HomeMy WebLinkAboutORD 2021-17 - Westhaven PID2021045782 ORD Total Pages: 137
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ORDINANCE NO. P-6D- I - l -7
AN ORDINANCE LEVYING SPECIAL ASSESSMENTS FOR, AND
APPORTIONING THE COSTS OF, CERTAIN IMPROVEMENTS TO
PROPERTY IN AND FOR THE PARKS AT WESTHAVEN PUBLIC
IMPROVEMENT DISTRICT; FIXING A CHARGE AND LIEN AGAINST
ALL PROPERTIES WITHIN THE DISTRICT, AND THE OWNERS
THEREOF; PROVIDING FOR THE MANNER AND METHOD OF
COLLECTION OF SUCH ASSESSMENTS; PROVIDING FOR
DEFERRED ASSESSMENTS; PROVIDING FOR PENALTIES AND
INTEREST ON DELINQUENT ASSESSMENTS; MAKING A FINDING
OF SPECIAL BENEFIT TO PROPERTY IN THE DISTRICT AND THE
REAL AND TRUE OWNERS THEREOF; APPROVING A SERVICE AND
ASSESSMENT PLAN; APPROVING A CONSTRUCTION FINANCING
AND REIMBURSEMENT AGREEMENT; APPROVING A LANDOWNER
AGREEMENT; PROVIDING A SEVERABILITY CLAUSE; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, Subchapter A of Chapter 372 of the Texas Local Government Code (the
"Act") allows for the creation of public improvement districts; and
WHEREAS, a petition was submitted and filed with the City Secretary (the "City
Secretary") of the City of Georgetown, Texas (the "City") pursuant to the Act, requesting the
creation of a public improvement district located within the corporate limits of the City to be
known as Parks at Westhaven Public Improvement District (the "District" or "PID") to provide
public improvements within the District to include the design, acquisition, and construction of
public improvement projects authorized by Section 372.003(b) of the Act that are necessary for
development of the District, which public improvements will include, but not be limited to,
streets, roadway construction, water, wastewater, and drainage facilities and improvements,
parkland improvements and other improvement projects; and
WHEREAS, the petition contained the signatures of the record owners of taxable real
property representing more than 50% of the appraised value of the real property liable for
assessments within the District, as determined by the then current ad valorem tax rolls of the
Williamson Central Appraisal District, and the signatures of record property owners who own
taxable real property that constitutes more than 50% of the area of all taxable property that is
liable for assessment by the District; and
WHEREAS, on January 26, 2021, after due notice, the City Council (the "City Council")
of the City held the public hearing in the manner required by law on the advisability of the
improvement projects described in the petition as required by Section 372.009 of the Act and on
January 26, 2021 the City Council made the findings required by Section 372.009(b) of the Act
and, by Resolution No. 012621-M (the "Creation Resolution"), adopted by a majority of the
members of the City Council, authorized the creation of the District in accordance with its
finding as to the advisability of the improvement projects; and
Parks at Westhaven PID — Assessment Ordinance Page 1
WHEREAS, following the adoption of Creation Resolution, on February 3, 2021, the
City published notice of its authorization of the creation of the District in The Williamson County
Sun, a newspaper of general circulation in the City; and
WHEREAS, no written protests regarding the creation of the District from any owners of
record of property within the District were filed with the City Secretary within 20 days after the
date of publication of such notice; and
WHEREAS, pursuant to the Act, the proposed assessment roll (the "Assessment Roll")
and service and assessment plan were filed with the City Secretary; and
WHEREAS, pursuant to Section 372.016(b) of the Act, the statutory notice of a public
hearing to be held by the City Council on March 9, 2021 was published on February 24, 2021,
advising that the City Council would consider the levy of the proposed assessments (the
"Assessments") on real property within the District was published in The Williamson County Sun,
a newspaper of general circulation in the City, and was mailed -to the last known address of the
owners of the property liable for the Assessments; and
WHEREAS, the City Secretary, pursuant to Section 372.016(c) of the Act, mailed notice
of the public hearing to consider the proposed Assessment Roll and the Service and Assessment
Plan and the levy of the Assessments on property within the District to the address of record at
Williamson Central Appraisal District, such address being the last known address of the owners
of the property liable for the Assessments; and
WHEREAS, after notice was provided as required by the Act, the City Council on March
9, 2021, held a public hearing to consider the levy of the proposed Assessments on property
within the District, at which any and all persons who appeared, or requested to appear, in person
or by authorized electronic means as provided in the notice of public hearing published on
February 14, 2021 or by their attorney, were given the opportunity to contend for or contest the
Assessment Roll, and the proposed Assessments, and to offer testimony pertinent to any issue
presented on the amount of the Assessments, the allocation of the Actual Costs (as defined in the
attached Service and Assessment Plan) of the authorized improvements to be undertaken for the
benefit of all property to be assessed within the District (the "Authorized Improvements"), the
purposes of the Assessments, the special benefits of the Authorized Improvements, and the
penalties and interest on annual installments and on delinquent annual installments of the
Assessments; and
WHEREAS, the City Council finds and determines that the Parks at Westhaven Public
Improvement District Service and Assessment Plan, which includes the Assessment Roll , in a
form substantially similar to the attached Exhibit A, which final form shall be approved by the
City Manager (the "Service and Assessment Plan"), and which is incorporated herein for all
purposes, should be approved and that the Assessments should be levied as provided in this
Ordinance, the Service and Assessment Plan, and the Assessment Roll; and
WHEREAS, the City Council further finds that there were no written objections or
evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the
Parks at Westhaven PID — Assessment Ordinance Page 2
Actual Costs of the Authorized Improvements as described in the Service and Assessment Plan,
the Assessment Roll, or the levy of the Assessments; and
WHEREAS, in connection with the levy of the Assessments, concurrently herewith,
Westinghouse77, L.P. (the "Landowner"), the owner of the privately -owned and taxable property
located within the District, will execute a Landowner Agreement (defined below), wherein the
Landowner, among other things, approves and accepts this Ordinance and the Service and
Assessment Plan, including the Assessment Roll, consents to and accepts the levy of the
Assessments against its properties located within the District, and agrees to pay the Assessments;
and
WHEREAS, in connection with the levy of the Assessments, concurrently herewith, the
City Council has found and determined to authorize and approve in substantially final form the
Construction, Financing and Reimbursement Agreement Parks at Westhaven Public
Improvement District between the City of Georgetown and Westinghouse77, L.P. (the
"Construction, Financing and Reimbursement Agreement") pursuant to which the Landowner
has agreed to construct the Authorized Improvements identified in the Service and Assessment
Plan, and the City has agreed to reimburse Landowner for the costs of constructing the
Authorized Improvements from the Assessments or, after bonds are issued as allowed by the PID
Act, from the proceeds of said PID Bonds; and
WHEREAS, the City Council closed the public hearing on March 9, 2021, and, after
considering all oral, written and documentary evidence presented at the hearing, including all
written comments and statements filed with the City, determined to proceed with the adoption of
this Ordinance in conformity with the requirements of the Act; and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and the public notice of the time, place and purpose of said meeting was given
as required by Chapter 551, Texas Government Code, as amended.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS:
Section 1. All matters stated in the preamble of this Ordinance are found to be true
and correct and are incorporated into the body of this Ordinance as if copied in their entirety.
Section 2. The action of the City Council holding and closing the public hearing in
these proceedings is hereby ratified and confirmed.
Section 3. The Service and Assessment Plan attached to this Ordinance as Exhibit A
has been presented to and reviewed by the City Council and the City Council hereby approves
said Service and Assessment Plan and adopts the attached Service and Assessment Plan as the
service plan and assessment plan for the District. All capitalized terms not otherwise defined
herein shall have the meanings given to such terms in the Service and Assessment Plan.
Parks at Westhaven PID — Assessment Ordinance Page 3
Section 4. The Authorized Improvements described in the preamble of this
Ordinance and in the Service and Assessment plan include the improvements that will benefit
and serve all of the property within the District (the "PID Improvements"). The PID
Improvements benefit and serve all of the property within the District and are set forth in Section
III of the Service and Assessment Plan.
Section 5. The City Council hereby finds and determines upon the evidence
presented in reference to the property located within the District that: (i) the enhancement and
value to accrue to the District and the real and true owner or owners thereof by virtue of
construction of the PID Improvements will be equal to or in excess of the amount of the cost of
the proposed PID Improvements; (ii) that the apportionment of the costs of the PID
Improvements and the Assessments here and below made are just and equitable and produce
substantial equality, considering the benefits received and the burdens imposed thereby, and
result in imposing equal shares of the cost of the PID Improvements on property similarly
benefitted, and are in accordance with the laws of the State of Texas; (iii) the property assessed is
specially benefitted by means of the said PID Improvements in the District in relation to the costs
of such improvements; (iv) all procedures that have taken place heretofore with reference to the
PID Improvements and Assessments are in all respects regular, proper, and valid; and (v) all
prerequisites to the fixing of the assessment liens against the properties within the District, and
the personal liability of the real and true owner or owners thereof, whether correctly named
herein or not, have been in all things regularly and duly performed in compliance with the Act
and the proceedings of the City Council. The cost of said PID Improvements is hereby assessed
and levied as a special assessment against such properties and the real and true owner or owners
thereof in the amounts as described in Exhibit F of the Service and Assessment Plan attached
hereto.
Section 6. There shall be and is hereby levied and assessed against the property
within the District, and against the real and true owners thereof (whether such owners be
correctly named or not), the sums of money as listed in Exhibit F of the Service and Assessment
Plan attached hereto and made a part hereof shown for each of the respective parcels of property,
and the assessed against the same, and the owners thereof.
Section 7. The sums assessed against property located within the District and the real
and true owners or owner thereof, whether the owner or owners be named or correctly named, or
the properties be correctly described therein or not, together with interest thereon at the rate per
annum when required as set forth in the Service and Assessment Plan and with reasonable
attorney's fees and all costs and expenses of collection, if incurred, are hereby declared to be and
made a first and prior lien upon the respective parcels of property against which same are
assessed from and after this date, and a personal liability and charge against the real and true
owner or owners thereof, whether or not such owner or owners be correctly named herein,
paramount and superior to all other liens, claims or titles except for lawful claims for state,
county, school district, or municipality ad valorem taxes; and that the sum so assessed shall be
payable to the City or its assigns in accordance with the Assessment Roll attached as Exhibit F to
the Service and Assessment Plan.
Parks at Westhaven PID — Assessment Ordinance Page 4
Section 8. (a) The levy of the Assessments shall be effective on the date of adoption
of this Ordinance levying assessments and strictly in accordance with the terms of the Service
and Assessment Plan.
(b) The apportionment of the costs of the PID Improvements to be assessed against the
property within the District, shall be as set forth in the Service and Assessment Plan.
(c) Assessments and Annual Installments shall be collected, administered and may be
reallocated, and the costs of improvements paid, as set forth in: (i) this Ordinance; (ii) the
Service and Assessment Plan and (iii) any ordinance, resolution, bond indenture or agreement
approved by the City Council.
(d) Collection of the Annual Installments for a Parcel are deferred until the Trigger Date
(defined in the attached Service and Assessment Plan) has been reached for each respective
Parcel. If the Trigger Date occurs on or before July 31 st of a given year, then Assessments levied
on the Parcel, including the Annual Installments thereof, will be delinquent if not paid on or
before the January 31 st of the following year. If the Trigger Date occurs after July 31 st of a
given year, then Assessments levied on the Parcel, including the Annual Installments thereof,
will be delinquent if not paid on or before the second January 31 st following the Trigger Date.
Collection of the Annual Installments will in no case occur later than the two-year anniversary
date of the levy of Assessments on the Parcel. Prior to the collection of the other components of
Annual Installments for a Parcel, the City will collect Annual Collection Costs as described in
Section V.D. of the Service and Assessment Plan. Prior to the Trigger Date for the collection of
Annual Installments for a given Parcel, the Annual Collection Costs shall be billed and collected
in the same manner as Annual Installments in the amounts set forth in each Annual Service Plan
Update. Following the Trigger Date for the collection of Annual Installments, the Annual
Collection Costs shall be collected as part of and in the same manner as Annual Installments in
the amounts shown on the Assessment Roll, which may be revised based on actual costs incurred
in Annual Service Plan Updates. The City Council hereby finds and determines that the
estimated appraised value of taxable real property liable for assessment in the District (as
determined by the Williamson Central Appraisal District for the 2020 market valuation of the
four tax parcels comprising the taxable real property in the District) is as follows:
WCAD
Property Id #
Legal Description
WCAD 2020
Market Value
R040525
AW0545 AW0545 - Robertson, J. Sur., ACRES 46.24
$1,096,313
R038803
AW0021 ADDISON, WM. SUR., ACRES 19.00
$269,854
R432432
AW0545 AW0545 - Robertson, J. Sur., ACRES 29.43
$606,748
R038810 j
W0021 ADDISON, WM. SUR., ACRES 19.45
$275,346
TOTAL
$2,248 261
The estimated appraised value of taxable real property liable for assessment in the District after
construction of the improvements described in the Service and Assessment Plan is $111,199,000,
as estimated by the Landowner. The City Council additionally finds and determines that the cost
of the Authorized Improvements is $7,725,000.
Parks at Westhaven PID — Assessment Ordinance Page 5
(e) Each Assessment may be paid in a lump sum or may be paid in Annual Installments
pursuant to the terms of the Service and Assessment Plan.
(f) Each Assessment shall accrue and bear interest at the rate or rates specified in the
Service and Assessment Plan.
(g) Each Annual Installment shall be due and payable and shall be collected each year in
the manner set forth in the Service and Assessment Plan.
(h) Assessments and the interest thereon shall be deposited as and when received by the
City into a separate fund to be used to pay the costs incurred for the PID Improvements,
including debt service on obligations issued to pay the costs of the PID Improvements, and the
establishment of each such fund is hereby approved.
(i) The Annual Installments shall be reduced to equal the actual costs of repaying the
related series of Bonds and actual Annual Collection Costs (as provided for in the definition of
such term), taking into consideration any other available funds for these costs, such as interest
income on account balances.
Section 9. The Landowner Agreement between the City and the Landowner (the
"Landowner Agreement") is hereby authorized and approved in the substantially final form
attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes and the
Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver
such Landowner Agreement with such changes as may be required to carry out the purposes of
this Ordinance. The Mayor's or Mayor Pro Tem's signature on the Landowner Agreement may be
attested by the City Secretary.
Section 10. The Construction, Financing and Reimbursement Agreement between the
City and the Landowner is hereby authorized and approved in the substantially final form
attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes and the
Mayor or Mayor Pro Tem of the City is hereby authorized and directed to execute and deliver
such Financing and Reimbursement Agreement with such changes as may be required to carry
out the purposes of this Ordinance. The Mayor's or Mayor Pro Tem's signature on the
Landowner Agreement may be attested by the City Secretary.
Section 11. This Ordinance incorporates by reference all provisions and requirements
of the Act.
Section 12. If any section, article, paragraph, sentence, clause, phrase, or word in this
Ordinance, or application thereof to any persons or circumstances is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this Ordinance; and the City Council hereby declares it would have
passed such remaining portion of this Ordinance, despite such invalidity, which remaining
portions shall remain in full force and effect.
Parks at Westhaven PID — Assessment Ordinance Page 6
Section 13. This Ordinance shall take effect immediately from and after its passage
and it is accordingly so ordained.
EXHIBIT LIST:
Exhibit A — Service and Assessment Plan
Exhibit B — Landowner Agreement
Exhibit C — Construction, Financing and Reimbursement Agreement
Parks at Westhaven PID — Assessment Ordinance Page 7
PASSED AND APPROVED on First Reading on March 9, 2021.
PASSED, APPROVED AND ADOPTED on Second Reading on March 23, 2021.
CITY OF GEORGETOWN, TEXAS, a
home -rule municipal corporation of the
cl._rrr__-_..
ATTEST:
Robyn De ore, City Secretary
APPROVED AS TO FORM
Skye ffiass, City Attorney
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
BEFORE ME, a Notary Public, on this day personally appeared, by Josh Schroeder, Mayor of the
City of Georgetown, a Texas home -rule municipal corporation, known to me to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me that he executed
the same for the purposes and consideration therein expressed on behalf of the City of Georgetown,
Texas.
GIVEN UNDER MY HAND AND SEAL of office this .�� day of , 2021.
�_ d a A .�
" LINDA RUTH WHRE
My Nosy ID 9124936123 Nota ublic, Sta of Texas
[SEAL] �� May 24, 2024
Parks at Westhaven PID — Assessment Ordinance Page 8
Exhibit A
PARKS AT WESTHAVEN PUBLIC IMPROVEMENT DISTRICT
SERVICE AND ASSESSMENT PLAN
(see attached)
A-1
Parks at Westhaven
Public Improvement District
SERVICE AND ASSESSMENT PLAN
MARCH 23, 2021
L
Table of Contents .......................
_Introduction ...............................
_Section I: Definitions ..................
_Section II: The District ................
.Section III: Authorized Improver
.Section IV: Service Plan .............
.Section V: Assessment Plan.......
_Section VI: Terms of the Assessr
_Section VII: Assessment Roll.......
.Section Vill: Additional Provisior
.List of Exhibits-.... ........................
Exhibit A — District Legal Descrip
.Exhibit B — District Boundary Ma
.Exhibit C —Authorized Improven
TABLE OF CONTENTS
................................................................................................. 1
....................................................................................... 2
................................................................................................. 3
................................................................................................. 9
nts............................................................................................ 9
............................................................................................... 10
............................................................................................... 11
nts.......................................................................................... 13
.............................................................................................. 19
.............................................................................................. 19
.............................................................................................. 21
in............................................................................................ 22
.............................................................................................. 26
nts.......................................................................................... 27
_Exhibit D — Service Plan — Five Year Plan...................................................................................... 28
.Exhibit E — Service Plan — Sources and Uses ........................ 29
.........................................................
.Exhibit F—Assessment Roll........................................................................................................... 30
_Exhibit G-1— Annual Installments................................................................................................. 31
.Exhibit G-2 — Lot Type 1 Annual Installments PER UNIT.............................................................. 32
_Exhibit G-3 — Lot Type 2 Annual Installments PER UNIT.............................................................. 33
_Exhibit G-4 — Lot Type 3 Annual Installments PER UNIT............................................................... 34
.Exhibit G-5 — Lot Type Commercial Annual Installments Per Building Square Foot. ................... 35
.Exhibit H — Maximum Assessment per Lot Type.......................................................................... 36
-Exhibit I — Map of Authorized Improvements.............................................................................. 37
.Exhibit J — Lot Type Classification Map. ........................................................................................ 41
.Exhibit K — Notice of PID Assessment Termination...................................................................... 42
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 1
INTRODUCTION
Capitalized terms used in this Service and Assessment Plan shall have the meanings given to them
in Section I unless otherwise defined in this Service and Assessment Plan or unless the context in
which a term is used clearly requires a different meaning. Unless otherwise defined, a reference
to a "Section" or an "Exhibit" shall be a reference to a Section of this Service and Assessment Plan
or an Exhibit attached to and made a part of this Service and Assessment Plan for all purposes.
On January 26, 2021 the City passed and approved Resolution No. 012621-M authorizing the
creation of the District in accordance with the PID Act, which authorization was effective upon
publication as required by the PID Act. The purpose of the District is to finance the Actual Costs
of the Authorized Improvements for the benefit of property within the District. The District
contains approximately 113.56 acres within the corporate limits of the City, as described legally
by metes and bounds on Exhibit A and as depicted by the map on Exhibit B.
The PID Act requires a service plan covering a period of at least five years and defining the annual
indebtedness and projected cost of the Authorized Improvements. The Service Plan is contained
in Section IV.
The PID Act requires that the Service Plan include an assessment plan that assesses the Actual
Costs of the Authorized Improvements against Assessed Property within the District based on the
special benefits conferred on such property by the Authorized Improvements. The Assessment
Plan is contained in Section V.
The PID Act requires an Assessment Roll that states the Assessment against each Parcel
determined by the method chosen by the City. The Assessment against each Assessed Property
must be sufficient to pay the share of the Actual Costs apportioned to the Assessed Property and
cannot exceed the special benefit conferred on the Assessed Property by the Authorized
Improvements. The Assessment Roll is contained in Exhibit F.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 2
SECTION I: DEFINITIONS
"Actual Costs" mean, with respect to Authorized Improvements, the actual costs paid or incurred
by or on behalf of the Owner of the District: (1) to plan, design, acquire, construct, install, and
dedicate such improvements to the City; (2) to prepare plans, specifications (including bid
packages), contracts, and as -built drawings; (3) to obtain zoning, licenses, plan approvals,
permits, inspections, and other governmental approvals; (4) for third -party professional
consulting services including but not limited to, engineering, surveying, geotechnical, land
planning, architectural, landscaping, legal, accounting, and appraisals; (5) of labor, materials,
equipment, fixtures, payment and performance bonds and other construction security, and
insurance premiums; and (6) to implement, administer, and manage the above -described
activities, including a 4% construction management fee. Actual Costs shall not include general
contractor's fees in an amount that exceeds a percentage equal to the percentage of work
completed or construction management fees in an amount that exceeds an amount equal to the
construction management fee amortized in approximately equal monthly installments over the
term of the applicable construction management contract. Amounts expended for costs
described in subsection (3), (4), and (6) above shall be excluded from the amount upon which the
general contractor and construction management fees are calculated.
"Additional Interest" means the amount collected by application of the Additional Interest Rate
if PID Bonds are issued.
"Additional Interest Rate" means the 0.50% additional interest rate charged on an Assessment
as authorized by Section 372.018 of the PID Act.
"Administrator" means the City or the person or independent firm designated by the City who
shall have the responsibility provided in this Service and Assessment Plan, the Indenture, or any
other agreement or document approved by the City Council related to the duties and
responsibility of the administration of the District.
"Annual Collection Costs" mean administrative, organization, maintenance and operation costs
and expenses associated with, or incident to, the administration, organization, maintenance and
operation of the District, including, but not limited to, costs and expenses for: (1) the
Administrator and City staff; (2) legal counsel, engineers, accountants, financial advisors, and
other consultants engaged by the City; (3) calculating, collecting, and maintaining records with
respect to Assessments and Annual Installments; (4) preparing and maintaining records with
respect to Assessment Rolls and Annual Service Plan Updates; (5) paying, and redeeming PID
Bonds if issued; (6) investing or depositing Assessments and Annual Installments; (7) complying
with this Service and Assessment Plan and the PID Act with respect to the administration of the
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 3
District, including continuing disclosure requirements; and (8) the paying agent/registrar and
Trustee in connection with PID Bonds, if issued, including their respective legal counsel. Annual
Collection Costs collected but not expended in any year shall be carried forward and applied to
reduce Annual Collection Costs for subsequent years.
"Annual Installment" means the annual installment payment of an Assessment as calculated by
the Administrator and approved by the City Council, that may include: (1) principal; (2) interest;
(3) Annual Collection Costs; and (4) Additional Interest, if applicable.
"Annual Service Plan Update" means an update to this Service and Assessment Plan prepared
no less frequently than annually by the Administrator and approved by the City Council, in
accordance with the PID Act.
"Assessed Property" means any Parcel within the District that benefits from the Authorized
Improvements and on which an Assessment is levied as shown on the Assessment Roll and which
includes any and all Parcels within the District other than Non-Benefitted Property.
"Assessment" means an assessment levied against a Parcel and imposed pursuant to an
Assessment Ordinance and the provisions herein, as shown on the Assessment Roll, subject to
reallocation upon the subdivision of such Parcel or reduction according to the provisions herein
and in the PID Act.
"Assessment Ordinance" means the ordinance adopted by the City Council in accordance with
the PID Act that approves the Service and Assessment Plan and levies the Assessment on
Assessed Property within the District, as shown on any Assessment Roll.
"Assessment Plan" means the methodology employed to assess the Actual Costs of the
Authorized Improvements against Assessed Property within the District based on the special
benefits conferred on such property by the Authorized Improvements, as more specifically
described in Section V.
"Assessment Roll" means the assessment roll for the Assessed Property within the District and
included in this Service and Assessment Plan as Exhibit F, as updated, modified, or amended from
time to time in accordance with the procedures set forth herein and in the PID Act, including
updates prepared in connection with the issuance of PID Bonds, if issued, or in connection with
any Annual Service Plan Update.
