School District, County 1 $70,5231021 1 $151,0203029