"Authorized Improvements" mean PID Improvements and District Formation and Bond Issuance
Costs but excluding Owner Funded Improvements, as more specifically described in Section III
and depicted on Exhibit C.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 4
"City" means the City of Georgetown, Texas.
"City Council" means the governing body of the City.
"County" means Williamson County, Texas.
"Delinquent Collection Costs" mean, for an Assessed Property, interest, penalties, and other
costs and expenses authorized by the PID Act that directly or indirectly relate to the collection of
delinquent Assessments, delinquent Annual Installments, or any other delinquent amounts due
under this SAP, including costs and expenses to foreclose liens.
"District" means the approximately 113.56 acres within the corporate limits of the City, as
described legally by metes and bounds on Exhibit A and as depicted by the map on Exhibit B.
"District Formation and Bond Issuance Costs" mean the costs associated with forming the
District and issuing PID Bonds, if issued, including but not limited to attorney fees, financial
advisory fees, consultant fees, appraisal fees, printing costs, publication costs, City costs,
capitalized interest, reserve fund requirements, first year's Annual Collection Costs, underwriter
discount, fees charged by the Texas Attorney General, and any other cost or expense directly
associated with the establishment of the District and/or the issuance of PID Bonds, if such bonds
are issued.
"Estimated Buildout Value" means the estimated buildout value of an Assessed Property at the
time Assessments are levied, and shall be determined by the Administrator and confirmed by the
City Council by considering such factors as density, lot size, proximity to amenities, view
premiums, location, market conditions, historical sales, builder contracts, discussions with
homebuilders, reports from third party consultants, or any other information that may impact
value.
"Indenture" means an Indenture of Trust entered into in connection with the issuance of PID
Bonds, as amended or supplemented from time to time, between the City and the Trustee setting
forth terms and conditions related to the PID Bonds, if issued.
"Initial Parcel" means all of the area within the District as generally described by metes and
bounds in Exhibit A and shown on the map on Exhibit B, consisting of approximately 113.56
acres.
"Landowner Agreement" means that certain Landowner Agreement between the City and
Owner dated March 23, 2021, as may be further amended.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 5
"Lot" means (1) for any portion of the District for which a subdivision plat has been recorded in
the official public records of the County, a tract of land described as a "lot" in such subdivision
plat, and (2) for any portion of the District for which a subdivision plat has not been recorded in
the official public records of the County, a tract of land anticipated to be described as a "lot" in a
final recorded subdivision plat as shown on a concept plan or preliminary plat.
"Lot Type" means a classification of final building Lots with similar characteristics (e.g. lot size,
home product, buildout value, etc.), as determined by the Administrator and confirmed and
approved by the City Council. In the case of single-family residential Lots, the Lot Type shall be
further defined by classifying the residential Lots by the Estimated Buildout Value of the Lot as
calculated by the Administrator and confirmed and approved by the City Council.
"Lot Type 1" means a Lot designated as a 45' duplex residential lot by the Owner, as shown on
the map attached as Exhibit J.
"Lot Type 2" means a Lot designated as a 47' residential lot by the Owner, as shown on the map
attached as Exhibit J.
"Lot Type 3" means a Lot designated as a 52' residential lot by the Owner, as shown on the map
attached as Exhibit J.
"Lot Type Commercial" means a Lot designated as a commercial lot by the Owner, as shown on
the map attached as Exhibit J.
"Maximum Assessment" means the amount shown for each Lot Type on Exhibit H. The
Maximum Assessment shall be reduced annually by the principal portion of the Annual
Installment.
"Non-Benefitted Property" means Parcels within the boundaries of the District that accrue no
special benefit from Authorized Improvements as determined by the City Council.
"Owner" means Westinghouse77, L.P., and any successor owner of property within the District,
or any portion thereof.
"Owner Funded Improvements" mean the improvements that are funded entirely by the Owner
and are not eligible for repayment by Assessments; provided that, for the avoidance of doubt,
such term does not include the improvements to be funded entirely by the Owner without
reimbursement to the extent the amount of Authorized Improvements exceeds the amount of
the Reimbursement Obligation.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 6
"Parcel(s)" means a property within the boundaries of the District, identified by either a tax map
identification number assigned by the Williamson Central Appraisal District for real property tax
purposes, by metes and bounds description, by lot and block number in a final subdivision plat
recorded in the official public records of the County, or by any other means as determined by the
City Council.
"PID Act" means Chapter 372, Texas Local Government Code, as amended.
"PID Bonds" mean any bonds issued in accordance with the PID Act, if applicable, that are
secured by Assessments.
"PID Improvements" mean improvements authorized by Section 372.003 of the PID Act that
confer a special benefit to the Assessed Property and are eligible to be repaid with Assessments.
These improvements are specifically described in Section III.A and are shown on Exhibit C.
"Prepayment" means the payment of all or a portion of an Assessment before the due date
thereof. Amounts received at the time of a Prepayment which represent a payment of principal,
interest, or penalties on a delinquent installment of Assessment are not to be considered a
Prepayment, but rather are to be treated as a payment of the regularly scheduled Assessment.
"Prepayment Costs" mean interest, including Additional Interest (if applicable), and Annual
Collection Costs incurred up to the date of Prepayment.
"Reimbursement Agreement" means that certain "PID Construction, Financing, and
Reimbursement Agreement Parks at Westhaven Public Improvement District" effective March
23, 2021 entered into by and between the City and Owner, whereby all or a portion of the Actual
Costs not paid to Owner from PID Bonds, if issued, will be paid to the Owner from Assessments
to reimburse the Owner for Actual Costs paid by the Owner, plus interest, that are eligible to be
paid with Assessments.
"Reimbursement Obligation" means an amount not to exceed $7,725,000 payable from
Assessments to be paid to Owner pursuant to the Reimbursement Agreement, but excluding any
payments from the net proceeds of PID Bonds.
"Remaining Property" shall have the meaning assigned to such term in Section VI.F.
"Service and Assessment Plan" or "SAP" means this Service and Assessment Plan as it may be
modified, amended, supplemented, and updated from time to time.
"Service Plan" covers a period of at least five years and defines the annual indebtedness and
projected costs of the Authorized Improvements, more specifically described in Section IV.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 7
"Taken Property" shall have the meaning assigned to such term in Section VI.F.
"Taking" shall have the meaning assigned to such term in Section VI.F.
"Trigger Date" means, for each Parcel, the earlier of: (1) the date a final plat is filed and recorded
in the real property records of the County which creates the Parcel, or (2) the date PID Bonds
secured by Assessments levied on the Parcel are issued. If the Trigger Date occurs on or before
July 315t of the then current year, then Assessments will be due the January 315t. of the following
year. If the Trigger Date occurs after July 315t. of the then current year, then the Assessments will
be due on the second January 315Y. following the Trigger Date. Collection of the Annual
Installments will in no case occur later than the two-year anniversary date of the levy of
Assessments on the Parcel.
"Trustee" means the trustee (or successor trustee) under an Indenture.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 8
SECTION II: THE DISTRICT I
The District includes approximately 113.56 acres within the corporate limits of the City, as
described legally by metes and bounds on Exhibit A and as depicted by the map on Exhibit B.
Development of the District is anticipated to include 401 single-family homes and approximately
15,943 square feet of commercial space, as well as associated rights -of -way, landscaping, and
infrastructure necessary to provide roadways, drainage and utilities to property within the
District.
SECTION III: AUTHORIZED IMPROVEMENTS
The City, based on information provided by the Owner and its engineer and review by the City
staff and by third -party consultants retained by the City, determined that the Authorized
Improvements confer a special benefit on the Assessed Property. PID Improvements will be
designed and constructed in accordance with City standards and will be owned and operated by
the City once accepted unless specifically stated below. The budget for the Authorized
Improvements, as well as the allocation of the Actual Costs of the Authorized Improvements, is
shown on Exhibit C.
A. PID Improvements
• Paving
Improvements including all concrete and reinforcing steel for roadways, testing,
handicapped ramps and paving needed to create roadways. The paving improvements in
combination with the earthwork improvements will provide street access to each Lot
within the District.
• Water
Improvements including trench excavation and embedment, trench safety, PVC piping,
manholes, service connections, testing, related earthwork, excavation, and erosion
control and all necessary appurtenances required to provide water service to all Lots
within the District.
■ Sanitary Sewer
Improvements including trench excavation and embedment, trench safety, PVC piping,
manholes, service connections, testing, related earthwork, excavation, and erosion
control and all necessary appurtenances required to provide wastewater service to all
Lots within the District.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 9
9 Parkland
Improvements including earthwork, demolition, irrigation and all necessary construction
needed to create and improve parkland within the District.
B. District Formation and Bond Issuance Costs
■ Debt Service Reserve Requirement
Equals the amount required to fund a reserve under the Indenture in connection with the
issuance of PID Bonds, if issued. This amount may be updated or revised at the time of
issuance if PID Bonds are issued.
■ Capitalized Interest
Equals the amount of capitalized interest available for payment of interest on PID Bonds,
if issued, as reflected in the Indenture. This amount may be updated or revised at the
time of issuance if PID Bonds are issued.
• Underwriter's Discount
Equals a percentage of the par amount of a particular series of PID Bonds, if issued, and
includes a fee for underwriter's counsel. This amount may be updated or revised at the
time of issuance if PID Bonds are issued.
■ Cost of Issuance
Costs associated with issuing PID Bonds, if issued, including but not limited to attorney
fees, financial advisory fees, consultant fees, appraisal fees, printing costs, publication
costs, City costs, fees charged by the Texas Attorney General, and any other cost or
expense directly associated with the issuance of PID Bonds. This amount may be updated
or revised at the time of issuance if PID Bonds are issued.
■ First Year Annual Collection Costs
Estimated 15t. year Annual Collection Costs.
SECTION IV: SERVICE PLAN
The PID Act requires the Service Plan to cover a period of at least five years. The Service Plan is
required to define the projected costs and annual indebtedness for the Authorized
Improvements undertaken within the District during the five-year period. The Service Plan shall
be updated in each Annual Service Plan Update. Exhibit D summarizes the Service Plan for the
District. PID Bonds may be issued by the City during the five-year period to pay all or a portion
of the Reimbursement Obligation owed under the Reimbursement Agreement. If and when PID
Bonds are issued, the PID Bonds will fund costs of issuance of the PID Bonds and other costs set
forth in Section III above. Assessments may be collected in an amount sufficient to pay principal
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 10
and interest on the PID Bonds, costs of issuance of the PID Bonds, and to fund the Debt Service
Reserve Requirement, as defined in the applicable Indenture.
Exhibit E summarizes the sources and uses of funds required to construct certain Authorized
Improvements. If PID Bonds are issued, Exhibit E will be updated to show the amount required
to fund the required reserves and issue the PID Bonds at the time the PID Bonds are issued. The
sources and uses of funds shown on Exhibit E shall be updated in each Annual Service Plan
Update.
SECTION V: ASSESSMENT PLAN
The PID Act requires the City to apportion the Actual Costs of the Authorized Improvements to
the Assessed Property based on the special benefit received from the Authorized Improvements.
The PID Act provides that such costs may be apportioned: (1) equally per front foot or square
foot; (2) according to the value of property as determined by the City, with or without regard to
improvements constructed on the property; or (3) in any other manner approved by the City that
results in imposing equal shares of such costs on property similarly benefited. The PID Act further
provides that the governing body may establish by ordinance or order reasonable classifications
and formulas for the apportionment of the cost between the municipality and the area to be
assessed and the methods of assessing the special benefits for various classes of improvements.
This section of this Service and Assessment Plan describes the special benefit received by each
Assessed Property within the District as a result of the Authorized Improvements and provides
the basis and justification for the determination that this special benefit exceeds the amount of
the Assessments levied on the Assessed Property for such Authorized Improvements.
The determination by the City of the assessment methodologies set forth below is the result of
the discretionary exercise by the City Council of its legislative authority and governmental
powers and is conclusive and binding on the Owner and all future owners and developers of the
Assessed Property.
A. Assessment Methodology
The City Council, acting in its legislative capacity based on information provided by the Developer
and its engineer and reviewed by the City staff and by third -party consultants retained by the
City, has determined that the costs of the Authorized Improvements shall be allocated entirely
to the Initial Parcel. Upon subdivision of the Initial Parcel, the Actual Costs of the Authorized
Improvements shall be reallocated based on Estimated Buildout Value as further described in
Section VI.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN it
B. Assessments
Assessments will be levied on the Initial Parcel according to the Assessment Roll, attached hereto
as Exhibit F. The projected Annual Installments are shown on Exhibit G-1, subject to revisions
made during any Annual Service Plan Update.
Upon subdivisions of the Initial Parcel by final plat, the Maximum Assessment for each Lot Type
is shown on Exhibit H. In no case will the Assessment for any Lot Type exceed the Maximum
Assessment.
Collection of the Annual Installments for a Parcel are deferred until the Trigger Date has been
reached for each respective Parcel. If the Trigger Date occurs on or before July 31".. of a given
year, then Assessments levied on the Parcel, including the Annual Installments thereof, will be
delinquent if not paid on or before the January 315t. of the following year. If the Trigger Date
occurs after July 3151 of a given year, then Assessments levied on the Parcel, including the Annual
Installments thereof, will be delinquent if not paid on or before the second January 311t following
the Trigger Date. Collection of the Annual Installments will in no case occur later than the two-
year anniversary date of the levy of Assessments on the Parcel. Prior to the collection of the other
components of Annual Installments for a Parcel, the City will collect Annual Collection Costs as
described in Section V.D.
C. Findings of Special Benefit
The City Council, acting in its legislative capacity based on information provided by the Owner
and its engineer and reviewed by the City staff and by third -party consultants retained by the
City, has found and determined:
■ The cost of the Authorized Improvements equals $10,834,219 as shown on Exhibit C;
and
■ The Initial Parcel receives special benefit equal to or greater than the Authorized
Improvements; and
■ The Initial Parcel was allocated 100% of the Assessments levied for the Authorized
Improvements, which equals $7,725,000 as shown on Exhibit F; and
■ The special benefit (>_ $10,834,219) received by the Initial Parcel from the Authorized
Improvements is greater than the amount of Assessments ($7,725,000) levied on the
Initial Parcel for the Authorized Improvements; and
■ At the time the City Council approved the Assessment Ordinance, the Owner owned
100% of the Initial Parcel. In a Landowner Agreement with the City, the Owner
acknowledged that the Authorized Improvements confer a special benefit on the
Initial Parcel and consented to the imposition of the Assessments to pay for the Actual
Costs associated therewith. The Owner ratified, confirmed, accepted, agreed to, and
approved (1) the determinations and findings by the City Council as to the special
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 12
benefits described herein and in the Assessment Ordinance, (2) the Service and
Assessment Plan and the Assessment Ordinance, and (3) the levying of the
Assessments on the Initial Parcel.
D. Annual Collection Costs
The Annual Collection Costs shall be paid for on a pro rata basis by each Assessed Property
based on the amount of outstanding Assessment remaining on the Assessed Property.
Prior to the Trigger Date for the collection of Annual Installments for a given Parcel, the
Annual Collection Costs shall be billed and collected in the same manner as Annual
Installments in the amounts set forth in each Annual Service Plan Update. Following the
Trigger Date for the collection of Annual Installments, the Annual Collection Costs shall
be collected as part of and in the same manner as Annual Installments in the amounts
shown on the Assessment Roll, which may be revised based on actual costs incurred in
Annual Service Plan Updates.
E. Additional Interest
Additional Interest will not be collected as part of the Reimbursement Obligation. If PID
Bonds are issued, the interest rate on Assessments levied on the Assessed Property may
exceed the interest rate on the PID Bonds by the Additional Interest Rate. Additional
Interest shall be collected as part of each Annual Installment and shall be deposited
pursuant to the Indenture.
SECTION VI: TERMS OF THE ASSESSMENTS
A. Reallocation of Assessments
1. Upon Division Prior to Recording of Subdivision Plat
Upon the division of any Assessed Property (without the recording of subdivision plat),
the Administrator shall reallocate the Assessment for the Assessed Property prior to the
division among the newly divided Assessed Properties according to the following formula:
A=Bx(C=D)
Where the terms have the following meanings:
A = the Assessment for the newly divided Assessed Property
B = the Assessment for the Assessed Property prior to division
C = the Estimated Buildout Value of the newly divided Assessed Property
D = the sum of the Estimated Buildout Value for all the newly divided Assessed
Properties
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 13
The sum of the Assessments for all newly divided Assessed Properties shall equal the
Assessment for the Assessed Property prior to subdivision. The calculation shall be made
separately for each newly divided Assessed Property. The reallocation of an Assessment
for an Assessed Property that is a homestead under Texas law may not exceed the
Assessment prior to the reallocation. Any reallocation pursuant to this section shall be
reflected in the next Annual Service Plan Update and update to this Service and approved
by the City Council.
2. Upon Subdivision by a Recorded Subdivision Plat
Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the
Administrator shall reallocate the Assessment for the Assessed Property prior to the
subdivision among the new subdivided Lots based on Estimated Buildout Value according
to the following formula:
A = [B x (C = D)]/E
Where the terms have the following meanings:
A = the Assessment for the newly subdivided Lot
B = the Assessment for the Parcel prior to subdivision
C = the sum of the Estimated Buildout Value of all newly subdivided Lots with the
same Lot Type
D = the sum of the Estimated Buildout Value for all the newly subdivided Lots
excluding Non-Benefitted Property
E= the number of Lots with the same Lot Type
Prior to the recording of a subdivision plat, the Owner shall provide the City an Estimated
Buildout Value as of the date of the recorded subdivision plat for each Lot created by the
recorded subdivision plat.
The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment
for the portion of the Assessed Property subdivided prior to subdivision. The calculation
shall be made separately for each newly subdivided Assessed Property. The reallocation
of an Assessment for an Assessed Property that is a homestead under Texas law may not
exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section
shall be reflected in the next Annual Service Plan Update and approved by the City
Council.
3. Upon Consolidation
If two or more Lots or Parcels are consolidated, the Administrator shall allocate the
Assessments against the Lots or Parcels before the consolidation to the consolidated Lot
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 14
or Parcel, which allocation shall be approved by the City Council in the next Annual Service
Plan Update.
The Assessment for any resulting Lot will not exceed the Maximum Assessment, shown on Exhibit
H for the applicable Lot Type, and compliance may require a mandatory prepayment of
Assessments pursuant to Section VI.B.
B. True -up of Assessments if Maximum Assessment Exceeded
Prior to the City approving a final subdivision plat, the Administrator will certify that such plat
will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If
the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed
the Maximum Assessment, then (i) the Assessment applicable to each Lot Type exceeding the
Maximum Assessment shall be reduced to the Maximum Assessment, and (ii) the person or entity
filing the plat shall pay to the City the amount the Assessment was reduced, plus Prepayment
Costs and Delinquent Collection Costs, prior to the City approving the final plat. The City's
approval of a final subdivision plat without payment of such amounts does not eliminate the
obligation of the person or entity filing the plat to pay the amounts referenced in (ii) in the
immediately preceding sentence.
C. Mandatory Prepayment of Assessments
If Assessed Property is transferred to a person or entity that is exempt from payment of the
Assessments, the owner transferring the Assessed Property shall pay to the City or the
Administrator on behalf of the City the full amount of the outstanding Assessment, plus
Prepayment Costs and Delinquent Collection Costs, if any, for such Assessed Property, prior to
the transfer. If the owner of the Assessed Property causes the Assessed Property to become
Non-Benefitted Property, the owner causing the change in status shall pay the full amount of the
outstanding Assessment, plus Prepayment Costs and Delinquent Collection Costs, if any, prior to
the change in status.
D. Reduction of Assessments
If as a result of cost savings or Authorized Improvements not being constructed, the Actual Costs
of completed Authorized Improvements are less than the Assessments, (i) in the event PID Bonds
are not issued, the City Council shall reduce each Assessment on a pro-rata basis such that the
sum of the resulting reduced Assessments for all Assessed Property equals the reduced Actual
Costs, or (ii) in the event PID Bonds are issued, the Trustee shall apply amounts on deposit in the
applicable account of the project fund, relating to the PID Bonds, that are not expected to be
used for purposes of the project fund to redeem outstanding PID Bonds, in accordance with the
applicable Indenture. The Assessments shall not, however, be reduced to an amount less than
the outstanding PID Bonds.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 1s
The Administrator shall update (and submit to the City Council for review and approval as part of
the next Annual Service Plan Update) the Assessment Roll and corresponding Annual Installments
to reflect the reduced Assessments.
E. Prepayment of Assessments
The owner of any Assessed Property may pay, at any time, all or any part of an Assessment in
accordance with the PID Act. If PID Bonds are issued, interest costs from the date of prepayment
to the date of redemption of the applicable PID Bonds, if any, may be paid from a reserve
established under the applicable Indenture. If an Annual Installment has been billed prior to the
Prepayment, the Annual Installment shall be due and payable and shall be credited against the
Prepayment.
If an Assessment is pre -paid in full, with Prepayment Costs: (1) the Administrator shall cause the
Assessment to be reduced to zero and the Assessment Roll to be revised accordingly; (2) the
Administrator shall cause the revised Assessment Roll to be approved by the City Council as part
of the next Annual Service Plan Update; (3) the obligation to pay the Assessment and
corresponding Annual Installments shall terminate; and (4) the City shall provide the owner with
a recordable "Notice of PID Assessment Termination," a form of which is attached as Exhibit K.
If an Assessment is pre -paid in part, with Prepayment Costs: (1) the Administrator shall cause the
Assessment to be reduced and the Assessment Roll revised accordingly; (2) the Administrator
shall cause the revised Assessment Roll to be approved by the City Council as part of the next
Annual Service Plan Update; and (3) the obligation to pay the Assessment and corresponding
Annual Installments shall be reduced to the extent of the Prepayment made.
F. Prepayment as a result of Eminent Domain Proceeding or Taking
Subject to applicable law, if any portion of any Parcel of Assessed Property is taken from an owner
as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed
Property is made to an entity with the authority to condemn all or a portion of the Assessed
Property in lieu of or as a part of an eminent domain proceeding (a "Taking"), the portion of the
Assessed Property that was taken or transferred (the "Taken Property") shall be reclassified as
Non-Benefitted Property.
For the Assessed Property that is subject to the Taking as described in the preceding paragraph,
the Assessment that was levied against the Assessed Property (when it was included in the Taken
Property) prior to the Taking shall remain in force against the remaining Assessed Property (the
Assessed Property less the Taken Property,) (the "Remaining Property"), following the
reclassification of the Taken Property as Non-Benefitted Property, subject to an adjustment of
the Assessment applicable to the Remaining Property after any required Prepayment as set forth
below. The owner of the Remaining Property will remain liable to pay in Annual Installments, or
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 16
payable as otherwise provided by this Service and Assessment Plan, as updated, or the PID Act,
the Assessment that remains due on the Remaining Property, subject to an adjustment in the
Assessment applicable to the Remaining Property after any required Prepayment as set forth
below. Notwithstanding the foregoing, if the Assessment that remains due on the Remaining
Property exceeds the Maximum Assessment, the owner of the Remaining Property will be
required to make a Prepayment in an amount necessary to ensure that the Assessment against
the Remaining Property does not exceed the Maximum Assessment, in which case the
Assessment applicable to the Remaining Property will be reduced by the amount of the partial
Prepayment. If the City receives all or a portion of the eminent domain proceeds (or payment
made in an agreed sale in lieu of condemnation), such amount shall be credited against the
amount of prepayment, with any remainder credited against the assessment on the Remainder
Property.
In all instances the Assessment remaining on the Remaining Property shall not exceed the
Maximum Assessment.
By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100
Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be
reclassified as Non-Benefitted Property and the remaining 90 acres of Remaining Property shall
be subject to the $100 Assessment, (provided that this $100 Assessment does not exceed the
Maximum Assessment on the Remaining Property). If the Administrator determines that the
$100 Assessment reallocated to the Remaining Property would exceed the Maximum
Assessment on the Remaining Property by $10, then the owner shall be required to pay $10 as a
Prepayment of the Assessment against the Remaining Property and the Assessment on the
Remaining Property shall be adjusted to be $90.
Notwithstanding the previous paragraphs in this subsection (F), if the owner of the Taken
Property notifies the City and the Administrator that the Taking prevents the Remaining Property
from being developed for any use which could support the Estimated Buildout Value
requirement, the owner shall, upon receipt of the compensation for the Taken Property, be
required to prepay the amount of the Assessment required to buy down the outstanding
Assessment to the Maximum Assessment on the Remaining Property to support the Estimated
Buildout Value requirement. Said owner will remain liable to pay the Annual Installments on both
the Taken Property and the Remaining Property until such time that such Assessment has been
prepaid in full.
Notwithstanding the previous paragraphs in this subsection (F), the Assessments shall not,
however, be reduced to an amount less than the outstanding PID Bonds.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 17
G. Payment of Assessment in Annual Installments
Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit G-
1 shows the projected Annual Installments for the District. Exhibit G-2 shows the projected
Annual Installments for Lot Type 1. Exhibit G-3 shows the projected Annual Installments for Lot
Type 2. Exhibit G-4 shows the projected Annual Installments for Lot Type 3. Exhibit G-5 shows
the projected Annual Installments for Lot Type Commercial. In no case will the Assessment for
any Lot Type exceed the Maximum Assessment. Annual Installments are subject to adjustment
in each Annual Service Plan Update.
The Administrator shall prepare and submit to the City Council for its review and approval an
Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each
Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of
Annual Installments. Annual Collection Costs shall be allocated pro rata among Assessed
Properties for which the Assessments remain unpaid in proportion to the amount of the Annual
Installments for the Assessed Property. Annual Installments shall be collected by the City in the
same manner and at the same time as ad valorem taxes. Annual Installments shall be subject to
the penalties, procedures, and foreclosure sale in case of delinquencies as set forth in the PID Act
and in the same manner as ad valorem taxes for the City. The City Council may provide for other
means of collecting Annual Installments. Assessments shall have the lien priority specified in the
PID Act. For billing purposes only, until a plat has been recorded within the Initial Parcel, the
Annual Installment will be billed to each property ID within the Initial Parcel based on the
Williamson Central Appraisal District acreage.
Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien
for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed
Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay the
Annual Installments as they become due and payable.
The City reserves the right to refund PID Bonds in accordance with the PID Act, if such bonds are
issued. In the event of a refunding, the Administrator shall recalculate the Annual Installments
so that total Annual Installments will be sufficient to pay the refunding bonds, and the refunding
bonds shall constitute "PID Bonds."
Each Annual Installment of an Assessment, including interest on the unpaid principal of the
Assessment, shall be updated annually. Each Annual Installment shall be due when billed and
shall be delinquent if not paid prior to February 1 of the following year. Failure of an owner of
Assessed Property to receive an invoice for an Annual Installment on the property tax bill or
otherwise shall not relieve the owner of Assessed Property of the obligation to pay the
Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur
Delinquent Collection Costs.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 18
SECTION VII: ASSESSMENT ROLL
The Assessment Roll is attached as Exhibit F. The Administrator shall prepare and submit to the
City Council for review and approval, proposed revisions to the Assessment Roll and Annual
Installments for each Parcel within the Assessed Property as part of each Annual Service Plan
Update.
SECTION Vlll: ADDITIONAL PROVISIONS
A. Calculation Errors
If the owner of an Assessed Property claims that an error has been made in any calculation
required by this Service and Assessment Plan, including, but not limited to, any calculation made
as part of any Annual Service Plan Update, the sole and exclusive remedy of the owner of
Assessed Property shall be to submit a written notice of error to the Administrator by December
1st. of each year following City Council approval of the calculation; otherwise, the owner shall be
deemed to have unconditionally approved and accepted the calculation. Upon receipt of a
written notice of error from an owner the Administrator shall provide a written response to the
City Council and the owner within 30 days of such referral. The City Council shall consider the
owner's notice of error and the Administrator's response at a public meeting, and within 30 days
after adjourning such meeting, the City Council shall make a final determination as to whether
an error has been made. If the City Council determines that an error has been made, the City
Council shall take such corrective action as is authorized by the PID Act, this Service and
Assessment Plan, the applicable Assessment Ordinance, or the applicable Indenture, or is
otherwise authorized by the discretionary power of the City Council. The determination by the
City Council as to whether an error has been made, and any corrective action taken by the City
Council, shall be final and binding on the owner and the Administrator.
B. Amendments
Amendments to this Service and Assessment Plan must be made by the City Council in
accordance with the PID Act. To the extent permitted by the PID Act, this Service and Assessment
Plan may be amended without notice to owners of the Assessed Property: (1) to correct mistakes
and clerical errors; (2) to clarify ambiguities; and (3) to provide procedures to collect
Assessments, Annual Installments, and other charges imposed by this Service and Assessment
Plan.
C. Administration and Interpretation
The Administrator shall: (1) perform the obligations of the Administrator as set forth in this
Service and Assessment Plan; (2) administer the District for and on behalf of and at the direction
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 19
of the City Council; and (3) interpret the provisions of this Service and Assessment Plan.
Interpretations of this Service and Assessment Plan by the Administrator shall be in writing and
shall be appealable to the City Council by owners of Assessed Property adversely affected by the
interpretation. Appeals shall be decided by the City Council after providing an opportunity for all
interested parties to be heard at a public meeting of the City Council. Decisions by the City Council
shall be final and binding on the owners and developers and their successors and assigns.
D. Severability
If any provision of this Service and Assessment Plan is determined by a governmental agency or
court to be unenforceable, the unenforceable provision shall be deleted and, to the maximum
extent possible, shall be rewritten to be enforceable. Every effort shall be made to enforce the
remaining provisions.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 20
LIST OF EXHIBITS
Exhibit A
District Legal Description
Exhibit B
District Boundary Map
Exhibit C
Authorized Improvements
Exhibit D
Service Plan — Five Year Plan
Exhibit E Service Plan —Sources and Uses
Exhibit F Assessment Roll
Exhibit G-1 Annual Installments
Exhibit G-2 Lot Type 1 Annual Installments
Exhibit G-3 Lot Type 2 Annual Installments
Exhibit G-4 Lot Type 3 Annual Installments
Exhibit G-5 Lot Type Commercial Annual Installments
Exhibit H
Maximum Assessment per Lot Type
Exhibit I
Map of Authorized Improvements
Exhibit J
Lot Type Classification Map
Exhibit K
Notice of PID Assessment Termination
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 21
EXHIBIT A - DISTRICT LEGAL DESCRIPTION
FIELD NOTES
FOR PID
A 113.56 ACRE TRACT OF LAND, SITUATED IN THE W. ADDISON SURVEY, ABSTRACT NO. 21, AND
IN THE 1 ROBERTSON SURVEY, ABSTRACT NO, 545, BEING OUT OF A CAI LFD 76_670 ACRE TRACT
CONVEYED 10 WE561NGHOUSE11 LI', RFCORDFD IN DOCUMENT NO. 201910800E Of THE
OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 19,00 ACRE
TRACT CONVEYED TO ROLAND T, BURKE RECORDED IN DOCUMENT NO, 2003014351 OF THE
OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AS DESCRIBED IN VOLUME 542,
I'AGF 52.1 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING ALL OF A CALLED
19.45 ACRE TRACT CONVEYED TO WILLIAM BOWLING BYERS ESTATE RECORDED IN DOCUMFNT
NO, 2007030759 OF THE OFFICIAL PUBLIC RECORDS OF WII.LIAMSON COUNTY, TEXAS, BEING
DESCRIBED IN VDI UME 542, PAGE 62.7 OF THE DFFD RFCORDS OF WILLIAMSON COUNTY, TEXAS,
LOCATED IN IN WILLIAMSON COUNTY, TEXAS. SAID 113,56 ACRE TRACT BEING MORE FULLY
DESCRIBED AS FOLLOWS, WITH BEARINGS BASED ON THE NORTH AMERICAN DATUM OF 1981
(NA 2011) EPOCH 2O10,00, FROM THE "TEXAS COORDINATE SYSTEM ESTABLISHED FOR TIIE
CENTRAI /ONE:
BEGINNING at a %" iron rod found on a point in the north right-of-way line of Westinghouse Road
(a.k.a. County Road 111), a variable width flght-of-way, said point being the southeast corner of
said 76.670 acre tract, same being the southwest corner of a called 13.00-acre tract conveyed to
Samantha & Justin Kacir, recorded In Document No. 2015061464 of the Official Public Records of
Williarnsnn County, Texas for the southeast corner and POINT OF BEGINNING hereof;
THENCE S 67"37'44" W, with the north right-of-way line of said Westinghouse Roadr same being
the south boundary line of said 76.670-acre tract, a distance of 699.53 feet to an Iron rod with
cap marked "Bryan Tech Services" found at Lhe Southeast corner of a called 0.230-arse tract
conveyed to ConLinental Homes of Texas, LP, recorded in Document No. 2017076649 of the
Official Publlc Records of Williamson County, Texas for a southwest corner hereof;
THENCE N 22"22'16" W, departing the north right of -way line of said Westinghouse Road, with a
west boundary line of the Remnant Portion of said 76.670-acre tract, same being the east
boundary line of said 0.230-acre tract and the east boundary litre of a called 0,034-acre tract
conveyed to Continental Homes of Texas, LP, recorded in Document No_ 2017076649 of the
Official PuL)llc Records of Will iainson County, Texas, a distance of 115.00 feet to an iron rod with
cap marked "Bryan Tech Services" found at the northeast carrier of said 0.034-acre tract for the
southwest ell corner hereof;
THENCE S 67'37'44" W, with a south boundary line of the Remnant Portion of said 76-fx,70-acre
tract, same being the norLh boundary line ofsaid 0.034-acre tract_ a distance of 100.00feet to an
Iron rod with cap marked "Bryan Tech Services" found at a southeast ell corner of said 76,670-
acre tract, same being the northwest earner of sold OA4-acre tract for the southeast ell corner
hereof;
THENCE 5 22"22'16" E, with dri east boundary line of said 76.670 acre tract, same being the west
boundary line of said 0.034-acre tract and with the west boundary line of said 0.230-acre tract, a
distance of 115.00 feet to an iron rod with cap marked "Bryan Tech Services:' found In the north
right-of-way boundary line of said Westinghousw. Road, said point being a southeast corner of the
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 22
Pil& 2 of 4
Remnant Poriion of said 76.670-acre tract, also being the southwest corner of %aid 0-230-arse
tract for the southeast turner hereot;
THENCE S 67037'44" W, with the north right-of•way line of said Westinghouse Road, same being
the south boundary line of said 16,610-acre tract, a distance of 844.17 feet to a calculated point
for the southwest corner herer>f;
THENCE departing the north right-of-way ling of sald Westinghouse Road, through rho. interior of
said 76,670-acre tract the following three (3) courses and distances;
1. N 70'12'18" W, a distarif.p of 37.06 feet to a calculated angle pf,int hereof,
2. N 28'02'54" W, continuing through the interior of said 76,670-acre tract, a distance of
267.61 feet to a calculated angle point hereof, and
3, S 61'51'34" W, a distance of 14,96 feet to a calculated point in the east rigilt-of-way line
of Maple Street, a variable width right-of-way, same being a 39.069-acre tract of land
conveyed to the City of Georgetown, recorded in Volume 1970, Page 491 of the Deed
Records of Williamson County, Texas also being the west boundary line of said 76.670
acre tract for a southwest corner hereof;
THENCE with the easterly right-of-way line of said Maple Street, and being the easterly line of said
39,069-acre tract, In part, same being the westerly line of said 79.670-acre tract the following
three (3) courses and distances-
1- N 28'02'20" W. a distance of 50,21 feet to an iron rod with trap marked "Bryan Tech
SNrvices" on an angle point hereof,
2. N 62'15'07" E, a distance of 30.20 feet to an Iron rod with cap marked "TOOT" found on
a for an angle paint hereof, and
3. N 28'08'26" W, at a distance of 578.80 feet passing an iron rod with cap marked "TXDOT"
found on a point in the easterly right-of-way line of said Maple Street, and being a point
in the easterly fine of said 39.069-acre tract, same being a point in the westerly line of
said 79.670 acre tract, continuing throu€,h the interior of said 76,670 acre tract for a total
distance of 866.00 feet to a calculated angle point hereof,
THENCE 5 61"51'34" W, continuing through the interior of said 76.670-acre tract, a distance of
30.16 feet to a calculated point in the easterly right-of-way line of said Maple.. Street, and being a
point in the easterly line of said 39,069-acre tract, same being a point in the westerly line of said
79-670-acre tract for an angle point hereof,
THENCE N 28'09'49" W, the easterly right-of-way lime of said Maple Strer?t and being the easterly
line of said 39.069-acre tract, same being than westerly line. of said 79,670-acre tract, a distance of
50.00 feet to a calculated angle point hereof;
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 23
1 B.56 Acres
Joh No. 51085 (14
page 3 of A
THENCE departing the easterly right-of-way line of said Maple Street and tieing the easterly line
of said 39.069-acre tract, through the interior of said 76.670 arse tract the following three (3)
courses and distances,
1. N 61°S1'34" E, a distance of 30.00 feet to a calculated angle point hereof,
2. N 28"09'49" W, a distance of 985.63 feet to a calculated angle poirit hereof, and
3. 5 61"50'11" W, a distance of 30.00 feet to a calculated point in the easterly right of way
line of said Maple Street, and being a point in the easterly line of said 39,069-acre tract,
same being a point in the westerly line of said 79.670-acre tract for an angle paint hereof,
THENCE N 28"09'49" W, the easterly right-of-way line of said Maple Street and being the easterly
line of said 39 069-acre trait, same being the uvestorty line of said 79.670 acre tract, a dfstance of
50.00 feet to a calculated angle point hereof,
THENCE departing the easterly right-of-way line of said Maple Street and being the easterly line
Of said 39.069-acre tract, throrigh the interior of said 76.670 acre tract the following three (3)
courses and distances:
1. N 61'50'11" E, a distance of 30.00 feet to a calculated angle point hereof,
2. N 28'09'49" W, a distance of 397.22 feet to a c:ak_ulated angle point hereof, and
3. S 61'50'11" W, a distance of 30.00 feet to a calculated point in the easterly right-of-way
line of said Maple Street and being a point in the easterly line of said 39.069-acre tract,
same being a poirit Iri the westerly line of said 79-670 acre tract for an angle point hereof,
THENCE N 28'09'49" W, the easterly right-of-way line of.said Maple Street and being the easterly
line of said 39.069 acre tract, same being the westerly line of said 19,610-acre tract, a distance of
50.00 feet to a calculated angle point hereof,
THENCE N 61'50'46" E. detpartirlg the easterly right -of way line of said Maple Street and being the
easterly line of said 39.069-acre tract, through the interior of said 16,E /0-acre trar.t, a dkooce Elf
30.01 feet to a calculated angle point hereof,
THENCE N 28'09'53" W, continuing thrau811 the interior of said 76.670-acre tract, a distance of
353.83 feet to a calculated point in the north line of said 10, 10 �irxe tract, same being a point in
the .south line of a called 19_038 acre tract conveyed to KS Horne Lone Star Inc., recorded In
Document No, 2020113982 of the Official Public Records of Williamson County, Texas for the
westernmost northwest comer hereof, from which a %" iron rod found on a point in the easterly
right-of-way line of said Pofaple Street and being the easterly line of said 39,069-acre tract, said
point hoing the northwest corner of said 76.760 acre tract, same tieing the southwost corner of
said 1.9,E)38 acre trao bears S 69'20'02" W, 752.96 feet, -
THENCE N 68`20'02" E, with a north line of said 76.670-acre tract, same being the south line of
said 19.038-acre tract, a distance of 752.8E feet to a f" iron rod with yellow cap marked "Pape -
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 24
11:1,96 Acres
)oh No- 51085-1.4
Pa Re 4 of 4
Oaw.son" found on a point in the west line of said 19_45-acre tract, said point being the at the
northeast corner of said 76.760-acre tract, same being Lhe southernmu.st southeast cornerof said
19,038-acre tract for the northwest ell corner hereof;
THENCE N 20°53'59" W, with thr� west tine of said 19.45 acre tract, same being an east brie of said
19.038 acre tract, a distance of 271.05 feet to a W' iron rod found at the northwest corner of said
19,45-acre tract, same tieing the southeast ell corner of said 19.038-acre tract for the
northernmost northwest corner hereof, -
THENCE N 68032'14" E, with the north line of said 19.45-acre tract, samr. being a south line of said
19,038-acre trait, a distance of 780.65 feet to a calculated point in the west line of Kasper Section
10, a subdivision according to the plat recorded in Document No, 202011245A of the Official Public
Records of Williamson County, Texas, said point being the northeast corner of said 19,45-acre
tract, same being the easternmost southeast corner of said 19,038-acre tract for the easternmost
northeast currier hereof;
THENCE S 21"19'50" E, with the east line of said 19.45-acre tract and the east line of said 19.00-
acre tract, same being the west line of said Kasper, Section 10 and the west line. of Kasper, Section
8, a subdivision according to tho plat recorded in Document No, 2019077713 of the Official Public
Records of Williamson County, Texas, a distance of 1576.64 feet to a W iron rod found on an
angle point in the east line of said 19.00 acre tract, same being the west line of said Kasper,
Section 8 for an angle point hereof,
THENCE 5 24"07'45" E, with the east line of said .1.9,00-acre tract, same being the west line of said
Kasper, Seetioii 8, a distance of 548.54 feet to a %" iron rod found on a paint in a north line of said
76.670-acre tract, said point being the southeast corner of said 19.00-acre tract, same being the
southwest corner of said Kasper, Section 8 for the northeast ell corner hereof,
THENCE N 68°40'56" E, with the north houndary line of said 76.670-acre tract, same beings the
south boundary line of said Kasper, Section 8 and, in part, with the south boundary line of Kasper,
Section 68, a subdivision according to the plat recorded in (Wwroent No. 2019005990 of the
Official Public Records of Wllllarnson County, Texas, a distance of 453.25 feet to a %" iron rod
found at the easterrimnst northeast corner of said 76,670-acre tract, same being the northwest
corner of the atorementioned 13.00-acre tract, also being a point in the south boundary line of
said Kasper, Section 613 for the easternmost northeast corner hereof;
THENCE 5 21"34'30" E, departing the south boundary line of said Kasppr, Section 613, with the east
boundary line of the said 76,670-acre tract, sanie being the west boundary line of said 13,00-acre
tract, a distance of 1197.55 feet to the POINT OF BEGINNING and containing 113,56 acres in
Williamson County, Texas. Said tract being described In accordance with an exhibit prepare
under lob too. 50857-04 by Pape Dawson Fnglnpers, hir._
C hq,
{
PREPARED BY: Pape-Dirwsun Engineers, Inc.
DATE: lanumyF, 2021 ....... .......r�.I.......
.:..,
)t)13 No 51085-04 1 V+1r.Cr• r
1-7..r..............:...
DOC.ID.: H.\SurvLy�C1VIL\51083 ,-Oi1\'Nord\fN51Cr85-04 113.56Ar PI1 Am:x w J=?? r
TRPF Firm Registration IWO 7 '.'rr! ':•,i
IBPLS firm Registration 0100288-01
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 25
EXHIBIT B - DISTRICT BOUNDARY MAP
IF
c
KA
S U 13 6
>>
<1
<
p
EXISTING
WESTING140tSE:
SUBDIVISION
-J.
PARKS AT WESTHAVEN
CITY OF GE04RGETOWN, TEXAS
PID BOUNDARY
4KO
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 26
I EXHIBIT C-AUTHORIZED IMPROVEMENTS I
PID Improvements
Paving
Water
Sanitary Sewer
Parkland
Owner Funded Improvements
Earthwork
Drainage
Miscellaneous [b]
Contingency
Soft Costs
Bond Issuance Costs & District Formation Expenses
Debt Service Reserve Fund [c]
Capitalized Interest [c]
Underwriter's Discount [c]
Cost of Issuance [c]
First Year Annual Collection Costs
Total
$
-
$
4,349,717
$
4,349,717.37
-
2,384,130
2,384,130
-
1,406,747
1,406,747
1,401,000
1,401,000
$
$
9,541,594
$
9,541,594
$
583,439
$
$
583,439
2,637,867
-
2,637,867
1,795,254
-
1,795,254
709,140
709,140
2,127,741
2,127,741
$
7,853,441
$
-
$
7,853,441
$
-
$
523,750
$
523,750
-
231,750
231,750
-
502,125
502,125
-
35,000
35,000
$
$
1,292,625
$
1,292,625
$
7,853,441
$
10,834,219
$
18,687,660
Footnotes:
[a] Costs were determined per the Engineer's Opinion of Probable Cost prepared by Dustin J. Goss dated 1/7/2021.
[b] Costs include dry utilities, retaining walls, as -built topography and mailboxes.
[c] The amounts shown for Bond Issuance Costs are estimates and are subject to change if PID Bonds are issued.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 27
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EXHIBIT E - SERVICE PLAN - SOURCES AND USES
Owner Advance [a] $ 7,725,000
Owner Contribution [b] 10,962,660
Total Sources $ 18,687,660
PID Improvements
$
9,541,594
Owner Funded Improvements
7,853,441
$
17,395,035
Bond Issuance Costs & District Formation Expenses
Debt Service Reserve Fund [c]
523,750
Capitalized Interest [c]
-
Underwriter's Discount [c]
231,750
Cost of Issuance [c]
502,125
First Year Annual Collection Costs
35,000
$
1,292,625
Total Uses
$
18,687,660
[a] Reimbursable to Owner pursuant to Reimbursement Agreement.
[b] Not subject to reimbursement to Owner.
[c] The amounts shown for Bond Issuance Costs are estimates and are subject to change if
PID Bonds are issued.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 29
EXHIBIT F—ASSESSMENT ROLL
[a] Per Williamson Central Appraisal District. The tax parcels contain 1.56 acres of property that is outside of the PID
boundaries. For billing purposes, the tax parcel cannot be split and the Annual Installment must be billed to the entire
tax parcel.
[b] Trigger Date has not yet occurred, Annual Installment is for Annual Collection Costs only.
Note: For billing purposes only, until a plat has been recorded within the Initial Parcel, the Annual Installment will be
billed to each Tax Parcel within the Initial Parcel based on the acreage of the Tax Parcel as calculated by the
Williamson Central Appraisal District.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 30
EXHIBIT G-1-ANNUAL INSTALLMENTS
Year 1 [c]
$ 175,000.00
$ 347,625.00 $
- $ 35,000.00
$ 557,625.00
Year 2
180,000.00
339,750.00
- 35,700.00
555,450.00
Year 3
190,000.00
331,650.00
- 36,414.00
558,064.00
Year 4
200,000.00
323,100.00
- 37,142.28
560,242.28
Year 5
205,000.00
314,100.00
37,885.13
556,985.13
Year 6
215,000.00
304,875.00
38,642.83
558,517.83
Year 7
225,000.00
295,200.00
39,415.68
559,615.68
Year 8
235,000.00
285,075.00
40,204.00
560,279.00
Year 9
245,000.00
274,500.00
41,008.08
560,508.08
Year 10
260,000.00
263,475.00
41,828.24
565,303.24
Year 11
270,000.00
251,775.00
42,664.80
564,439.80
Year 12
280,000.00
239,625.00
43,518.10
563,143.10
Year 13
295,000.00
227,025.00
44,388.46
566,413.46
Year 14
310,000.00
213,750.00
45,276.23
569,026.23
Year 15
320,000.00
199,800.00
46,181.76
565,981.76
Year 16
335,000.00
185,400.00
47,105.39
567,505.39
Year 17
350,000.00
170,325.00
48,047.50
568,372.50
Year 18
365,000.00
154,575.00
49,008.45
568,583.45
Year 19
385,000.00
138,150.00
49,988.62
573,138.62
Year 20
400,000.00
120,825.00
50,988.39
571,813.39
Year 21
420,000.00
102,825.00
52,008.16
574,833.16
Year 22
435,000.00
83,925.00
53,048.32
571,973.32
Year 23
455,000.00
64,350.00
54,109.29
573,459.29
Year 24
475,000.00
43,875.00
55,191.47
574,066.47
Year 25
500,000.00
22,500.00
56,295.30
578,795.30
Total
$ 7,725,000.00
$ 5,298,075.00 $
- $ 1,121,060.49
$ 14,144,135.49
[a] The interest rate on the Reimbursement Obligation is estimated at a 4.5% rate.
[b] If PID Bonds are issued, Additional Interest will be charged and collected.
[c] The Annual Installment due date for Year 1 will be determined by the Trigger Date as described in Section
V.B.
Note: The figures shown above are estimates only and subject to change in Annual Service Plan Updates.
Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets
could increase or decrease the amounts shown.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 31
EXHIBIT G-2 - LOT TYPE 1 ANNUAL INSTALLMENTS PER UNIT
Year 1 [c]
$ 376.14
$ 747.17 $
- $ 75.23
$ 1,198.53
Year 2
386.88
730.24
- 76.73
1,193.86
Year 3
408.38
712.83
- 78.27
1,199.48
Year 4
429.87
694.46
- 79.83
1,204.16
Year 5
440.62
675.11
81.43
1,197.16
Year 6
462.11
655.28
83.06
1,200.45
Year 7
483.60
634.49
84.72
1,202.81
Year 8
505.10
612.73
- 86.41
1,204.24
Year 9
526.59
590.00
88.14
1,204.73
Year 10
558.83
566.30
89.90
1,215.04
Year 11
580.33
541.15
91.70
1,213.18
Year 12
601.82
515.04
93.54
1,210.39
Year 13
634.06
487.96
- 95.41
1,217.42
Year 14
666.30
459.42
97.31
1,223.04
Year 15
687.79
429.44
99.26
1,216.49
Year 16
720.03
398.49
101.25
1,219.77
Year 17
752.27
366.09
103.27
1,221.63
Year 18
784.51
332.24
105.34
1,222.09
Year 19
827.50
296.93
- 107.44
1,231.88
Year 20
859.74
259.70
109.59
1,229.03
Year 21
902.73
221.01
111.78
1,235.52
Year 22
934.97
180.38
- 114.02
1,229.37
Year 23
977.96
138.31
116.30
1,232.57
Year 24
1,020.94
94.30
- 118.63
1,233.87
Year 25 1
1,074.68
48.36
121.00
1,244.04
Total 1
$ 16,603.75
$ 11,387.43 $
- $ 2,409.55
$ 30,400.73
[a] The interest rate on the Reimbursement Obligation is estimated at a 4.5% rate.
[b] If PID Bonds are issued, Additional Interest will be charged and collected.
[c] The Annual Installment due date for Year 1 will be determined by the Trigger Date as
described in Section V.B.
Note: The figures shown above are estimates only and subject to change in Annual Service
Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest
earnings, or other available offsets could increase or decrease the amounts shown.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 32
EXHIBIT G-3 - LOT TYPE 2 ANNUAL INSTALLMENTS PER UNIT
Year 1 [c]
$ 423.35
$ 840.96 $
- $ 84.67
$ 1,348.98
Year 2
435.45
821.90
- 86.36
1,343.71
Year 3
459.64
802.31
- 88.09
1,350.04
Year 4
483.83
781.63
- 89.85
1,355.31
Year 5
495.92
759.85
- 91.65
1,347.43
Year 6
520.12
737.54
- 93.48
1,351.14
Year 7
544.31
714.13
95.35
1,353.79
Year 8
568.50
689.64
- 97.26
1,355.40
Year 9
592.69
664.06
- 99.20
1,355.95
Year 10
628.98
637.38
101.19
1,367.55
Year 11
653.17
609.08
103.21
1,365.46
Year 12
677.36
579.69
105.28
1,362.33
Year 13
713.65
549.21
107.38
1,370.24
Year 14
749.94
517.09
109.53
1,376.56
Year 15
774.13
483.35
111.72
1,369.19
Year 16
810.41
448.51
113.95
1,372.88
Year 17
846.70
412.04
- 116.23
1,374.98
Year 18
882.99
373.94
- 118.56
1,375.49
Year 19
931.37
334.20
- 120.93
1,386.51
Year 20
967.66
292.29
- 123.35
1,383.30
Year 21
1,016.04
248.75
- 125.82
1,390.61
Year 22
1,052.33
203.03
- 128.33
1,383.69
Year 23
1,100.71
155.67
- 130.90
1,387.28
Year 24
1,149.09
106.14
- 133.52
1,388.75
Year 25
1,209.57
54.43
- 136.19
1,400.19
Total
$ 18,687.90
$ 12,816.81 $
- $ 2,712.01
$ 34,216.72
[a] The interest rate on the Reimbursement Obligation is estimated at a 4.5% rate.
[b] If PID Bonds are issued, Additional Interest will be charged and collected.
[c] The Annual Installment due date for Year 1 will be determined by the Trigger Date as
described in Section V.B.
Note: The figures shown above are estimates only and subject to change in Annual Service
Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest
earnings, or other available offsets could increase or decrease the amounts shown.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 33
EXHIBIT G-4 - LOT TYPE 3 ANNUAL INSTALLMENTS PER UNIT
Year 1 [c]
$ 462.70
$ 919.11 $
- $ 92.54
$ 1,474.35
Year 2
475.92
898.29
- 94.39
1,468.59
Year 3
502.35
876.87
96.28
1,475.51
Year 4
528.79
854.27
- 98.20
1,481.27
Year 5
542.01
830.47
- 100.17
1,472.65
Year 6
568.45
806.08
- 102.17
1,476.71
Year 7
594.89
780.50
104.21
1,479.61
Year 8
621.33
753.73
106.30
1,481.36
Year 9
647.77
725.77
- 108.42
1,481.97
Year 10
687.43
696.62
110.59
1,494.65
Year 11
713.87
665.69
- 112.80
1,492.36
Year 12
740.31
633.56
115.06
1,488.94
Year 13
779.97
600.25
117.36
1,497.58
Year 14
819.63
565.15
- 119.71
1,504.49
Year 15
846.07
528.27
- 122.10
1,496.44
Year 16
885.73
490.19
124.55
1,500.47
Year 17
925.39
450.33
127.04
1,502.76
Year 18
965.05
408.69
- 129.58
1,503.32
Year 19
1,017.93
365.26
132.17
1,515.36
Year 20
1,057.59
319.46
134.81
1,511.86
Year 21
1,110.47
271.87
137.51
1,519.84
Year 22
1,150.13
221.90
140.26
1,512.28
Year 23
1,203.01
170.14
143.06
1,516.21
Year 24
1,255.89
116.00
145.92
1,517.82
Year 25
1,321.99
59.49
- 148.84
1,530.32
Total
$ 20,424.69
$ 14,007.97 $
$ 2,964.05
$ 37,396.72
[a] The interest rate on the Reimbursement Obligation is estimated at a 4.5% rate.
[b] If PID Bonds are issued, Additional Interest will be charged and collected.
[c] The Annual Installment due date for Year 1 will be determined by the Trigger Date as
described in Section V.B.
Note: The figures shown above are estimates only and subject to change in Annual Service
Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest
earnings, or other available offsets could increase or decrease the amounts shown.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 34
EXHIBIT G-5 - LOT TYPE COMMERCIAL ANNUAL INSTALLMENTS PER
BUILDING SQUARE FOOT
instaiiments
k..
PrincipalDue
Year 1 [c]
$
0.30 $
0.59 $ -
$ 0.06 $
0.94
Year 2
0.30
0.57 -
0.06
0.94
Year 3
0.32
0.56 -
0.06
0.94
Year 4
0.34
0.55
0.06
0.95
Year 5
0.35
0.53
0.06
0.94
Year 6
0.36
0.52 -
0.07
0.94
Year 7
0.38
0.50
0.07
0.95
Year 8
0.40
0.48
0.07
0.95
Year 9
0.41
0.46 -
0.07
0.95
Year 10
0.44
0.45
0.07
0.96
Year 11
0.46
0.43
0.07
0.95
Year 12
0.47
0.41
0.07
0.95
Year 13
0.50
0.38
0.08
0.96
Year 14
0.52
0.36 -
0.08
0.96
Year 15
0.54
0.34
0.08
0.96
Year 16
0.57
0.31
0.08
0.96
Year 17
0.59
0.29 -
0.08
0.96
Year 18
0.62
0.26 -
0.08
0.96
Year 19
0.65
0.23
0.08
0.97
Year 20
0.68
0.20
0.09
0.97
Year 21
0.71
0.17
0.09
0.97
Year 22
0.74
0.14
0.09
0.97
Year 23
0.77
0.11
0.09
0.97
Year 24
0.80
0.07
0.09
0.97
Year 25
0.85
0.04 -
0.10
0.98
Total
$
13.06 $
8.96 $ -
$ 1.90 $
23.91
[a] The interest rate on the Reimbursement Obligation is estimated at a 4.5% rate.
[b] If PID Bonds are issued, Additional Interest will be charged and collected.
[c] The Annual Installment due date for Year 1 will be determined by the Trigger Date as
described in Section V.B.
Note: The figures shown above are estimates only and subject to change in Annual Service
Plan Updates. Changes in Annual Collection Costs, reserve fund requirements, interest
earnings, or other available offsets could increase or decrease the amounts shown.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 35
EXHIBIT H - MAXIMUM ASSESSMENT PER LOT TYPE
1 54
$
896,602.35
$16,603.75 per Unit
$ 0.5088
2 269
$
5,027,045.01
$18,687.90 per Unit
$ 0.5088
3 78
$
1,593,126.08
$20,424.69 per Unit
$ 0.5088
Commercial 15,943
$
208,226.55
$13.06 per Building Square Foot
$ 0.5088
Total
$
7,725,000.00
[a] City PID policy caps the estimated equivalent tax rate at $0.55 per $100 of assessed value.
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 36
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EXHIBIT K - NOTICE OF PID ASSESSMENT TERMINATION
P3Works, LLC
9824 Huntington Square, Suite 100
North Richland Hills, TX 76182
[Date]
Williamson County Clerk's Office
Honorable [County Clerk Name]
Williamson County Justice Center County Clerk
405 Martin Luther King, Jr. St.
Georgetown, TX 78626
Re: City of Georgetown Lien Release documents for filing
Dear Ms./Mr. [County Clerk Name],
Enclosed is a lien release that the City of Georgetown is requesting to be filed in your office. Lien
release for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the filed
documents below:
City of Georgetown
Attn: [City Secretary]
808 Martin Luther King, Jr. St.
Georgetown, TX 78626
Please contact me if you have any questions or need additional information.
Sincerely,
[Signature]
Jon Snyder
P: (817) 393-0353
admin@p3-works.com
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 42
AFTER RECORDING RETURN TO:
[City Secretary Name]
808 Martin Luther King, Jr. St.
Georgetown, TX 78626
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full Release") is
executed and delivered as of the Effective Date by the City of Georgetown, Texas.
RECITALS
WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City
of Georgetown, Texas (hereinafter referred to as the "City "), is authorized by Chapter 372, Texas
Local Government Code, as amended (hereinafter referred to as the "Act"), to create public
improvement districts within the corporate limits and extraterritorial jurisdiction of the City; and
WHEREAS, on or about January 26, 2021, the City Council for the City, approved
Resolution No. 012621-M, creating the Parks at Westhaven Public Improvement District; and
WHEREAS, the Parks at Westhaven Public Improvement District consists of approximately
113.56 contiguous acres located within the City; and
WHEREAS, on or about March 23, 2021 the City Council, approved Ordinance No.
, (hereinafter referred to as the "Assessment Ordinance") approving a service and
assessment plan and assessment roll for the Property within the Parks at Westhaven Public
Improvement District; and
WHEREAS, the Assessment Ordinance imposed an assessment in the amount of $
(hereinafter referred to as the "Lien Amount") for the following property:
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 43
[legal description], a subdivision in Williamson County, Texas, according to the map or plat of
record in Document/Instrument No. of the Plat Records of Williamson County, Texas
(hereinafter referred to as the "Property"); and
WHEREAS, the property owners of the Property have paid unto the City the Lien Amount.
RELEASE
NOW THEREFORE, the City, the owner and holder of the Lien, Instrument No. , in the
Real Property Records of Williamson County, Texas, in the amount of the Lien Amount against
the Property releases and discharges, and by these presents does hereby release and discharge,
the above -described Property from said lien held by the undersigned securing said indebtedness.
EXECUTED to be EFFECTIVE this the day of , 20_.
CITY OF GEORGETOWN, TEXAS,
By:
[City Official Name], City Official Title
ATTEST:
[Secretary Name], City Secretary
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the day of 20J by
[City Official Name], City Official Title for the City of Georgetown, Texas, on behalf of said
municipality.
Notary Public, State of Texas
PARKS AT WESTHAVEN PID SERVICE AND ASSESSMENT PLAN 44
Exhibit B
LANDOWNER AGREEMENT
Available upon request at the City Secretary's Office and
in the Official Public Records of Williamson County.
Exhibit C
CONSTRUCTION, FINANCING, AND REIMBURSEMENT AGREEMENT
(see attached)
C-1
PID CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT
PARKS AT WESTHAVEN PUBLIC IMPROVEMENT DISTRICT
between
THE CITY OF GEORGETOWN
and
WESTINGHOUSE77, L.P.
This PID Construction, Financing and Reimbursement Agreement (this
"Agreement") is entered into by Westinghouse77, L.P., a Texas limited partnership (the
"Developer") and the City of Georgetown, Texas (the "City'), a Texas home rule
municipality, and made to be effective on the latest date accompanying the signature
lines below (the "Effective Date"). The Developer and the City are individually referred
to as a "Party" and collectively as the "Parties."
ARTICLE 1. RECITALS
1.01 WHEREAS, the Developer is a Texas limited partnership;
1.02 WHEREAS, the City is a Texas home -rule municipality;
1.03 WHEREAS, on January 26, 2021, after notice and hearing in accordance with the
Act, the City Council passed and approved Resolution No. 012621-M (the "PID Creation
Resolution") authorizing the creation of the PID pursuant to the Act, covering
approximately 113.156 contiguous acres within the City's corporate limits, which land is
described in the PID Creation Resolution (the "Proper "), and the PID became effective
with the publication of the PID Creation Resolution in the Williamson County SUN on
February 3, 2021;
1.04 WHEREAS, on February 9, 2021, the City Council passed and approved
Resolution No. 020921-R (the "Cost Determination Resolution") determining the costs of
the proposed Authorized Improvements based on the Preliminary Service and
Assessment Plan, approving a proposed Assessment Roll, and directing that the
proposed Assessment Roll be made available for public inspection;
1.05 WHEREAS, effective February 3, 2021, the Parties entered into that certain "Parks
at Westhaven Public Improvement District Interim Acquisition and Reimbursement
Agreement," (the "Ititerirn_Agreement") as authorized by Section 372.023(d)(1) of the Act;
1.06 WHEREAS, on March 23, 2021, the City Council passed and approved the
Assessment Ordinance;
1.07 WHEREAS, the Assessment Ordinance approved the SAP and this Agreement;
1.08 WHEREAS, the SAP identifies the final Authorized Improvements to be designed,
constructed, and installed by or at the direction of the Parties that confer a special benefit
on the Assessed Property;
1.09 WHEREAS, the SAP sets forth the estimated Actual Costs of the Authorized
Improvements;
1.10 WHEREAS, the Assessed Property is being developed in phases;
1.11 WHEREAS, this Agreement shall apply to all phases and no additional
reimbursement agreement shall be required for future phases;
1.12 WHEREAS, the SAP determines and apportions the Actual Costs of the
Authorized Improvements to the Assessed Property, which Actual Costs represent the
special benefit that the Authorized Improvements confer upon the Assessed Property as
required by the Act;
1.13 WHEREAS, the Assessment Ordinance levied the Actual Costs of the Authorized
Improvements as Assessments against the Assessed Property in the amounts set forth on
the Assessment Roll;
1.14 WHEREAS, Assessments, including the Annual Installments thereof, are due and
payable as described in the SAP;
1.15 WHEREAS, Annual Installments shall be billed and collected by the City or its
designee;
1.16 WHEREAS, Assessment Revenue from the collection of Assessments, including
the Annual Installments thereof, shall be deposited (1) as provided in the applicable
Indenture if PID Bonds secured by such Assessments are issued and outstanding, or (2)
into the PID Reimbursement Fund if no such PID Bonds are issued or no PID Bonds
remain outstanding;
1.17 WHEREAS, Bond Proceeds shall be deposited as provided in the applicable
Indenture;
1.18 WHEREAS, the PID Project Fund shall only be used in the manner set forth in the
applicable Indenture; and
1.19 WHEREAS, this Agreement is a "reimbursement agreement" authorized by
Section 372.023(d)(1) of the Act.
PAGE 2
NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set
forth in this Agreement, the Parties agree as follows:
ARTICLE 2. GENERAL
2.01 Effect of Recitals. The foregoing RECITALS: (1) are part of this Agreement for all
purposes; (2) are true and correct; and (3) each Party has relied upon such Recitals in
entering into this Agreement.
2.02 Related Documents. All resolutions and ordinances referenced in this Agreement
(e.g., the PID Creation Resolution, the Cost Determination Resolution, and the
Assessment Ordinance), together with all other documents referenced in this Agreement
(e.g., the SAP, the Interim Agreement (but only for purposes of Section 5.04.02), and each
Indenture) (collectively, the "Related Documents"), are incorporated as part of this
Agreement for all purposes as if such resolutions, ordinances, and other documents were
set forth in their entirety in or as exhibits to this Agreement.
2.03 Capitalized Terms. The capitalized terms used in this Agreement shall have the
meanings given to them in Article 3.
2.04 References. Unless otherwise defined in Article 3 or elsewhere in this Agreement:
(1) all references to "Sections" shall mean Sections of this Agreement; (2) all references to
"exhibits" shall mean exhibits to this Agreement which are incorporated into this
Agreement for all purposes; and (3) all references to "ordinances" or "resolutions" shall
mean ordinances or resolutions adopted by the City Council.
ARTICLE 3. DEFINITIONS
3.01 "Act" means Chapter 372, Texas Local Government Code, as amended.
3.02 "Actual Costs" is defined in the SAP.
3.03 "Actual Increased Costs" is defined in Section 6.11.
3.04 "Additional Costs" is defined in Section 6.11.
3.05 "Administrator" is defined in the SAP.
3.06 "Agreement" means this document together with the SAP, Indentures, and all
other Related Documents.
3.07 "Annual Collection Costs" are defined in the SAP.
PAGE 3
3.08 "Annual Installment" is defined in the SAP.
3.09 "Applicable Laws" means the Act and all other laws or statutes, rules, or
regulations of the State of Texas or the United States, as the same may be amended, by
which the City and its powers, securities, operations, and procedures are, or may be,
governed or from which its powers may be derived. The term also includes, without
limitation, the Approved Plans, the City's Code of Ordinances and Unified Development
Code, and all other City or City -adopted or City -approved ordinances, resolutions,
orders, codes, specifications, standards, policies, manuals, and other actions of the City
pertaining to design, construction, and conditions for the City's acceptance of the
Authorized Improvements for ownership and maintenance.
3.10 "Approved Plans" as to Parkland Improvements, means the final City PARD
Director -approved Parkland Improvements Plans and Specifications for the Parkland
Improvements, and as to all other Authorized Improvements and Owner Funded
Improvements, the final City -engineer approved construction plans for same.
3.11 "Architectural Standards" means the standards attached to this Agreement as
Exhibit A.
3.12 "Assessed Pro r " is defined in the SAP.
3.13 "Assessment" is defined in the SAP.
3.14 "Assessment Ordinance" is defined in the SAP.
3.15 "Assessment Revenue" means the revenues actually received by or on behalf of the
City from the collection of Assessments, including Prepayments, Annual Installments
and foreclosure proceeds.
3.16 "Assessment Roll" is defined in the SAP and included in the SAP as Exhibit F.
3.17 "Association Turnover Date" is defined in Section 4.06.
3.18 "Authorized Improvements" is defined in the SAP and depicted on Exhibit C of the
SAP, and includes the Parkland Improvements.
3.18 "Bond Issuance Request" means the written request made by Owner to the City to
issue PID Bonds in good faith as evidenced by Owner's expenditure of necessary
amounts for market studies, financial analysis, legal counsel, and other professional
services and due diligence necessary to support the request.
PAGE 4
3.19 'Bond Proceeds" means the proceeds derived from the issuance and sale of a series
of PID Bonds that are deposited and made available to pay Actual Costs in accordance
with the applicable Indenture.
3.20 "Certificate for Payment" means a certificate (substantially in the form of Exhibit
B or as otherwise approved by the Developer and the City Representative) executed by a
representative of the Developer and approved by the City Representative, delivered to
the City Representative (and/or, if applicable, to the trustee named in any applicable
Indenture), specifying the work performed and the amount charged (including materials
and labor costs) for Actual Costs of Authorized Improvements (or completed segments
thereof), and requesting payment of such amount from the PID Project Fund or the PID
Reimbursement Fund. Each certificate shall include supporting documentation in the
standard form for City construction projects and evidence that the Authorized
Improvements (or its completed segment) covered by the certificate have been inspected
and accepted for ownership and maintenance by the City.
3.21 "Change Order" is defined in Section 5.15.
3.22 "C4" is defined in the introductory paragraph of this Agreement.
3.23 "City Council" means the governing body of the City.
3.24 "City PARD Director" means the City's Director of Parks & Recreation or his or
her designee.
3.25 "City PID Policy" means the "Policy and Guidelines for Reimbursement Public
Improvement Districts" adopted by the City Council on December 11, 2018.
3.26 ",City Representative" means the person authorized by the City Council to
undertake the actions referenced herein. As of the Effective Date, the City Representative
is the Assistant City Manager. The City Manager may change the City Representative
from time to time in the City Manager's sole discretion, and shall promptly notify
Developer of any such change.
3.27 "CIosing Disbursement Request" means a request in the form of Exhibit C or as
otherwise approved by the Parties.
3.28 "Commence" in reference to construction or installation of an Authorized
Improvement (including, without limitation, a Parkland Improvement) begins from the
time that the City has given written approval to Developer of the design for the
Authorized Improvement (in its regulatory capacity), the Developer has begun actual
PAGE 5
demolition, clearing, or excavation for the work, and work continues on a regular basis
until Completion.
3.29 "Commencement Deadline" is defined in Section 4.03.01.
3.30 "Complete", "Completed" or "Completion" in reference to construction or
installation of an Authorized Improvement (including, without limitation, a Parkland
Improvement, except that the Parkland Improvements shall be owned by the City but
maintained by the HOA pursuant to the Maintenance Agreement) and Owner Funded
Improvements means or is deemed to have occurred on the date all of the following
events have occurred:
3.30.01 construction of the improvement is substantially complete such that,
as applicable, all pipes, lines, appurtenances, facilities, structures, and equipment
are capable of being fully operational following acceptance of the improvement
for use by the City or HOA, as appropriate; and
3.30.02 as to engineered improvements, the design engineer has certified in
writing to the City or HOA, as appropriate, that the improvement is substantially
complete; and
3.30.03 all testing and inspections by the City have been successfully
conducted, all final approvals required for use, operation and maintenance from
the City have been obtained, and the City has accepted the improvement for use,
operation and maintenance; and
3.30.04 the improvement can be used for its intended purposes and only
punch list items that do not adversely affect the capability of the improvement to
operate and function safely in the ordinary course of business remain to be
completed, and those items are reasonably expected to be completed within the
next thirty (30) calendar days or (for items such as revegetation) fiscal is posted
with the City for such remaining items.
3.31 "Completion Deadline" is defined in Section 4.03.02.
3.32 "Cost Determination Resolution" is defined in Section 1.04.
3.33 "Cost Overrun" is defined in Section 5.03.
3.34 "Cost Underrun" is defined in Section 5.14.
3.35 "Default" is defined in Section 6.08.01.
PAGE 6
3.36 "Delinquent Collection Costs" is defined in the SAP.
3.37 "Developer" is defined in the introductory paragraph of this Agreement.
3.38 "Developer Advances" means advances made by the Developer to pay Actual
Costs.
3.39 "Developer Continuing Disclosure Agreement" means any Continuing Disclosure
Agreement of Developer executed contemporaneously with the sale of PID Bonds.
3.40 "Effective Date" is defined in the introductory paragraph of this Agreement.
3.41 "Estimated Additional Costs" is defined in the Section 6.11.
3.42 "Estimated Buildout Value" is defined in the SAP.
3.43 "Failure" is defined in Section 6.08.01.
3.44 "HOA" means Westhaven Residential Community, Inc., a Texas non-profit
corporation.
3.45 "Indenture" means the applicable trust indenture pursuant to which PID Bonds
are issued.
3.46 "Interim Agreement" is defined in Section 1.05.
3.47 "Lot" or "Lot Type" is defined in the SAP.
3.48 "Maintenance Agreement" means the agreement attached to this Agreement as
Exhibit D pertaining to maintenance of the Parkland.
3.49 "Maintenance Bond" is defined in Section 4.03.05.
3.50 "Maintenance Period" is defined in Section 4.03.04.
3.51 "Maturity Date" is the date one year after the last Annual Installment is collected.
3.52 "Minimum Value to Lien Ratio" means the estimated taxable assessed value of the
final subdivided Lots in the PID as of the date of Developer's request for PID Bond
issuance is at least four times greater that the dollar amount of the Assessment (i.e., the
estimated assessed value to lien ratio is 4:1), taking into account all PID Bonds that would
be outstanding after the issuance of the PID Bonds that are the subject of a Bond Issuance
Request. In determining the estimated taxable assessed value of the property within PID
for purposes of calculating the Minimum Value to Lien Ratio, the Developer may use: (i)
PAGE 7
the sale price (as evidenced by executed real estate contracts provided to the City) of
property within PID that has been sold and for which development on that property has
begun; (ii) the sale price (as evidenced by executed real estate contracts provided to the
City) of property within the PID which has been sold but for which development has not
begun; (iii) the Williamson Central Appraisal District's value of property within PID
established by the last tax statement sent by the Williamson County Tax Assessor; (iv)
the appraisal of each Assessed Property performed in accordance with the requirements
of this Agreement or (v) any combination of (i) through (iv) without duplication. The
City in its sole discretion may require such values to be supported by an appraisal of the
applicable Parcels prepared by an appraiser selected by the City with all reasonable
appraisal fees to be paid by the Developer.
3.53 "Non -Benefited Property_" is defined in the SAP.
3.54 "Open Space" means those areas designated and/or shown on the Site Layout
Plan attached as Exhibit E to this Agreement labeled or marked as "PVT OSL and DE"
(Private Open Space Lots and Drainage Easements) as well as all other common areas
within the PID, consisting of approximately 17.56 acres, including any improvements or
appurtenances thereon.
3.55 "Owner Funded Improvements" is defined in the SAP.
3.56 "Parcel" is defined in the SAP.
3.57 "Parkland" means those areas designated and/or shown on the Site Layout Plan
attached as Exhibit E to this Agreement labeled or marked as "Public OSL and DE"
(Public Open Space Lots and Drainage Easements), consisting of approximately 16.24
acres.
3.58 "Parkland Improvements" means, collectively, those of the Authorized
Improvements identified as "Parkland" in Section III of the SAP and as shown on Exhibit
C of the SAP, and further described on the attached Exhibit F.
3.59 "Parkland Improvements Plans and Specifications" is defined in Section 4.03.03.
3.60 "Par " and "Parties" are defined in the introductory paragraph of this Agreement.
3.61 "PID" is defined as the Parks at Westhaven Public Improvement District, created
by the PID Creation Resolution.
3.62 "PID Bonds" is defined in the SAP.
PAGE 8
3.63 "PID Bond Ordinance" means and refers to the ordinance or ordinances of the City
Council that will authorize and approve the issuance and sale of the PID Bonds and
provide for their security and payment, either under the terms of such ordinance or the
Indenture related to the PID Bonds.
3.64 "PID Bond Security" means the funds that are to be pledged in or pursuant to the
PID Bond Ordinance or the Indenture to the payment of the debt service requirements on
the PID Bonds, consisting of the Assessments, including earnings and income derived
from the investment or deposit of Assessment Revenues in the special funds or accounts
created and established for the payment and security of the PID Bonds, unless such
earnings are required to be deposited into a rebate fund for payment to the federal
government.
3.65 "PID Creation Resolution" is defined in Section 1.03.
3.66 "PID Pledged Revenue Fund" means the fund, including all accounts created
within such fund, established by the City under an Indenture (and segregated from all
other funds of the City) into which the City deposits Assessment Revenue from the
collection of Assessments, including Annual Installments thereof, securing PID Bonds
issued and still outstanding under such Indenture.
3.67 "PID Project Fund" means the fund, including any accounts created within such
fund, established by the City under an Indenture (and segregated from all other funds of
the City) into which the City deposits a portion of the Bond Proceeds and any other funds
authorized or required by such Indenture.
3.68 "PID Reimbursement Fund" means the fund established by the City under this
Agreement (and segregated from all other funds of the City) into which the City deposits
Assessment Revenue if not deposited into the PID Pledged Revenue Fund.
3.69 "Prepayment" is defined in the SAP.
3.70 "Property" is defined in Section 1.03.
3.71 TEO" is defined in the Section 6.11.
3.72 "Related Documents" is defined in Section 2.02.
3.73 "Reimbursement Agreement Balance" is defined in Section 5.04.
PAGE 9
3.74 "SAP" means the Parks at Westhaven Public Improvement District Service and
Assessment Plan approved by the Assessment Ordinance, as the same may be updated
or amended by City Council action in accordance with the Act.
3.75 "Site Layout Plan" means the plan attached to this Agreement as Exhibit E.
3.76 "Tax Certificate" is defined in Section 6.07.02.
3.77 "Transfer" and "Transferee" are defined in Section 6.10.
ARTICLE 4. DEVELOPER OBLIGATIONS
4.01 Obligation to Fund and Complete Owner Funded Improvements. Developer
shall Complete, or cause to be Completed, the Owner Funded Improvements at no cost
to the City in accordance with the Applicable Laws and this Agreement. By its signature
on this Agreement, Developer certifies that it has sufficient funds to complete the Owner
Funded Improvements and agrees to maintain sufficient funds for such purpose in the
form of: (i) loan funds, (ii) funds available pursuant to a letter of credit, (iii) available cash,
or (iv) any combination of (i) — (iii) as required by the City. Developer further agrees that,
if requested by the City, Developer shall provide evidence of same to the City.
4.02 Obligation to Complete Authorized Improvements. Developer shall Complete,
or cause to be Completed, the Authorized Improvements at no cost to the City in
accordance with the Applicable Laws and this Agreement.
4.03 Additional Obligations Regarding Parkland Improvements. The following
provisions shall apply to the Parkland Improvements:
4.03.01 Commencement Deadline: Developer shall Commence
Construction or installation, or cause Commencement of Construction or
installation to occur, of the Parkland Improvements not later than (a) the date that
the City issues the equivalent of 200 residential building permits (calculated as 1
building permit per single-family detached residence, and 2 building permits per
duplex residence) in the District, or (b) April 1, 2023, which ever shall first occur
(the "Commencement Deadline").
4.03.02 Completion Deadline: Developer shall Complete construction or
installation, or cause Completion of construction or installation to occur, of the
Parkland Improvements not later than the date that is one (1) year after the
Commencement Deadline (the "Completion Deadline"). The Parkland
Improvements may be constructed simultaneously with each other or
successively, provided that final Completion of all of the Parkland Improvements
PAGE 10
by the Developer and acceptance of same by the City must occur not later than the
Completion Deadline, subject, however, to force majeure and delays caused by the
City or other governmental authorities with jurisdiction that are beyond
Developer's control.
4.03.03 Parkland Improvements Plans and Specifications. Not later than
six (6) months before the Commencement Deadline, and prior to submitting a Site
Development Plan (as that term is defined in the City's Unified Development
Code), Developer shall submit detailed plans and specifications for the Parkland
Improvements to the City PARD Director (collectively, the "Parkland
Improvements Plan and Specifications"). The Parkland Improvement Plans and
Specifications shall include, for each Parkland Improvement, the following
information: a detailed description, purpose, size, location,
construction/installation schedule, plans, specifications, construction documents,
the estimated cost of constructing each Parkland Improvement as determined by
a professional engineer, and, if necessary, alternate access options for visitors to
the Parkland during construction of a Parkland Improvement. Within thirty (30)
calendar days after receipt of the Parkland Improvement Plans and Specifications,
the City PARD Director shall respond to Developer by either approving the
Parkland Improvement Plans and Specifications (which, on approval, will become
an Approved Plan for the Parkland Improvement) or disapproving the Parkland
Improvement Plans and Specifications (which disapproval shall be accompanied
by a written explanation specifying the basis for such disapproval) and allowing
Developer up to fifteen (15) calendar days to revise the Parkland Improvement
Plans and Specifications to address the City's comments. Failure of the City PARD
Director to respond to the submittal of the Parkland Improvements Description
within the 30-day period shall not be deemed to be acceptance of same by the City
PARD Director or the City. The City's review of and the Developer's response to
the Parkland Improvement Plans and Specifications within the timeframes stated
above shall repeat until the City approves the Parkland Improvement Plans and
Specifications.
4.03.04 Warranty. Developer hereby warrants that each Parkland
Improvement will be free from defects for a period of one (1) year from the date of
its Completion (the "Maintenance Period"). The Developer shall correct and
repair, or cause to be corrected and repaired, any defects in materials or
workmanship of a Parkland Improvement that occurs before and during the
Maintenance Period; provided, however, that Developer shall not be responsible
for any damage, defect or repair caused by the negligence or willful misconduct
of the City, City PARD Director, or any of their respective employees, contractors,
PAGE 11
agents, representatives, licensees, successors or assigns. Developer shall, upon
completion and acceptance of each Parkland Improvement, assign to the City,
without further recourse against Developer, all warranties that Developer may
have received with respect to the Parkland Improvement. All transfers of
Parkland Improvements to the City under this Agreement shall include transfers
of warranties, bonds, and guarantees associated with the Parkland Improvement.
4.03.05 Maintenance Bond. To secure the Developer's warranty obligations
during the Maintenance Period, the Developer shall provide a Maintenance Bond
in the amount of Twenty Five Percent (25%) of the total cost of constructing each
Parkland Improvement, or Twenty Five Percent (25%) of the total cost of
constructing all Parkland Improvements (the "Maintenance Bond"). The
Maintenance Bond must be in a form approved for use in the City's Development
Manual. The Parkland Improvements must meet the Approved Plans at the end
of the Maintenance Period for the City to release the Maintenance Bond.
4.03.06 Minimum Expenditure. Developer and City agree that if
Developer's Actual Cost for constructing the Parkland Improvements is at least
ONE MILLION FOUR HUNDRED ONE THOUSAND DOLLARS ($1,401,000.00),
Developer will satisfy the requirements in Chapter 13.08 of the City's Unified
Development Code pertaining to parkland requirements.
4.04 Parkland Conveyance. Developer will convey the Parkland to the City, at no cost
to the City, not later than thirty (30) days after the Completion Deadline, solely for use as
public parkland. The conveyance of the Parkland to the City must be by special warranty
deed restricting the Parkland to public park use, free of all liens and encumbrances except
the City Attorney -approved exceptions applicable to the Parkland, and accompanied by
a title commitment having only those standard pre-printed exceptions that are part of the
promulgated form of Texas title insurance policies, plus any City Attorney -approved
exceptions applicable to the Parkland. Developer will pay the cost of a title insurance
policy consistent with such a title commitment reflecting the then -current fair market
value for the Parkland as well as the costs of recording and preparation of conveyance
documents. The City shall not have any responsibility for ownership or maintenance of
the Parkland; instead such maintenance will be by the HOA.
4.05 Open Space. Developer shall convey the Open Space to the HOA. The City shall
not have any responsibility for ownership or maintenance of the Open Space; instead
such maintenance will be by the HOA.
4.06 HOA Required. The Property will be incorporated into the existing HOA not later
than thirty (30) days after the date that the first final plat for any portion of the land in
PAGE 12
the PID is recorded in the Official Public Records of Williamson County, Texas. The HOA,
through its conditions and restrictions filed of record in the Official Public Records of
Williamson County, Texas, shall be required to fix and collect, or cause to be fixed and
collected, from owners annual fees and charges in amounts calculated for maintenance
of the Parkland, Parkland Improvements and Open Space, including without limitation,
landscaping and irrigation of the Parkland and Open Space, raised medians and other
right-of-way landscaping, detention improvements and areas, drainage improvements
and easement areas, screening, lawns, and any other improvements or appurtenances
located in the Parkland or Open Space that are sufficient to produce the amount necessary
to maintain, repair, replace and perform all work required under the Maintenance
Agreement. Before the HOA Turnover Date (defined below) Developer and the HOA
shall be jointly and severally responsible for ensuring that the HOA fees and charges are
determined and collected in accordance with Applicable Laws; provided however, that
before the HOA Turnover Date and after providing at least fifteen (15) days prior written
notice to the City, Developer may assign its obligations under this Section to Continental
Homes of Texas, Inc., a Texas corporation. On and after the HOA Turnover Date, (a)
Developer shall be released from all obligations and liabilities under this Section, and (b)
the HOA shall, in writing, assume all of the Developer's obligations under this section.
As used herein, the "Association Turnover Date" means the date as determined under
Texas Property Code Section 209.00591 (as in effect at such time), that Developer shall be
required to include owners of Lots on the board of directors of the Association. As of the
Effective Date, the Texas Property Code defines such date to be "the 120th day after the
date 75 percent of the lots that may be created and made subject to the declaration are
conveyed to owners other than a declarant or a builder in the business of constructing
homes who purchased the lots from the declarant for the purpose of selling completed
homes built on the lots," but such date shall not be later than "the 10th anniversary of the
date the declaration was recorded." Notwithstanding the foregoing, the Association
Turnover Date shall not be before Developer Completes or causes Completion of
construction of the Authorized Improvements and the Authorized Improvements have
been accepted for ownership and maintenance by the entity responsible for same.
4.07 Parkland Maintenance Agreement. Simultaneously with the execution of this
Agreement by a duly authorized representative of Developer, Developer shall also
execute the Maintenance Agreement in the form attached to this Agreement as Exhibit
D. At its first meeting after the Effective Date, Developer shall also cause a duly
authorized representative of the HOA to sign the Maintenance Agreement on behalf of
the HOA. Until the HOA has collected at least FIFTY THOUSAND DOLLARS
($50,000.00) in fees, the Developer and the HOA shall be jointly and severally liable to the
City for compliance with said Maintenance Agreement.
PAGE 13
4.08 Architectural Standards. The Architectural Standards attached as Exhibit A to
this Agreement shall apply to all single family residential structures within the PID.
Developer shall cause such standards to be incorporated into covenants, conditions and
restrictions applicable to all Parcel owners in the PID, and shall record same in the official
public records of Williamson County, Texas. In addition, Developer shall submit, or
cause to be submitted, a Certificate of Architectural Standards Compliance Certificate in
the form attached to this Agreement as Exhibit A with all requests for final inspection of
a single-family residential structure within the PID, containing certification by the
Developer and home -builder that the single-family residence has been constructed in
compliance with the Architectural Standards. No certificate of occupancy will be issued
by the City unless and until the Certificate of Architectural Standards Compliance has
been submitted to the City and the City's inspector has performed a final inspection
confirming same.
4.09 Compliance with Applicable Laws. Development of the land within the PID
must comply with applicable state and federal laws, rules, and regulations, and with the
City's Code of Ordinances, Unified Development Code, and this Agreement, but in the
event of conflict, this Agreement shall control.
4.10 Indemnity. DEVELOPER COVENANTS AND AGREES TO FULLY
INDEMNIFY AND HOLD HARMLESS CITY (AND THEIR ELECTED OFFICIALS,
EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES),
INDIVIDUALLY AND COLLECTIVELY, FROM AND AGAINST ANY AND ALL
COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES
PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION,
LIABILITY AND SUITS OF ANY KIND AND NATURE BROUGHT BY ANY THIRD
PARTY AND RELATING TO DEVELOPER'S CONSTRUCTION OF THE
AUTHORIZED IMPROVEMENTS INCLUDING BUT NOT LIMITED TO,
PERSONAL INJURY OR DEATH AND PROPERTY DAMAGE, MADE UPON CITY
OR DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR
RELATED TO DEVELOPER OR DEVELOPER'S CONTRACTORS' NEGLIGENCE,
WILLFUL MISCONDUCT OR CRIMINAL CONDUCT IN ITS ACTIVITIES,
INCLUDING ANY SUCH ACTS OR OMISSIONS OF DEVELOPER OR
DEVELOPER'S CONTRACTORS, ANY AGENT, OFFICER, DIRECTOR,
REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONSULTANTS OF
DEVELOPER OR DEVELOPER'S CONTRACTORS AND THEIR RESPECTIVE
OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES, ALL
WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY
AVAILABLE TO CITY, UNDER TEXAS LAW AND WITHOUT WAIVING ANY
DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS
PAGE 14
INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE CITY AND ARE
NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTHER PERSON OR ENTITY. DEVELOPER SHALL
PROMPTLY ADVISE CITY IN WRITING OF ANY CLAIM OR DEMAND AGAINST
CITY, RELATED TO OR ARISING OUT OF DEVELOPER OR DEVELOPER'S
CONTRACTORS CONSTRUCTION ACTIVITIES UNDER THIS AGREEMENT
AND SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR
DEMAND AT THE DEVELOPER'S COST TO THE EXTENT REQUIRED UNDER
THE INDEMNITY IN THIS SECTION. CITY SHALL HAVE THE RIGHT, AT THEIR
OPTION AND AT THEIR OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE
WITHOUT RELIEVING DEVELOPER OF ANY OF ITS OBLIGATIONS UNDER
THIS PARAGRAPH. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF
APPROVED IN WRITING IN ADVANCE BY THE CITY COUNCIL, DEVELOPER
SHALL BE FULLY AND FINALLY RELEASED OF ITS INDEMNITY OBLIGATIONS
UNDER THIS SECTION UPON ASSIGNMENT OF ALL, BUT NOT PART, OF ITS
RIGHTS UNDER THIS AGREEMENT, AND UNDER THAT CIRCUMSTANCE THE
CITY SHALL LOOK SOLELY TO THE DEVELOPER'S SUCCESSORS OR ASSIGNS
OF RECORD (WHETHER ONE OR MORE) FOR INDEMNIFICATION.
ARTICLE 5. FUNDING AUTHORIZED IMPROVEMENTS
5.01 Fund Deposits. Until PID Bonds are issued, the City shall bill, collect, and deposit
into the PID Reimbursement Fund all Assessment Revenue consisting of: (1) revenue
collected from the payment of Assessments (including Prepayments and amounts
received from the foreclosure of liens but excluding costs and expenses related to
collection); and (2) revenue collected from the payment of Annual Installments
(excluding Annual Collection Costs and Delinquent Collection Costs). Once PID Bonds
are issued, the City shall bill, collect, and deposit all Assessment Revenue in the manner
set forth in the applicable Indenture. Upon the issuance of PID Bonds, the Developer shall
deposit any funds required by the Indenture in the manner set forth in the applicable
Indenture. Annual Installments shall be billed and collected by the City (or by any person,
entity, or governmental agency permitted by law) in the same manner and at the same
time as City ad valorem taxes are billed and collected. Funds in the PID Project Fund shall
only be used in accordance with the applicable Indenture. Funds in the PID
Reimbursement Fund shall only be used to pay all or any portion of the Reimbursement
Agreement Balance in accordance with this Agreement. The City will take and pursue all
actions permissible under Applicable Laws to cause the Assessments to be collected and
the liens related to such Assessments to be enforced continuously, in the manner and to
the maximum extent permitted by the Applicable Laws, and, to the extent permitted by
Applicable Laws, to cause no reduction, abatement or exemption in the Assessments for
PAGE 15
so long as any PID Bonds are outstanding or a Reimbursement Agreement Balance
remains outstanding. The City shall determine or cause to be determined, no later than
February 15 of each year whether any Annual Installment is delinquent and if such
delinquencies exist, the City will order and cause to be commenced as soon as practicable,
and subject to any necessary action required by the City Council, any and all appropriate
and legally permissible actions to obtain such Annual Installment, and any delinquent
charges and interest thereon, including without limitation diligently prosecuting an
action to foreclose the currently delinquent Annual Installment; provided, however, the
City shall not be required under any circumstances to pay any delinquent Assessment or
purchase or make payment for the purchase of the corresponding Assessed Property.
5.02 Maximum Annual Assessment. The annual assessment to Parcel owners within
the PID shall be no more than the equivalent of a $0.55 per $100 tax rate on the Estimated
Buildout Value of the Parcel or Lot Type as provided for in the SAP.
5.03 Payment of Actual Costs and PID Administration Costs. The Developer shall
make Developer Advances to pay Actual Costs and, prior to PID Bond issuance, to
reimburse the City for the City's costs incurred prior to PID Bond issuance in the
establishment, administration, and operation of the PID (including but not limited to
attorney fees, financial advisory fees, consultant fees, publication costs, and another cost
or expense directly associated with the establishment, administration, and operation of
the PID). The Developer shall also make Developer Advances to pay for any cost overrun
("Cost Overrun") after applying cost savings. The Developer acknowledges and agrees
that the lack of Bond Proceeds in the PID Project Fund and/or Assessment Revenues
deposited to the PID Reimbursement Fund shall not diminish the Developer's obligations
under this Agreement to construct or cause to be constructed the Authorized
Improvements. The Developer agrees to pay the Actual Costs of the Authorized
Improvements set forth in the SAP, and agrees to maintain sufficient funds for such
purpose in the form of: (i) loan funds, (ii) funds available pursuant to a letter of credit,
(iii) available cash, or (iv) any combination of (i) — (iii) as reasonably required by the City.
5.04 Payment of Reimbursement Agreement Balance.
5.04.01 The City agrees to pay to the Developer, and the Developer shall be
entitled to receive payments from the City, until the Maturity Date, an aggregate
principal amount not to exceed SEVEN MILLION SEVEN HUNDRED TWENTY
FIVE THOUSAND DOLLARS AND 00/100 ($7,725,000) or so much thereof as from
time to time remains outstanding (such outstanding amount of all City -approved
Certificates for Payment, together with accrued interest as hereinafter described,
is referred to collectively as the "Reimbursement Agreement Balance"), with the
amount for each payment request being shown on each Certificate for Payment
PAGE 16
(which amounts include only Actual Costs paid by or at the direction of the
Developer) plus simple interest on the unpaid principal balance at the lesser rate
of: (i) two percent (2%) above the highest average index rate for tax-exempt bonds
reported in a daily or weekly bond index reported in the month before the date of
determination (which is the date of the approval by the City of the Assessment
Ordinance levying the Assessments from which the Reimbursement Agreement
Balance, or a portion thereof, shall be paid), or (ii) if PID Bonds are issued, the
same interest rate on such PID Bonds. For purposes of Sections 372.023(e)(1) and
(e)(2) of the Act, the interest rate on any portion of the Reimbursement Agreement
Balance not to be paid from the proceeds of PID Bonds shall be calculated for each
Certificate of Payment using the date that the Certificate of Payment is approved
by the City as the date that the obligation to pay the Certificate for Payment is
incurred. The City shall have no obligation to approve a Certificate for Payment
for which any of the conditions to payment (described therein as the Developer's
representations and warranties) have not been met. If any portion of the
Reimbursement Agreement Balance remains unpaid after the City has elected to
sell PID Bonds for the purpose of paying a portion of the Reimbursement
Agreement Balance, the interest rate paid to the Developer on such unpaid
Reimbursement Agreement Balance shall be at the rates set forth in this Section
5.04. The method for determining the interest rate for the unpaid balance of the
Reimbursement Agreement Balance as set forth in this paragraph has been
approved by the City Council and is authorized by and complies with the Act,
including specifically subsections (e)(1) and (e)(2) of Section 372.023 of the Act. The
obligation of the City to pay the Reimbursement Agreement Balance is payable
solely from the PID Reimbursement Fund or from net proceeds from the sale of
the PID Bonds deposited in the PID Project Fund. No other City funds, revenue,
taxes, income, or property shall be used even if the Reimbursement Agreement
Balance is not paid in full by the Maturity Date. Payments made from the PID
Reimbursement Fund toward any outstanding Reimbursement Agreement
Balance, shall first be applied to unpaid interest on such Reimbursement
Agreement Balance owed to the Developer, and second to unpaid principal of the
Reimbursement Agreement Balance owed to the Developer. Each payment from
the PID Reimbursement Fund shall be in accordance with this Agreement and
shall be accompanied by an accounting that certifies the Reimbursement
Agreement Balance as of the date of the payment and that itemizes all deposits to
and disbursements from the PID Reimbursement Fund since the last payment. All
payments from net proceeds from the sale of PID Bonds deposited in the PID
Project Fund shall be made in accordance with the applicable Indenture. If there is
a dispute over the amount of any payment, the City shall nevertheless pay the
undisputed amount, and the Parties shall use all reasonable efforts to resolve the
PAGE 17
disputed amount before the next payment is made; however, if the Parties are
unable to resolve the disputed amount, then the City's determination of the
disputed amount (as approved by the City Council) shall control.
5.04.02 This Agreement supersedes the Interim Agreement and the Interim
Agreement is no longer of any force or effect as of the Effective Date of this
Agreement; provided however all rights and obligations of the Parties under the
Interim Agreement are hereby preserved and transferred so as to be a part of this
Agreement for all purposes.
5.05 Issuance of PID Bonds. The City, in its sole, legislative discretion, may issue PID
Bonds in accordance with the standards set forth in this Agreement and in the City PID
Policy, in one or more series, when and if the City Council determines that the
requirements in this Agreement and the City PID Policy have been met by Developer or
can be met at the time of issuance of the PID Bonds, including but not limited to the
following: (i) the statutory requirements set forth in the Act have been satisfied; (ii) the
City shall receive at the time of issuance an opinion of bond counsel selected by the City
stating in effect that the PID Bonds are legal and valid under Texas law and that all
preconditions to their issuance under State law have been satisfied; (iii) the City shall
receive the approving opinion of the Attorney General of the State of Texas as required
by the Act; (iv) the Minimum Value to Lien Ratio is met (regarding which, the City in its
sole discretion may require such values to be supported by an appraisal of the applicable
parcels prepared by an appraiser selected by the City with all reasonable appraisal fees
to be paid by the Developer) and (v) it is financially feasible for the City to issue PID
Bonds for the purposes of paying the Reimbursement Agreement Balance. PID Bonds
issued for such purpose will be secured by and paid solely as authorized by the applicable
Indenture. Upon the issuance of PID Bonds for such purpose and for so long as PID Bonds
remain outstanding, the Developer's right to receive payments each year in accordance
with Section 5.04 shall be subordinate to the deposits required under the applicable
Indenture related to any outstanding PID Bonds and the Developer shall be entitled to
receive funds pursuant to the flow of funds provisions of such Indenture. The failure of
the City to issue PID Bonds shall not constitute a "Failure" by the City or otherwise result
in a "Default" by the City. The Developer shall not be relieved of its duty to construct or
cause to be constructed such improvements even if there are insufficient funds in the PID
Project Fund to pay the Actual Costs. This Agreement shall apply to all of the PID Bonds
issued by the City whether in one or more series, and no additional reimbursement
agreement shall be required for future series of PID Bonds.
The City shall use diligent, reasonable and good faith efforts, subject to meeting the
requirements and conditions stated herein, the PID Policy and State law, to commence
PAGE 18
the documentation for and the issuance of PID Bonds within four to six months after
receiving a Bond Issuance Request from Developer. The City will consider the adoption
of a PID Bond Ordinance, subject to meeting the requirements and conditions stated in
this Agreement, the PID Policy and State law, to reimburse the Developer for Actual
Costs of those Authorized Improvements that are Complete at the time of the PID Bond
issue less any amounts already reimbursed to Developer pursuant to this Agreement.
5.06 Denomination, Maturity, Interest, and Security for PID Bonds.
5.06.01 The PID Bonds shall be finally authorized by the City Council and
shall be issued in the denominations, shall mature and be prepaid, shall bear
interest, and shall be secured by and payable solely from the PID Bond Security,
all to be as described and provided in the PID Bond Ordinance or Indenture, as
applicable.
5.06.02 The final and adopted versions of the PID Bond Ordinance and the
Indenture (and all documents incorporated or approved therein) shall contain
provisions relating to the withdrawal, application, and uses of the proceeds of the
PID Bonds when and as issued and delivered and otherwise contain such terms
and provisions as are mutually approved by the City and the Developer and
consistent with this Agreement.
5.07 Sale of PID Bonds.
5.07.01 Once approved for issuance, the PID Bonds shall be issued by the
City and shall be marketed and sold as determined by the City with the
cooperation and assistance of the Developer in all respects with respect to the
preparation of marketing documents, such as preliminary and final official
statements. The Developer agrees to provide such financial information as may be
necessary for the issuance of the PID Bonds to comply with applicable securities
laws and the provisions of Securities and Exchange Rule 15c2-12.
5.07.02 The aggregate principal amount of PID Bonds required to be issued
hereunder shall not exceed an amount sufficient to fund: (i) the reimbursements
for the Actual Costs of the Authorized Improvements; (ii) required reserves and
capitalized interest (if any) during the period of construction and not more than
twelve (12) months after the completion of construction of all Authorized
Improvements covered by the PID Bond issue in question; (iii) the Reserve Fund
and the Administrative Fund (as defined in the Indenture); and (iv) any costs of
issuance for the PID Bonds.
PAGE 19
5.07.03 The final maturity for each series of PID Bonds shall occur no later
than twenty-five (25) years from the issuance date of said PID Bonds.
5.07.04 Any PID Bonds issued must include a Reserve Fund (as defined in
the Indenture) funded from proceeds of such PID Bonds at the time of issuance.
Refunding PID Bonds may satisfy this requirement in cases where an existing
Reserve Fund is transferred to the refunding PID Bonds. All PID Bond Reserve
Funds at the time of issuance shall be in an amount equal to the lesser of: (i) the
maximum annual debt service on the PID Bonds; (ii) 10% of the PID Bond
proceeds; or (iii) 125% of the average annual debt service on the PID Bonds.
5.07.05 The maximum aggregate par amount of all PID Bonds shall not
exceed SEVEN MILLION SEVEN HUNDRED TWENTY-FIVE THOUSAND
DOLLARS ($7,725,000).
5.07.06 The City will (i) select the underwriter(s) for each series of PID
Bonds; (ii) determine credit criteria; (iii) investor suitability; (iv) structure of each
series of such bonds; and (v) the continuing disclosure requirements for each series
of such bonds, each with input from the Developer, but in every instance the City
shall make the final decision regarding all terms and matters related to the
issuance and sale of PID Bonds
5.07.07 Prior to the issuance of PID Bonds, Developer must be current on all
taxes, Assessments, fees and not in default under this Agreement or any other
agreement with the City, including information required from Developer for
timely disclosures as required by any applicable continuing disclosure agreement.
5.08 Disbursements and Transfers.
5.08.01 The City and the Developer agree that, prior to PID Bond issuance,
and upon the presentation of evidence satisfactory to the City Representative, the
City will pay from the Reimbursement Fund, approved amounts from the
appropriate account to the City or the Developer, as applicable, which costs may
include payment of costs incurred in the establishment, administration, and
operation of the PID and any other eligible items expended by the Developer or
the City. In order to receive disbursement, the Developer shall execute a Certificate
of Payment Request to be delivered to the City no more often than once per
calendar month.
5.08.02 The City and the Developer agree that from the proceeds of the PID
Bonds, and upon the presentation of evidence satisfactory to the City
PAGE 20
Representative, the City will cause the trustee under the applicable Indenture to
pay at closing of the PID Bonds approved amounts from the appropriate account
to the City or the Developer, as applicable, which costs may include payment for
costs of issuance of PID Bonds and payment of costs incurred in the establishment,
administration, and operation of the PID and any other eligible items expended
by the Developer and the City as of the time of the delivery of the PID Bonds as
described in the SAP. In order to receive disbursement, the Developer shall
execute a Closing Disbursement Request to be delivered to the City no fewer than
fifteen (15) calendar days prior to the scheduled pricing date for the PID Bonds for
payment in accordance with the provisions of the applicable Indenture.
5.08.03 In order to receive disbursements for Actual Costs of Authorized
Improvements from the applicable fund under this Agreement and applicable
Indenture, the Developer shall execute a Certificate for Payment, no more
frequently than once per calendar month, to be delivered to the City for payment
in accordance with the provisions of the applicable Indenture and this Agreement.
Upon receipt of a Certificate for Payment (along with all accompanying
documentation required by the City) from the Developer, the City shall conduct a
review in order to confirm that such request is complete, to confirm that the work
for which payment is requested was performed in accordance with all Applicable
Laws and applicable plans therefore and with the terms of this Agreement and
any other agreement between the parties related to property in the PID, that the
Authorized Improvement (or such segment thereof) has been inspected by the City
and accepted by the City for ownership, operation, and maintenance, and to verify
and approve the Actual Costs of such work specified in such certificate. The City
shall also conduct such review as is required in its discretion to confirm the matters
certified in the Certificate for Payment.
5.08.04 The Developer agrees to cooperate with the City in conducting each
such review required to be made for the approval of a Certificate for Payment; and
the Developer agrees to provide the City with such additional information and
documentation as is reasonably necessary for the City to conclude each such
review.
5.08.05 The Developer further agrees that sales tax will not be approved for
payment under a Certificate for Payment.
5.08.06 Within fifteen (15) business days following receipt of any Certificate
for Payment, the City shall either: (1) approve such certificate and, if PID Bonds
have been issued, forward it to the trustee under the applicable Indenture for
payment, or (2) provide the Developer with written notification of disapproval of
PAGE 21
all or part of such certificate, specifying the basis for any such disapproval. Any
disputes shall be resolved as required by Section 5.04 herein. If PID Bonds have
been issued, the City shall promptly deliver the approved or partially approved
Certificate for Payment to the trustee under the applicable Indenture for payment,
and such trustee shall make the disbursements as quickly as practicable thereafter.
5.08.07 If proceeds from PID Bonds are still available after all the Authorized
Improvements are Complete and accepted by the City, and Developer has been
reimbursed for all unreimbursed Actual Costs incurred in connection therewith,
the proceeds may be utilized to finance other Authorized Improvements within
the PID for which reimbursements are not being received by the Developer from
other public sources.
5.09 Obligations Limited. The obligations of the City under this Agreement shall not,
under any circumstances, give rise to or create a charge against the general credit or
taxing power of the City or a debt or other obligation of the City payable from any source
other than the PID Reimbursement Fund or the PID Project Fund. Unless approved by
the City Council, no other City funds, revenues, taxes, property, or income of any kind
shall be used to pay: (1) the Actual Costs of the Authorized Improvements; (2) the
Reimbursement Agreement Balance even if the Reimbursement Agreement Balance is not
paid in full on or before the Maturity Date; or (3) debt service on any PID Bonds. None of
the City or any of its elected or appointed officials or any of its officers, employees,
consultants or representatives shall incur any liability hereunder to the Developer or any
other party in their individual capacities by reason of this Agreement or their acts or
omissions under this Agreement.
5.10 Obligation to Pay. Subject to the provisions of Section 5.04 and 5.09, if the
Developer is (1) current on payment of all taxes, assessments and fees owed to the City,
and (2) in then -current compliance with its obligations under (a) this Agreement, and (b)
all Developer Continuing Disclosure Agreements (if PID Bonds are issued and remain
outstanding); then, following the inspection and final acceptance by the City of the
applicable Authorized Improvement (or segment thereof) for ownership, operation, and
maintenance by the City of an Authorized Improvement (or segment thereof) for which
Developer seeks reimbursement of the Actual Costs by submission of a Certificate for
Payment or Closing Disbursement Request, the obligations of the City under this
Agreement to pay disbursements (whether to the Developer or to any person designated
by the Developer) identified in any approved Certificate for Payment or Closing
Disbursement Request and to pay debt service on PID Bonds are unconditional AND
NOT subject to any defenses or rights of offset except as may be provided in any
Indenture.
PAGE 22
5.11 City Delegation of Authority. All Authorized Improvements shall be constructed
by or at the direction of the Developer in accordance with the plans and in accordance
with this Agreement and all Applicable Laws. The Developer shall perform, or cause to
be performed, all of its obligations and shall conduct, or cause to be conducted, all
operations with respect to the construction of Authorized Improvements in a good,
workmanlike and commercially reasonable manner, with the standard of diligence and
care normally employed by duly qualified persons utilizing their commercially
reasonable efforts in the performance of comparable work in accordance with all
Applicable Laws, and generally accepted practices appropriate to the activities
undertaken. The Developer has sole responsibility of ensuring that all Authorized
Improvements are constructed in a good, workmanlike and commercially reasonable
manner, with the standard of diligence and care normally employed by duly qualified
persons utilizing their commercially reasonable efforts in the performance of comparable
work in accordance with City ordinances, City codes, City regulations, and generally
accepted practices appropriate to the activities undertaken. The Developer shall employ
at all times adequate staff or consultants with the requisite experience necessary to
administer and coordinate all work related to the design, engineering, acquisition,
construction and installation of all Authorized Improvements to be acquired and
accepted by the City from the Developer. If any Authorized Improvements are or will be
on land owned by the City, the City hereby grants to the Developer a license to enter
upon such land for purposes related to construction (and maintenance pending
acquisition and acceptance) of the Authorized Improvements. Inspection and acceptance
by the City of Authorized Improvements will be in accordance with applicable City
ordinances and regulations.
5.12 Security for Authorized Improvements. Prior to completion and conveyance to
the City of any Authorized Improvements, the Developer shall cause to be provided to
the City a maintenance bond in the amount required by the City's subdivision regulations
for applicable Authorized Improvements, which maintenance bond shall be for a term of
two years from the date of final acceptance by the City of the applicable Authorized
Improvements for ownership, operation, and maintenance. Any surety company through
which a bond is written shall be a surety company duly authorized to do business in the
State of Texas, meeting at least the City's minimum acceptable rating established under
the City's financial institution rating system then in effect, provided that legal counsel for
the City has the right to reject any surety company regardless of such company's
authorization to do business in Texas. Nothing in this Agreement shall be deemed to
prohibit the Developer or the City from contesting in good faith the validity or amount
of any mechanics or materialman's lien and/or judgment nor limit the remedies available
to the Developer or the City with respect thereto so long as such delay in performance
shall not subject the Authorized Improvements to foreclosure, forfeiture, or sale. In the
PAGE 23
event that any such lien and/or judgment with respect to the Authorized Improvements
is contested, the Developer shall be required to post or cause the delivery of a surety bond
or letter of credit, whichever is preferred by the City, in an amount reasonably
determined by the City, not to exceed 120 percent of the disputed amount.
5.13 Ownership and Conveyance of Authorized Improvements. The Developer shall
furnish to the City a preliminary title report for land related to the Authorized
Improvements to be acquired and accepted by the City from the Developer and not
previously dedicated or otherwise conveyed to the City. The report shall be made
available for City review and approval at least twenty (20) business days prior to the
scheduled transfer of title. The City shall approve the preliminary title report unless it
reveals a lien or encumbrance, or any other a matter which, in the sole judgment of the
City, would materially affect the City's ownership, use and enjoyment of the Authorized
Improvements. If the City objects to any preliminary title report, the City shall not be
obligated to accept title to the applicable Authorized Improvements until the Developer
has cured the objections to the satisfaction of the City.
5.14 Remaining Funds After Completion of an Authorized Improvement. Upon the
entering into of final construction contracts for an Authorized Improvement, if the Actual
Cost of such Authorized Improvement is less than the budgeted cost as shown in Exhibit
_ to the SAP, as the same may be updated by the City, (a "Cost Underrun"), any
remaining budgeted cost will be available to pay Cost Overruns on any other Authorized
Improvement. Additionally, upon the final completion of an Authorized Improvement
and payment of all outstanding invoices for such Authorized Improvement, any Cost
Underrun will be available to pay Cost Overruns on any other Authorized Improvement.
A City Representative shall promptly confirm to the Administrator (as defined in the
SAP) that such remaining amounts are available to pay such Cost Overruns, and the
Developer, the Administrator and the City Representative will agree how to use such
moneys to secure the payment and performance of the work for other Authorized
Improvements. Any Cost Underrun for any Authorized Improvement is available to pay
Cost Overruns on any other Authorized Improvement and may be added to the amount
approved for payment in any Certificate for Payment, as mutually agreed to by the
Developer, the Administrator and the City Representative.
5.15 Contracts and Change Orders. The Developer shall be responsible for entering
into all contracts and any supplemental agreements (herein referred to as "Change
Orders") required for the construction of an Authorized Improvement. The Developer
or its contractors may approve and implement any Change Orders even if such Change
Order would increase the Actual Cost of an Authorized Improvement, but the Developer
shall be solely responsible for payment of any Cost Overruns resulting from such Change
PAGE 24
Orders except to the extent amounts are available pursuant to Section 5.14. If any Change
Order is for work that requires changes to be made by an engineer to the construction
and design documents and plans previously approved by the City as Approved Plans,
then such revisions made by an engineer must be submitted to the City for approval by
the City's engineer prior to execution of the Change Order.
ARTICLE 6. ADDITIONAL PROVISIONS
6.01 Term. The term of this Agreement shall begin on the Effective Date and shall
continue until the earlier to occur of the Maturity Date or the date on which the
Reimbursement Agreement Balance is paid in full.
6.02 No Competitive Bidding. Construction of the Authorized Improvements shall not
require competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local
Government Code, as amended. All plans and specifications, but not construction
contracts, shall be reviewed and approved, in writing, by the City prior to Developer
selecting the contractor. The City shall have the right to examine the contractor selected
by the Developer prior to executing a construction contract with the contractor.
6.03 Independent Contractor. In performing this Agreement, the Developer is an
independent contractor and not the agent or employee of the City.
6.04 Audit. The City Representative shall have the right, during normal business hours
and upon five (5) business days' prior written notice to the Developer, to review all books
and records of the Developer pertaining to costs and expenses incurred by the Developer
with respect to any of the Authorized Improvements. For a period of two years after
completion of the Authorized Improvements or after the expenditure of all Bond
Proceeds, whichever is later, the Developer shall maintain proper books of record and
account for the construction of the Authorized Improvements and all costs related
thereto. Such accounting books shall be maintained in accordance with customary real
estate accounting principles. The Developer shall have the right, during normal business
hours, to review all records and accounts pertaining to the Assessments upon written
request to the City. The City shall provide the Developer an opportunity to inspect such
books and records relating to the Assessments during the City's regular business hours
and on a mutually agreeable date no later than ten (10) business days after the City
receives such written request. The City shall keep and maintain a proper and complete
system of records and accounts pertaining to the Assessments for so long as PID Bonds
remain outstanding or Reimbursement Agreement Balance remains unpaid.
6.05 Developer's Right to Protest Ad Valorem Taxes. Nothing in this Agreement shall
be construed to limit or restrict Developer's right to protest ad valorem taxes. The
PAGE 25
Developer's decision to protest ad valorem taxes on Assessed Property does not
constitute a Default under this Agreement.
6.06 PID Administration and Collection of Assessments. If the City designates an
Administrator who shall have the responsibilities provided in the SAP related to the
duties and responsibilities of the administration of the PID, the City shall provide the
Developer upon request with a copy of the agreement between the City and the
Administrator. If the City contracts with a third -party for the collection of Annual
Installments of the Assessments, the City shall provide the Developer with a copy of such
agreement. Further notwithstanding anything to the contrary contained herein, the City
covenants to use diligent, good faith efforts to contract with the Williamson County Tax
Assessor -Collector for the collection of the Assessments such that the Assessments will
be included on the ad valorem tax bill(s) for the Assessed Properties and will be collected
as part of and in the same manner as ad valorem taxes. During the term of this
Agreement, the City shall notify the Developer of any change of Administrator or third -
party collection of the Assessments.
6.07 Representations and Warranties.
6.07.01 The Developer represents and warrants to the City that: (1) the
Developer has the authority to enter into and perform its obligations under this
Agreement; (2) the Developer has the financial resources, or the ability to obtain
sufficient financial resources, to meet its obligations under this Agreement; (3) any
information provided by the Developer for inclusion in a disclosure document for
an issue of PID Bonds will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading; (4) the person executing this Agreement on behalf of the
Developer has been duly authorized to do so; (5) this Agreement is binding upon
the Developer in accordance with its terms; and (6) the execution of this
Agreement and the performance by the Developer of its obligations under this
Agreement do not constitute a breach or event of default by the Developer under
any other agreement, instrument, or order to which the Developer is a party or by
which the Developer is bound.
6.07.02 If in connection with the issuance of PID Bonds the City is required
to deliver a certificate as to tax exemption (a "Tax Certificate") to satisfy
requirements of the Internal Revenue Code, the Developer agrees to provide, or
cause to be provided, such facts and estimates as the City reasonably considers
necessary to enable it to execute and deliver its Tax Certificate. The Developer
represents that such facts and estimates will be based on its reasonable
PAGE 26
expectations on the date of issuance of the PID Bonds and will be, to the
knowledge of the officers of the Developer providing such facts and estimates,
true, correct and complete as of such date. To the extent that it exercises control or
direction over the use or investment of any proceeds from the sale of PID Bonds
(including, but not limited to, the use of the Authorized Improvements), the
Developer further agrees that it will not knowingly make, or permit to be made,
any use or investment of such funds that would cause any of the covenants or
agreements of the City contained in a Tax Certificate to be violated or that would
otherwise have an adverse effect on the tax-exempt status of the interest payable
on the PID Bonds for federal income tax purposes.
6.07.03 The City represents and warrants to the Developer that: (1) the City
has the authority to enter into and perform its obligations under this Agreement;
(2) the person executing this Agreement on behalf of the City has been duly
authorized to do so; (3) this Agreement is binding upon the City in accordance
with its terms; and (4) the execution of this Agreement and the performance by the
City of its obligations under this Agreement do not constitute a breach or event of
default by the City under any other agreement, instrument, or order to which the
City is a party or by which the City is bound.
6.08 Default/Remedies.
6.08.01 If either Party fails to materially perform, observe or comply with
any of its covenants, agreements or obligations imposed on such Party by this
Agreement (a "Failure") and such Failure is not cured after notice and the
expiration of the cure periods provided in this Section, then such Failure shall
constitute a "Default." If a Failure is monetary, the non -performing Party shall
have ten (10) business days after receipt of written notice of the alleged Failure
from the other Party within which to cure the Failure. If a Failure is non -monetary,
the non -performing Party shall have thirty (30) calendar days after receipt of
written notice from the other Party within which to cure the Failure; provided
however, that the cure period for a non -monetary Failure may be extended as
allowed under Section 6.08.05.
6.08.02 If the Developer is in Default, the City shall have available all
remedies at law or in equity; including, without limitation, the right to withhold
payments to Developer under this Agreement. In addition, if the Developer
attempts to transfer its interests in this Agreement in violation of Section 6.10, the
City, in its sole discretion, shall have the right to terminate this Agreement.
PAGE 27
6.08.03 If the City is in Default, the Developer shall have available all
remedies at law or in equity; provided, however, no Default by the City shall
entitle the Developer to terminate this Agreement.
6.08.04 The City shall give notice of any alleged Failure by the Developer to
each Transferee identified in any notice from the Developer, and such Transferees
shall have the right, but not the obligation, to cure the alleged Failure within the
same cure periods that are provided to the Developer. The election by a Transferee
to cure a Failure by the Developer shall constitute a cure by the Developer but shall
not obligate the Transferee to be bound by this Agreement unless the Transferee
agrees in writing to be bound.
6.08.05 If the performance of a non -monetary covenant or obligation to be
performed hereunder by any Party (i.e., not including a covenant or obligation to
pay money) is delayed as a result of circumstances which are beyond the control
of such Party (which circumstances may include, without limitation, acts of God,
pandemics, war, acts of civil disobedience, widespread pestilence, fire or other
casualty, shortage of materials, adverse weather conditions such as, by way of
illustration and not limitation, severe rain storms or tornadoes, labor action,
strikes, changes in the law affecting the obligations of the Parties hereunder, or
similar acts) ("Force Majeure"), the time for such performance shall be extended by
the amount of time of the delay directly caused by and relating to such
uncontrolled circumstances. The Party claiming delay of performance as a result
of any of the foregoing Force Majeure events shall deliver written notice of the
commencement of any such delay resulting from such force majeure event not
later than three (3) calendar days after the claiming Party becomes aware of the
same, unless prevented by such Force Majeure event from doing so, and if the
claiming Party fails to so notify the other Party of the occurrence of a Force Majeure
event causing such delay, the claiming Party shall not be entitled to avail itself of
the provisions for the extension of time for performance contained in this Section.
6.09 Remedies Outside the Agreement. Nothing in this Agreement constitutes a
waiver by the City of any remedy the City may have outside this Agreement against the
Developer, any Transferee, or any other person or entity involved in the design,
construction, or installation of the Authorized Improvements. The City shall not be
deemed to waive any defenses or immunities, whether sovereign, governmental,
legislative, qualified or otherwise, all such defenses and immunities being expressly
retained. The obligations of the Developer hereunder shall be those of a party hereto and
not as an owner of property in the PID. Nothing herein shall be construed as affecting the
City's or the Developer's rights or duties to perform their respective obligations under
PAGE 28
other agreements, use regulations, or subdivision requirements relating to the
development of property within the PID.
6.10 Transfers. The Developer has the right to convey, transfer, assign, mortgage,
pledge, or otherwise encumber, in whole or in part without the consent of (but with notice
to) the City, the Developer's right, title, or interest to payments under this Agreement
(but not performance obligations) including, but not limited to, any right, title, or interest
of the Developer in and to payments of the Reimbursement Agreement Balance, whether
such payments are from the PID Reimbursement Fund or from Bond Proceeds (any of
the foregoing, a "Transfer," and the person or entity to whom the transfer is made, a
"Transferee"); provided, however, that no such conveyance, transfer, assignment,
mortgage, pledge, or other encumbrance shall be made without prior written consent of
the City if such conveyance, transfer, assignment, mortgage, pledge, or other
encumbrance would result in (1) the payments contemplated hereunder being pledged
to the payment of debt service on public securities issued by any state of the United States
or any political subdivision, and/or (2) the City being viewed as an "obligated person"
within the meaning of Rule 15c2-12 of the United States Securities and Exchange
Commission, and/or (3) the City being subjected to additional reporting or recordkeeping
duties. Notwithstanding the foregoing, no Transfer shall be effective until notice of the
Transfer is given to the City. The City may rely on notice of a Transfer received from the
Developer without obligation to investigate or confirm the validity of the Transfer. The
Developer waives all rights or claims against the City for any funds paid to a third party
as a result of a Transfer for which the City received notice.
6.11 Qualified Tax -Exempt Status. In any calendar year in which PID Bonds are
issued, the Developer agrees to pay the City additional costs ("Additional Costs") the City
may incur in the issuance of City obligations (the "City Obligations") as described in this
Section 6.11 if the City Obligations are deemed not to qualify for the designation of
"qualified tax-exempt obligations" (" TEO") as defined in Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended, as a result of the issuance of PID Bonds by the City
in any given year. The City agrees to deposit all funds for the payment of such Additional
Costs received under this Section 6.11 into a segregated account of the City, and such
funds shall remain separate and apart from all other funds and accounts of the City until
December 31 of the calendar year in which the PID Bonds are issued, at which time the
City is authorized to utilize such funds for any purpose permitted by law. Additionally,
the City will provide the Developer on an annual basis no later than August 15th each
year the projected amount of City Obligations to be issued in the upcoming year based
on its annual budget process.
PAGE 29
In the event the City issues PID Bonds prior to the issuance of City Obligations, the City's
Financial Advisor shall calculate the estimated Additional Costs based on the market
conditions as they exist approximately thirty (30) calendar days prior to the date of the
pricing of the PID Bonds (the "Estimated Additional Costs"), and the City shall provide a
written invoice to the Developer. Unless otherwise agreed to in writing by the City, the
Developer shall pay such Estimated Additional Costs to the City on or before the earlier
of (i) ten (10) business days after the date of the City's invoice and (ii) five (5) business
days prior to pricing the PID Bonds. The City shall not be required to price or sell any
issue of PID Bonds until the Developer has paid to the City the Estimated Additional
Costs related to the PID Bonds then being issued. The Estimated Additional Costs are an
estimate of the increased cost to the City to issue its City Obligations as non-QTEO. Upon
the City's approval of the City Obligations, the City's Financial Advisor shall calculate
the actual Additional Costs to the City of issuing its City Obligations as non-QTEO (the
"Actual Increased Costs"). The City will, within five (5) business days of the issuance of
the City Obligations, notify the Developer of the Actual Increased Costs. In the event the
Actual Increased Costs are less than the Estimated Additional Costs, the City will refund
to the Developer the difference between the Actual Increased Costs and the Estimated
Additional Costs within ten (10) business days of the date of the City's notice to the
Developer of the Actual Increased Costs. If the Actual Increased Costs are more than the
Estimated Additional Costs, the Developer will pay to the City the difference between
the Actual Increased Costs and the Estimated Additional Costs within ten (10) business
days of the date of the City's notice to the Developer of the Actual Increased Costs. If the
Developer does not pay the City the difference between the Actual Increased Costs and
the Estimated Additional Costs within ten (10) business days of the date of the City's
notice to the Developer of the Actual Increased Costs, the Developer shall not be
reimbursed for any Developer Advances until such payment is made in full.
In the event the City issues City Obligations prior to the issuance of PID Bonds, the City's
Financial Advisor shall calculate the estimated Additional Costs based on the market
conditions as they exist approximately twenty (20) days prior to the date of the pricing of
the City Obligations (the "Estimated Additional City Obligation Costs"), and the City
shall provide a written invoice to the Developer. The Developer shall pay such Estimated
Additional City Obligation Costs to the City at least ten (10) days prior to pricing the City
Obligations. If the Developer has not paid the Estimated Additional City Obligation Costs
to the City by the required time, the City, at its option, may elect to designate such City
Obligations as QTEO, and the City shall not be required to issue any PID Bonds in such
calendar year. The Estimated Additional City Obligation Costs are an estimate of the
increased cost to the City to issue its City Obligations as non-QTEO. Upon the City's
approval of the City Obligations, the City's Financial Advisor shall calculate the actual
Additional Costs to the City of issuing its City Obligations as non-QTEO (the "Actual
PAGE 30
Increased City Obligation Costs"). The City will, within five (5) business days of the
issuance of the City Obligations, notify the Developer of the Actual Increased City
Obligation Costs. In the event the Actual Increased City Obligation Costs are less than
the Estimated Additional City Obligation Costs, the City will refund to the Developer the
difference between the Actual Increased City Obligation Costs and the Estimated
Additional City Obligation Costs within ten (10) business days of the date of the City's
notice to the Developer of the Actual Increased City Obligation Costs. If the Actual
Increased City Obligation Costs are more than the Estimated Additional City Obligation
Costs, the Developer will pay to the City the difference between the Actual Increased City
Obligation Costs and the Estimated Additional City Obligation Costs within ten (10)
business days of the date of the City's notice to the Developer of the Actual Increased City
Obligation Costs. If the Developer does not pay the City the difference between the
Actual Increased City Obligation Costs and the Estimated Additional City Obligation
Costs within ten (10) business days of the date of the City's notice to the Developer of the
Actual Increased City Obligation Costs, the Developer shall not be reimbursed for any
Developer Advances until such payment is made in full.
To the extent any developer(s) or owner(s) (including the Developer, as applicable) has
(have) paid Additional Costs for any particular calendar year, any such Additional Costs
paid subsequently by a developer or owner (including the Developer, as applicable) to
the City applicable to the same calendar year shall be reimbursed by the City to the
developer(s) or owner(s) (including the Developer, as applicable) as necessary so as to
put all developers and owners so paying for the same calendar year in the proportion set
forth in the next paragraph, said reimbursement to be made by the City within ten (10)
business days after its receipt of such subsequent payments of such Additional Costs.
The City shall charge Additional Costs attributable to any other developer or owner on
whose behalf the City has issued debt in the same manner as described in this Section
6.11, and the Developer shall only be liable for its portion of the Additional Costs under
this provision, and if any Additional Costs in excess of the Developer's portion had
already been paid to the City under this provision, then such excess of Additional Costs
shall be reimbursed to the Developer. The portion owed by the Developer shall be
determined by dividing the total Bond Proceeds from any debt issued on behalf of the
Developer in such calendar year by the total Bond Proceeds from any debt issued by the
City for the benefit of all owners or developers (including the Developer) in such calendar
year.
If in any calendar year the City issues City Obligations or PID Bonds on its own account
that exceed the amount that would otherwise qualify the City for the issuance of bank
qualified debt, then no Additional Costs shall be due from the Developer in connection
with such PID Bonds. The Additional Costs incurred with respect to such PID Bonds shall
PAGE 31
be allocated as described above, and if any Additional Costs had already been paid by
the Developer to the City for such calendar year, then such excess of Additional Costs
shall be reimbursed to the Developer within five (5) business days of the issuance of such
City Obligations or PID Bonds, as applicable.
Notwithstanding any provision in this Section 6.11 to the contrary, the Parties recognize
and agree that the provisions of this Section 6.11 are intended to compensate the City in
the event the issuance of PID Bonds prevents the City from issuing other obligations as
QTEO and the City may, in its sole discretion, waive the applicability of this Section 6.11
in any calendar year and such waiver does not impact the applicability of this Section
6.11 in future calendar years.
6.12 Estoppel Certificate. From time to time upon written request of the Developer,
the City Manager will execute a written estoppel certificate (1) identifying any obligations
of the Developer under this Agreement that are in default or, with the giving of notice or
passage of time, would be in default; or (2) stating, if and to the extent true, that to the
best knowledge and belief of the City, the Developer is in compliance with its duties and
obligations under this Agreement.
6.13 Applicable Law; Venue. This Agreement is being executed and delivered and is
intended to be performed in the State of Texas. Except to the extent that the laws of the
United States may apply, the substantive laws of the State of Texas shall govern the
interpretation and enforcement of this Agreement. In the event of a dispute involving this
Agreement, venue shall lie in any court of competent jurisdiction in Williamson County,
Texas.
6.14 Notice. Any notice referenced in this Agreement must be in writing and shall be
deemed given at the addresses shown below: (1) when delivered by a nationally
recognized delivery service such as FedEx or UPS with evidence of delivery signed by
any person at the delivery address regardless of whether such person is the named
addressee; or (2) 72 hours after deposited with the United States Postal Service, Certified
Mail, Return Receipt Requested.
To the City: City of Georgetown
P.O. Box 409
Georgetown, Texas 78627
or
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
Attn: City Manager
PAGE 32
With a copy to: City of Georgetown
P.O. Box 409
Georgetown, Texas 78627
Attn: City Attorney
or
809 Martin Luther King Jr. St.
Georgetown, Texas 78626
Attn: City Attorney
To the Developer: Westinghouse 77, LP
c/o Packsaddle Real Estate Partners, LLC
12909 Dessau Road
Austin Texas 78754
Attn: Scott Rempe
With a copy to: Metcalfe Wolff Stuart & Williams LLP
221 West 6th Street, Suite 1300
Austin, Texas 78701
Attn: Talley J. Williams
Any Party may change its address by delivering notice of the change in accordance with
this Section.
6.15 Conflicts; Amendment. In the event of any conflict between this Agreement and
any other instrument, document, or agreement by which either Party is bound: (1) first,
the provisions and intent of any applicable Indenture shall control, and (2) second, the
provisions and intent of this Agreement shall control subject only to the terms of any
applicable Indenture. This Agreement may only be amended by written agreement of the
Parties.
6.16 Severability. If any provision of this Agreement is held invalid by any court, such
holding shall not affect the validity of the remaining provisions.
6.17 Non -Waiver. The failure by a Party to insist upon the strict performance of any
provision of this Agreement by the other Party, or the failure by a Party to exercise its
rights upon a Default by the other Party, shall not constitute a waiver of such Party's right
to insist and demand strict compliance by such other Party with the provisions of this
Agreement.
PAGE 33
6.18 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be
construed to confer upon any person or entity other than the City, the Developer, and
Transferees any rights under or by reason of this Agreement. All provisions of this
Agreement shall be for the sole and exclusive benefit of the City, the Developer, and
Transferees.
6.19 Counterparts. This Agreement may be executed in multiple counterparts, which,
when taken together, shall be deemed one original.
6.20 Iran, Sudan, and Foreign Terrorist Organizations. The Developer represents that
neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and
other affiliates is a company identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas
Government Code, and posted on any of the following pages of such officer's internet
website:
https://comptroller.texas.gov/Turchasingidocs/sudan-list.pdf
https.//comptroller.texas.gov/purchasing/does/iran-list.pdf,
or
httl2s.-//comRtroller.texas.gov/purchasingLdocs/fto-list.pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal
or State law and excludes the Developer and each of its parent company, wholly- or
majority -owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist
organization. The Developer understands "affiliate" to mean any entity that controls, is
controlled by, or is under common control with the Developer and exists to make a profit.
6.21 No Boycott of Israel. The Developer hereby verifies that it and its parent company,
wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel
and, to the extent this Agreement is a contract for goods or services, will not boycott Israel
during the term of this Agreement. The foregoing verification is made solely to comply
with Section 2271.002, Texas Government Code, and to the extent such Section does not
contravene applicable Federal or State law. As used in the foregoing verification, "boycott
Israel" means refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations specifically with Israel, or with a person or entity doing business in
Israel or in an Israeli -controlled territory, but does not include an action made for
ordinary business purposes. The Developer understands "affiliate" to mean an entity that
PAGE 34
controls, is controlled by, or is under common control with the Developer and exists to
make a profit.
6.22 Texas Ethics Commission Form 1295 Certificate of Interested Parties. The
Developer hereby verifies that it has submitted a disclosure of interested parties to the
City pursuant to the requirements of Section 2252.908, Texas Government Code and
Chapter 46 of the rules of the Texas Ethics Commission.
6.23 Employment of Undocumented Workers. During the term of this Agreement, and
to the extent required under State law, the Developer agrees not to knowingly employ
any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a
(f), the Developer shall repay the taxes abated herein within 120 days after the date the
Developer is notified by the City of such violation, plus interest at the rate of six percent
(6%) compounded annually from the date of violation until paid. Pursuant to Section
2264.101 (c), Texas Government Code, a business is not liable for a violation of Chapter
2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom
the business contracts.
6.24 Sales and Use Tax Exemption. The Parties understand that, as municipally and
publicly owned and acquired properties, all costs of materials, other properties and
services used in constructing the Authorized Improvements to be acquired by the City
are exempt under the current Tax Code from sales and use taxes levied by the State of
Texas, or by any city, county, special district, or other political subdivision of the State, as
set forth in Section 151.309 of Tax Code and 34 Tex. Admin. Code, sec. 3.291.
Upon request of the Developer, and to the extent provided by law, the City will provide
such certifications to the Developer and/or to suppliers and contractors as may be
required to assure the exemptions claimed herein.
The City and the Developer shall cooperate in structuring the construction contracts for
the Authorized Improvements to comply with requirements (including those set forth in
34 Tex. Admin. Code, sec. 3.291) for exemption from sales and use taxes.
6.25 Homebuyer Disclosure Program. Developer shall implement and comply with
the Homebuyer Disclosure Program attached hereto as Exhibit G.
6.26 Exhibit List. The following exhibits are made part of this Agreement for all
purposes as if set forth in full:
Exhibit A
Residential Architectural Standards / Certificate of Architectural Standards
Compliance
Exhibit B
Certificate for Payment
PAGE 35
Exhibit C
Closing Reimbursement Request
Exhibit D
Maintenance Agreement
Exhibit E
Site Layout Plan
Exhibit F
Parkland hn rovements
Exhibit G
HomeBu er Disclosure Program
[Execution pages follow.]
PAGE 36
CITY:
CITY OF GEORGETOWN, TEXAS
ATTEST:
By: L
Robyn ensmore, City Secretary
APPROVED AS TO FORM:
By:
Sk a Mas on, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
THIS PID Construction, Financing and Reimbursement Agreement for the Parks at
Westhaver�)Public Impr emZT
District is acknowledged before me on this the
- day of C�.2021, by Josh Schroeder, Mayor of
the City of Georgetown, Te� behalf of the City of Georgetown, Texas.
ti Z�
LINDARUTH WHITE Not y Public, S ate of Texas
My Notary ID # 1249WX123
Expires May 24, 2024
PAGE 37
DEVELOPER:
WESTINGHOUSE77, LP., a Texas limited
partnership
By: Packsaddle Real Estate Partners, LLC, a
Texas limited liability company,
its General Partner
THE STATE OF TEXAS §
§
COUNTY OF TRAVIS §
THIS PID Construction, Financing and Reimbursement Agreement for the Parks at
Westhaven Public Improv meet District is acknowledged before me on this the
71 VJ4 day of ALA4 , 2021, by Scott Rempe, Manager of
Packsaddle Real Estate Partners, LLC, General Partner of Westinghouse 77, LP, on behalf
of Westinghouse 77, LP.
EEEB
M. REMPElic, State of texas
pires 04-08-2024D 132431867
Nn ary Public, State of Texas
PAGE 38
EXHIBIT A
Residential Architectural Standards
and
Form of Certificate for Residential Architectural Standards Compliance
EXHIBIT A - COVER PAGE
EXHIBIT A
Packsaddle Partners
R—o LV IE Developeis8 Cans 11—(s
THE PARKS AT WESTHAVEN - PID ARCHITECTUAL STANDARDS
Architectural Standards for Single Family Residential:
A) Exterior Material Treatment
o At least 85% of the exterior surface area of all front elevations, all street facing
elevations, and all elevations facing public/private parkland shall consist of brick,
stone, or stucco (exclusive of windows, doors or any other openings);
o The side and rear elevations not facing a public right-of-way shall consist of at least
50% brick, stone or stucco on the first floor (exclusive of windows, doors or any other
openings) and brick, stone or cement based siding on the second floor and;
o Street facing side of homes that back onto or are adjacent to arterial roads or
residential collectors shall consist of 85% brick, stone or stucco on the street facing
side (exclusive of windows, doors or any other openings).
B) Fronf Elevation Features At least a minimum of two (2) of the following design options shall
be incorporated into front elevations and included on the architectural plans submitted
for building permits:
o Covered front porch or patio with a minimum size of sixty (60) square feet;
o A garage door recessed from the primary front facade a minimum of two feet
(2'0") for garage doors that face the front street;
o Enhanced garage door materials (wood, ornamental metal, decorative door,
window inserts and hardware, painted or stained to match house);
o Shed roof or trellis (at least 18" deep) above the garage door;
o A combination of at least two roof types (e.g. hip and gable) or two (2) different
roof planes of varying height and/or direction;
o Two (2) or more masonry finishes to compliment the architectural style of the home;
or
o The addition of the one or more dormers on the front elevation to compliment the
architectural style of the home.
* Roof overhang or 18" permitted within side setback.
EXHIBIT A - Page 1 of 5
EXHIBIT A
A� 7 r �a+n
GcET4WN
EXAS
INSTRUCTIONS: Builder to complete and submit to the
City of Georgetown, Texas:
Initial Submittal - with application for Building Permit.
Resubmittal - with application for Certificate of
Occupancy.
THE PARKS AT WESTHAVEN PID
Certificate of Compliance - Residential Architectural Standards
PART A: RESIDENCE ADDRESS — to be completed by Builder Representative
Lot Block Phase Street Address:
[printed name of authorized Builder
Representative making the representations and certifications] ("Builder Representative"), being an
authorized agent of
[Builder company name] ('Builder"), hereby certify that the residential structure located at the address
shown above has been constructed by Builder in compliance with the Parks at Westhaven PID Architectural
Standards as set forth in that certain PID Construction, Financing, and Reimbursement Agreement between
Westinghouse77, LP, a Texas Limited Partnership, and the City of Georgetown, Texas, dated to be effective
on 2021 and recorded in the Official Public Records of Williamson County,
Texas as Document No.
PART B: COMPLIANCE CHECKLIST —to be completed by Builder Representative
IMPORTANT:
The following Compliance Checklist must bear the signature of the Builder Representative for each
element listed. Submittal of an incomplete Compliance Checklist will result in denial of issuance of
a Building Permit, request for Final Inspection, and/or request for issuance of a Certificate of
Occupancy.
Signature of the Builder Representative shall constitute a representation, warranty and certification
by the Builder Representative that the residence is, or will be on construction, in compliance with
the corresponding element on the Compliance Checklist.
The City will not issue a Building Permit, schedule a Final Inspection, and/or issue a Certificate of
Occupancy unless the City confirms that the residence is in compliance with all elements on the
Compliance Checklist.
Parks at Westhaven PID
Compliance Checklist for Residential Architectural Standards Page 1 of 4
EXHIBIT A - Page 2 of 5
EXHIBIT A
G EORG ETEXAS
ETQW N
T
THE PARKS AT WESTHAVEN Pip
Compliance Checklist for Residential Architectural Standards
Lot Block Phase Street Address:
PART 131: COMPLIANCE CHECKLIST — EXTERIOR MATERIALS
Exterior Material Treatment
At least 85% of the exterior surface area of all front elevations, all street
facing elevations, and all elevations facing public/private parkland shall
consist of brick, stone, or stucco (exclusive of windows, doors or any other
openings);
The side and rear elevations not facing a public right-of-way shall consist of
at least 50% brick, stone or stucco on the first floor (exclusive of windows,
doors or any other openings) and brick, stone or cement based siding on
the second floor and;
Street facing side of homes that back onto or are adjacent to arterial roads
or residential collectors shall consist of 85% brick, stone or stucco on the
street facing side (exclusive of windows, doors or any other openings).
Builder Representative
Signature
SELECT ONE LOT CONFIGURATION FOR THE RESIDENCE and complete the following:
a) Write on the four sides of the applicable diagram below: "public street," "public/private parkland,"
"arterial road," "residential collector," or "adjacent lot."
b) Indicate 85% or 50% on each side of structure footprint to reflect amount of masonry required.
Corner Lot or Midblock Lot
Cul-de-sac Lot
Parks at Westhaven PID
Compliance Checklist for Residential Architectural Standards Page 2 of 4
EXHIBIT A - Page 3 of 5
EXHIBIT A
GI.t]Rc)rT�WN
TEXAS
TH -RARKS AT WESTHAVEN PIU
Compliance Checklist for Residential Architectural Standards
Lot Block Phase Street Address:
PART 132: COMPLIANCE CHECKLIST — FRONT ELEVATION FEATURES At minimum of two (2) of the
following design options must be incorporated into front elevations and included on the
architectural plans submitted for building permits .
Front Elevation Features Signature of AeRlicant affirming
Roof overhang of 18" permitted within side setback. compliance
Covered front porch or patio with a minimum size of sixty (60)
square feet;
A garage door recessed from the primary front facade a minimum
of two feet (2'0") for garage doors that face the front street;
Enhanced garage door materials (wood, ornamental metal,
decorative door, window inserts and hardware, painted or stained
to match house);
Shed roof or trellis (at least 18" deep) above the garage door;
A combination of at least two roof types (e.g. hip and gable) or
two (2) different roof planes of varying height and/or direction;
Two (2) or more masonry finishes to compliment the architectural
style of the home; or
The addition of the one or more dormers on the front elevation to
compliment the architectural style of the home.
Parks at Westhaven PID
Compliance Checklist for Residential Architectural Standards Page 3 of 4
EXHIBIT A - Page 4 of 5
EXHIBIT A
I5I 1���
GEORGETQWN
TEXAS
THE PARKS AT WESTHAVEN PID
Compliance Checklist for Residential Architectural Standards
Lot Block Phase Street Address:
TO BE COMPLETED BY THE CITY
PART C: CITY PLAN REVIEW.
By name of City representative] I
Date of Review:
Plan Number:
I have reviewed the referenced architectural plans for the referenced residence and found the plans to
be:
In Compliance with the Compliance Checklist
Not in Compliance with the Compliance Checklist
If "Not in Compliance" is selected, it is for the following reasons:
PART D: CITY INSPECTION.
By (name of City representative?
Date of Inspection:
I have inspected the referenced residence and found it to be:
In Compliance with the Compliance Checklist
Not in Compliance with the Compliance Checklist
If "Not in Compliance" is selected, it is for the following reasons:
Parks at Westhaven PID
Compliance Checklist for Residential Architectural Standards Page 4 of 4
EXHIBIT A - Page 5 of 5
EXHIBIT B
FORM OF CERTIFICATE FOR PAYMENT
EXHIBIT B - COVER PAGE
IW4IsIR110-?
FORM OF CER`fIF'ICATE FOR PAYMENT
The undersigned is an agent for Westinghouse77, L.P., a Texas limited partnership (the
"Developer") and requests the City of Georgetown, Texas (the "City') approve payment
from the [PID Project Fund] [PID Reimbursement Fund] in the amount of
U.S. DOLLARS AND 00/100 ($ ) for labor, materials, fees,
and/or other general costs related to the creation, acquisition, or construction of certain
Authorized Improvements providing a special benefit to property within the Parks at
Westhaven Public Improvement District. Unless otherwise defined, any capitalized terms
used herein shall have the meanings ascribed to them in the PID Construction, Financing
and Reimbursement Agreement between the Developer and the City.
In connection with the above referenced payment request, the Developer represents and
warrants to the City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to
execute this Certificate for Payment on behalf of the Developer, and is knowledgeable as
to the matters set forth herein.
2. The work described in Attachment 1 has been completed.
3. The payment requested for the below referenced Authorized Improvements has
not been the subject of any prior payment request submitted for the same work to the
City or, if previously requested, no disbursement was made with respect thereto.
4. The amount listed for the Actual Costs of the Authorized Improvements below is
a true and accurate representation of the Actual Costs associated with the creation,
acquisition, or construction of said Authorized Improvements, and such costs (i) are in
compliance with the PID Construction, Financing and Reimbursement Agreement, and
(ii) are consistent with the SAP. All information and documents in Developer's
possession or under its control supporting the amount of Actual Costs claimed (the
"Supporting Documentation") is included with this Certification of Payment. The
Supporting Documentation is presented in Attachments 1-4 to this Certificate for
Payment. Developer will provide additional Supporting Documentation to the City on
request.
5. The Developer is in compliance with the terms and provisions of the PID
Construction, Financing and Reimbursement Agreement, the SAP, and the Developer
Continuing Disclosure Agreement.
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B -PAGE I
EXHIBIT B
6. The Developer has timely paid all ad valorem taxes and annual installments of
Assessments it owes or an entity the Developer controls owes, located in the Parks at
Westhaven Public Improvement District and has no outstanding delinquencies for such
assessments.
7. All conditions set forth in the Indenture (as defined in the PID Construction,
Financing and Reimbursement Agreement) for the payment hereby requested have been
satisfied.
8. The Developer confirms that all work with respect to the Authorized
Improvements referenced below (or its completed segment) has been completed, and the
City has inspected such Authorized Improvement (or its completed segment) and on
, the City accepted same in writing for ownership by the City,
and maintenance by the City or the HOA (as applicable, pursuant to the Maintenance
Agreement required by the Construction, Financing and Reimbursement Agreement).
9. The Developer agrees to cooperate with the City in conducting its review of the
requested payment and Supporting Documentation, and agrees to provide additional
information and documentation as is reasonably necessary for the City to complete said
review.
10. The Developer confirms that [based on the statements provided by the Trustee
(as defined in the SAP)][based on all prior amounts paid to Developer from the PID
Reimbursement Fund] as of the date of this Certificate for Payment and based on the
percentage of completion of the Authorized Improvements as of the date of this
Certificate for Payment as verified by the City payment of the amounts requested in this
Certificate for Payment, taking into account all prior payments for the Authorized
Improvements and the amount of work related to the Authorized Improvements
remaining to be completed as of the date of this Certificate for Payment will not cause the
amounts on deposit in [the PID Project Fund] [the PID Reimbursement Fund] to fall
below the amount necessary to complete the remaining Authorized Improvements taking
into account the amounts available to the Developer under its private loan, a line of credit
and/or any other form acceptable to the City.
11. Payments requested are as follows:
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 2
EXHIBIT B
a. X amount to Person or Account Y for Z goods or services.
b. Payment / Wire Instructions
Attached hereto as Supporting Documentation (see Attachments 2 — 4) are invoices,
cancelled checks, receipts, purchase orders, change orders, and similar instruments
which support and validate the above requested payments. Also attached hereto are "bills
aid" affidavits and/or lien releases and supporting documentation in the standard form
for City construction projects.
Pursuant to the PID Construction, Financing and Reimbursement Agreement, after
receiving this payment request, the City has inspected the Authorized Improvements (or
completed segment) and confirmed that said work has been completed in accordance
with approved plans and all applicable governmental laws, rules, and regulations, and
the City has accepted the Authorized Improvements (or completed segments) for
ownership, operation, and maintenance.
Required Attachments:
Supporting Documentation (See Attachments 1-4)
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 3
EXHIBIT B
I hereby declare that the above representations and warranties and the Supporting
Documentation provided are true and correct.
WESTINGHOUSE77, LP
a Texas limited partnership
By:
Name:
Title:
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 4
EXHIBIT B
Attachment 1 to Certificate for Payment
Work Completed under this Certificate for Payment
Description of Work Completed under I Cost of Work Percentage of Work
this Certification for Pavment Comnleted Comnleted I
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 5
1*14:1I.1318:3
Attachment 2 to Certificate for Payment
Bills Paid Affidavits or Waivers and Lender Waivers
[Attach unconditional waivers and/or bills paid affidavits evidencing that all contractors
and subcontractors that performed work described in Attachment 1 has been paid in
full for all work completed through the date of the previous Certification for Payment]
[Attach lender consents or approvals]
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 6
EXHIBIT B
Attachment 3 to Certificate for Payment
Invoice Ledger, Invoices, Receipts, Worksheets
INVOICE LEDGER
Invoice Ledger
Entity: Westinghouse77, L.P.
Project: Parks at Westhaven Public Improvement District
Certification
of Payment
Form No.
Date
Vendor
Invoice
#
Invoice
Amount
Requested
Amount
Approved
Amount
Budget Sub-
Category
Budget
Description
Attach invoices, receipts, worksheets and other evidence of costs which are in sufficient
detail to allow the City to verify the costs for which payment is requested]
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 7
EXHIBIT B
Attachment 4 to Certificate for Payment
JOINDER OF PROJECT ENGINEER
TO CERTIFICATE FOR PAYMENT
The undersigned Project Engineer joins this Certification for Payment solely for the
purposes of certifying that the representations made by Westinghouse77, LP in
Paragraph 2 of the Certificate for Payment and the Supporting Documentation are true
and correct in all material respects.
By:
Name:
Title:
Date:
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 8
EXHIBIT B
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate
for Payment, acknowledges that the Authorized Improvements (or a completed segment)
covered by the Certificate for Payment have been inspected by the City, and finally
accepted by the City for ownership, operation and maintenance, and otherwise finds the
Certificate for Payment to be in order. After reviewing the Certificate for Payment, the
City approves the Certificate for Payment [and shall include said payments in the City
Order (as defined in the Indenture) submitted to the Trustee directing payments to be
made from the applicable fund in accordance with the Indenture] [and approves direct
payment to be made from the PID Reimbursement Fund] to the Developer or to any
person designated by the Developer.
CITY OF GEORGETOWN, TEXAS
By:
Name:
Title:
Date:
PARKS AT WESTHAVEN PID
CONSTRUCTION FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT B - PAGE 9
EXHIBIT C
CLOSING REIMBURSEMENT REQUEST
EXHIBIT C - COVER PAGE
EXHIBIT C
FORM OF CLOSING DISBURSEMENT REQUEST
The undersigned is an agent for Westinghouse 77, L.P., a Texas limited partnership (the
"Developer") and requests the City of Georgetown, Texas (the "City") approve payment
from the PID Project Fund in the amount of U.S. DOLLARS AND 00/100
($ ) to be transferred from the applicable account of the PID Project Fund
upon the delivery of the PID Bonds for costs incurred in the establishment,
administration, and operation of the Parks at Westhaven Public Improvement District
(the "District") and costs associated with the issuance of PID Bonds, as follows. Unless
otherwise defined, any capitalized terms used herein shall have the meanings ascribed to
them in the PID Construction, Financing, and Reimbursement Agreement between the
Developer and the City (the "Reimbursement A eement").
In connection with the above referenced payment, the Developer represents and warrants
to the City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute
this Closing Disbursement Request on behalf of the Developer, and is knowledgeable
as to the matters set forth herein.
2. The payment requested for the below referenced establishment, administration, and
operation of the PID and/or costs of issuance of the PID Bonds at the time of the
delivery of the PID Bonds have not been the subject of any prior payment request
submitted to the City.
3. The amount listed for the below costs is a true and accurate representation of the
Actual Costs associated with the establishment, administration and operation of the
PID at the time of the delivery of the PID Bonds, and such costs are in compliance
with the SAP.
4. The Developer is in compliance with the terms and provisions of the Reimbursement
Agreement, the SAP, and the Developer Continuing Disclosure Agreement, and the
Indenture.
5. All conditions set forth in the Indenture and the Reimbursement Agreement for the
payment hereby requested have been satisfied.
6. The Developer agrees to cooperate with the City in conducting its review of the
requested payment and agrees to provide additional information and documentation
as is reasonably necessary for the City to complete said review.
PARKS AT WESTHAVEN PID
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT C -PAGE I
EXHIBIT C
7. Payments requested hereunder shall be made as directed below:
[Information regarding Payee, amount, and deposit instructions attached]
I hereby declare that the above representations and warranties are true and correct.
WESTINGHOUSE77, LP
a Texas limited partnership
By:
Name:
Title:
Date:
PARKS AT WESTHAVEN PID
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT C - PAGE 2
EXHIBIT C
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Closing Disbursement Request, acknowledges the
Closing Disbursement Request, and finds the Closing Disbursement Request to be in
order. After reviewing the Closing Disbursement Request, the City approves the Closing
Disbursement Request and shall include said payments in the City Order submitted to
the Trustee directing payments to be made from the applicable account under the
Indenture upon delivery of the PID Bonds.
CITY OF GEORGETOWN, TEXAS
By:
Name:
Title:
Date:
PARKS AT WESTHAVEN PID
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT C-PAGE 3
EXHIBIT D
MAINTENANCE AGREEMENT
EXHIBIT D - PAGE I
PARKLAND MAINTENANCE AGREEMENT
WESTHAVEN RESIDENTIAL COMMUNITY, INC.
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Parkland Maintenance Agreement (this "Agreement") is made to be effective as
of the Effective Date (defined below) by and between the CITY OF GEORGETOWN,
TEXAS, a home -rule city located in Williamson County, Texas (the "City"), and
WESTHAVEN RESIDENTIAL COMMUNITY, INC., a Texas non-profit corporation
(the "Association"), (individually, a "Party" and collectively, the "Parties"), and is as
follows:
RECITALS
WHEREAS, the Parks at Westhaven Subdivision is a subdivision development and
public improvement district within the City's corporate limits known as the Parks at
Westhaven Public Improvement District (the "District") authorized by Resolution
No. 012621-M passed and approved by the Georgetown City Council on January 26,
2021 (the "PID Creation Resolution"), and which became effective with the
publication of the PID Creation Resolution in The Williamson County Sun on February
3, 2021, containing approximately 113.56 contiguous acres and having (at full build
out) 401 residential lots and one commercial lot; and
WHEREAS, the Association is a nonprofit corporation having as its members all
persons or entities becoming a holder of all or a portion of the fee simple interest
(each, an "Owner") in any residential, final -platted subdivision lot shown on a
recorded subdivision plat located in the District (each, a "Lot"), which membership
in the Association is not severable from the ownership of the Lot, and created to,
among other things, maintain the Parkland (defined herein) within the District and
otherwise administer the affairs of the Association in accordance with the terms of
that certain "PID Construction, Financing and Reimbursement Agreement Parks at
Westhaven Public Improvement District" between the City and Westinghouse77, LP,
a Texas limited partnership (the "Developer"), dated effective March 23, 2021, (the
"Construction Financing and Reimbursement Agreement"), and the Declaration of
Covenants, Conditions and Restrictions for the Parks at Westhaven Subdivision (or
similarly titled document governing the development, improvement, and sale of land
in the District) dated effective August 9, 2017, and recorded under Document No.
2017073699 of the Official Public Records of Williamson County, Texas; and
Page 1 of 12
WHEREAS, the Association has the authority to levy HOA Assessments against the
Lots within the District to provide a permanent source of funding for the Association
to pay for performing its responsibilities under this Agreement; and
WHEREAS, pursuant to the Construction, Financing and Reimbursement
Agreement, the Parkland has been or will be conveyed to the City, in trust for the
public, and will be maintained by the Association; and
WHEREAS, the Association acknowledges and agrees that the City has exclusive
jurisdiction and control of the Parkland.
NOW, THEREFORE, in consideration of the premises, in furtherance of the mutual
benefits to be derived by the general public and the residents in the District and
members of the Association, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the City and the Association
agree as follows:
1. RECITALS AND AGREEMENT ADOPTED. The recitals set out above are true
and correct and are hereby incorporated into this Agreement by this reference as
though each were set out in full herein. In addition, the Construction, Financing
and Reimbursement Agreement is incorporated into this Agreement as if it were
set out in full.
2. DEFINITIONS. In addition to the terms defined in the Recitals to this Agreement,
the following words, shall, when capitalized, have the following meanings when used
in this Agreement:
2.1 "HOA Assessments" means the assessments the Association impose for the
purposes of, among other things, funding its obligations under this Agreement.
2.2 "Parkland" has the meaning given in the Construction, Financing and
Reimbursement Agreement, the location of which is generally shown on the
Site Layout Plan attached as an exhibit to the Construction, Financing, and
Reimbursement Agreement. The term shall also include the Public Drainage
Easements, defined below.
2.3 "Parkland Improvements" has the meaning given in the Construction, Financing
and Reimbursement Agreement.
2.4 "Public Drainage Easements" means and includes all easements in, or under or
serving the Parkland, the general location of which are labeled as such on the
Site Layout Plan attached as an exhibit to the Construction, Financing, and
Reimbursement Agreement.
Page 2 of 12
3. GRANT OF LICENSE. The City hereby grants the Association, and its duly
authorized agents, a license to enter the Parkland for the purpose of performing,
or causing to be performed, the maintenance responsibilities of the Association
described in Section 4 of this Agreement.
4. MAINTENANCE REQUIREMENTS.
4.1 The Association shall, at its sole cost and expense, perform or cause to be
performed, all maintenance work for the Parkland, including, but not
limited to, regular irrigation, mowing, edging, trimming of shrubs and
other plantings, weed and ant control, and irrigation system and trail
maintenance and repair. The Association shall be solely responsible for such
maintenance and repair, and the City shall have no obligations for same.
4.2 The Association shall, at its sole cost and expense, perform or cause to be
performed, all maintenance and repair work related to the Public Drainage
Easements including, but not limited to, regular mowing, clearing, and
weed control, and keeping the areas free of all trash and debris.
4.3 If damages to public infrastructure occur as a result of poor or inadequate
maintenance of the Parkland, the Association shall pay the City for full
reimbursement of all reasonable costs the City incurs repairing damages to
the public infrastructure.
4.4 Beginning after the Effective Date, between the dates December 1st and
February 28th of the following year, and any time there is a possibility of
freezing temperatures, the Association shall turn off the irrigation systems'
timers and shall only operate the irrigation systems manually in order to
prevent the icing of improved areas and equipment.
5. NO LIENS. The Association shall not cause, suffer or allow any liens to be placed on
the Parkland.
6. HOA ASSESSMENTS.
6.1 The Association shall levy HOA Assessments in such amounts necessary
to perform its responsibilities under this Agreement.
6.2 The Association shall also levy HOA Assessments in amounts, as
reasonably determined by the City, necessary to replace the Parkland
Improvements at the end of their useful life.
7. CITY RIGHTS AND RESPONSIBILITIES FOR PARKLAND AND
PARKLAND IMPROVEMENTS.
Page 3 of 12
7.1 This Agreement is expressly subject and subordinate to the present and
future right of the City, its successors, assigns, lessees, grantees, and
licensees, to construct, install, establish, maintain, use, operate, and renew
any public utility facilities, or franchised public utilities, on, over, or under the
Parkland.
7.2 The City shall be responsible for installing and maintaining one or more
master meters to provide water and electric service to the Parkland, and for
paying for water and electric service to the Parkland.
7.3 The City shall be responsible for maintaining the Parkland Improvements
within the Parkland.
7.4 Nothing in this Agreement shall be construed to limit in any way the power
of the City to alter or improve the Parkland, Parkland Improvements, or the
Public Drainage Easements pursuant to official action by the City or its
successors. The City shall endeavor to provide the Association with notice
of proposed alternations or improvements, but shall be under no obligation
to do so prior to commencement of work.
8. INSURANCE.
8.1 Prior to the commencement of any work in the Parkland under this
Agreement, the Association shall furnish copies of all required
endorsements and an original completed Certificate(s) of Insurance to the
City's City Manager, which shall be clearly labeled with the legal name of
the Association in the Description of Operations block of the Certificate.
The Certificate(s) shall be completed by an agent and signed by a person
authorized by that insurer to bind coverage on its behalf. The City will not
accept Memorandum of Insurance or Binders as proof of insurance. The
Certificate(s) or form must have the agent's signature, including the signer's
company affiliation, title and phone number, and be mailed, with copies of
all applicable endorsements, directly from the insurer's authorized
representative to the City. Failure to obtain and maintain the required
insurance shall constitute a material default of this Agreement. The City
shall have no duty to perform under this Agreement until such Certificate
and endorsements have been received and approved by the City's City
Manager. No officer or employee, other than the City's City Manager,
shall have authority to waive this requirement.
8.2 Notwithstanding the provisions of Section 8.3 below, the City reserves
the right to review the insurance requirements of this Article during the
effective period of this Agreement and any extension or renewal hereof
Page 4 of 12
and to modify insurance coverages and their limits when deemed
necessary and prudent by the City's City Manager based upon changes
in statutory law, court decisions, or circumstances surrounding this
Agreement. In no instance will the City allow modification at the
request of the Association whereupon the City may incur increased risk.
8.3 The Association's financial integrity is of interest to the City; therefore,
subject to the Association's right to maintain reasonable deductibles in
such amounts as are approved by the City, the Association shall obtain
and maintain in full force and effect for the duration of this Agreement,
and any extension hereof, at the Association's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and
admitted to do business in the State of Texas and with an A.M. Best's
rating of no less than A- (VII), in the following types and for an amount
not less than the amount listed:
orkers' Compensation
ployers' Liability
nmercial General Liability Insurance
ude coverage for the following:
mises operations
Independent Contractors
ducts/completed operations
sonal Injury
itractual Liability
. Environmental Impairment/Impact
xfficiently broad to cover disposal liability
;. Broad form property damage, to incluc
re legal liability
siness Automobile Liability
vehicle
Non -owned vehicle
Hired Vehicles
Page 5 of 12
tutory
1,000,000 / $1,000,000 / $1,000,000
or Bodily Injury and Proper
►amage of $1,000,000 p
ccurrence; $2,000,000 Gener
aggregate, or its equivalent
fmbrella or Excess Liabili
bined Single Limit for Bodil
y and Property Damage of
1,000,000 per occurrence
*May be waived by the City Manager if not applicable to activities performed by
the Association
8.4 The City shall be entitled, upon request and without expense, to receive
copies of the policies, declaration page and all endorsements thereto as
they apply to the limits required by the City, and may require the
deletion, revision, or modification of particular policy terms, conditions,
limitations or exclusions (except where policy provisions are established by
law or regulation binding upon either of the parties hereto or the
underwriter of any such policies) as may be required to comply with the
terms of this Agreement. The Association shall be required to comply with
any such requests and shall submit a copy of the replacement Certificate of
insurance to the City at the address provided below within 30 days of the
requested change. The Association shall pay any costs incurred resulting
from said changes.
City of Georgetown
Attn. City Manager
P.O. Box 409
Georgetown, TX 78627
8.5 The Association agrees that with respect to the above required insurance,
all insurance policies are to contain or be endorsed to contain the following
provisions:
8.5.1 Name the City, its officers, officials, employees, volunteers, and
elected representatives as additional insured's by endorsement,
as respects operations and activities of, or on behalf of, the named
insured performed under contract with the City, with the
exception of the workers' compensation and professional liability
policies; and
8.5.2 Provide for an endorsement that the "other insurance" clause
shall not apply to the City when the City is an additional insured
shown on the policy; and
8.5.3 Workers' compensation and employers' liability policies will
provide a waiver of subrogation in favor of the City.
8.6 The Association agrees to give the City written notice of any suspension,
cancellation, non -renewal or material change in coverage of any of the
insurance policies required to be obtained and maintained by the
Page 6 of 12
Association under the terms of this Agreement. Within five (5) calendar
days of a suspension, cancellation or non -renewal of coverage, the
Association shall provide a replacement Certificate of Insurance and
applicable endorsements to the City. The City shall have the option to
suspend the Association's authorization and liability under this Agreement
should there be a lapse in coverage at any time during this Agreement.
Failure to provide and to maintain the required insurance shall constitute
a material breach of this Agreement.
8.7 Nothing herein contained shall be construed as limiting in any way the
extent to which the Association may be held responsible for payments of
damages to persons or property resulting from the Association's
performance of the work covered under this Agreement.
8.8 It is agreed that the Association's insurance shall be deemed primary and
non- contributory with respect to any insurance or self-insurance carried by
the City for liability arising out of operations under this Agreement.
8.9 It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this Agreement.
9. INDEMNIFICATION. THE ASSOCIATION INDEMNIFIES THE CITY ONLY FOR
CLAIMS ATTRIBUTED TO THE ASSOCIATION AND THE ASSOCIATION
ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR ANY CLAIM OR
ACTIONS BASED ON OR ARISING OUT OF INJURIES, INCLUDING DEATH, TO
PERSONS OR DAMAGES TO OR DESTRUCTION OF PROPERTY, SUSTAINED OR
ALLEGED TO HAVE BEEN SUSTAINED IN CONNECTION WITH OR TO HAVE
ARISEN OUT OF OR INCIDENTAL TO THE PERFORMANCE OF THE
MAINTENANCE SERVICES DESCRIBED IN PARAGRAPH 2.1 BY THE
ASSOCIATION, ITS AGENTS AND EMPLOYEES, AND ITS SUBCONTRACTORS,
THEIR AGENTS AND EMPLOYEES.
10. TERMINATION
10.1 Termination by the Association. This Agreement may be terminated by the
Association no sooner than one (1) year after the Effective Date of this
Agreement by delivering written notice of termination to the City not later than
30 days before the effective date of termination.
Page 7 of 12
10.2 Termination by the Ci . This Agreement may be revoked at any time by the
City, if such revocation is reasonably required by the public interest, after
providing at least 30 days written notice to the Association. Circumstances
under which the City may revoke this Agreement, pursuant to this subsection
include, but are not limited to, the following:
10.2.1 Use of the Parkland becomes necessary for a public purpose;
10.2.2 Despite 30 days written notice, the Association fails to maintain or
make necessary alterations to prevent deterioration of the aesthetic
or functional integrity of the Parkland; or
10.2.3 The Association fails to comply with the terms and conditions of this
Agreement, including but not limited to, the insurance requirements
specified herein.
10.3 Once this Agreement has been terminated by either Party, the City will perform
maintenance on the Parkland consistent with the level of maintenance of other
such City land.
11. ASSIGNMENT. The Association shall not assign, sublet, or transfer its interest in
this Agreement without prior written consent of the City, which may be withheld for
any reason. If such consent is granted, it shall then be the duty of the Association, its
successors and assigns, to give prompt written notice to the City of any assignment or
transfer of any of the Association's rights in this Agreement.
12. MISCELLANEOUS PROVISIONS.
12.1 Laws Observance. The Association shall not do, nor suffer to be done, anything
on the Parkland during the term of this Agreement in violation of the laws of the
United States, the State of Texas, or any of the ordinances of the City.
12.2 No Waiver. No waiver by the City of any default or breach of any covenant,
condition, or stipulation herein contained shall be treated as a waiver of any
subsequent default or breach of the same or any other covenant, condition, or
stipulation hereof.
12.3 Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision thereof, and this Agreement shall be considered as if such
invalid, illegal, or unenforceable provision had never been contained herein.
12.4 Notice. Any notices required or appropriate under this Agreement shall be
given in writing to the Association at the address shown below, and to the City
at City of Georgetown, Attn. City Manager, P.O. Box 409, Georgetown, TX
78627.
Page 8 of 12
12.5 Headings. The paragraph headings contained herein are for convenience of
reference and are not intended to define, extend, or limit any provisions of this
Agreement.
12.6 Jurisdiction and Venue. This Agreement will be interpreted according to the
Constitution and laws of the State of Texas. Venue of any court action brought
directly or indirectly by reason of this Agreement shall be in Williamson
County, Texas. This Agreement is made and is to be performed in Williamson
County, Texas, and is governed by the laws of the State of Texas.
12.7 Authorization. The signers of this Agreement each hereby represents that he or
she has full authority to execute this Agreement on behalf of the Party for
which he or she is acting.
12.8 Entire Agreement. This Agreement and any attached exhibits contain the final
and entire agreement between the Parties hereto and contain all of the terms
and conditions agreed upon, and supersedes all other agreements, oral or
otherwise, regarding the maintenance of the Parkland, none of which shall
hereafter be deemed to exist or to bind the Parties hereto; it being the intent of
the Parties that neither shall be bound by any term, condition, or representation
not herein written.
EXECUTED to be effective as of the date of final signature below (the "Effective
Date").
THE STATE OF TEXAS §
COUNTY OF §
THE ASSOCIATION:
Westhaven Homeowners Association, Inc. a
Texas non-profit corporation
By: ,
Name:
Title:
Address for Notice:
Page 9 of 12
This instrument was acknowledged before me this day of ,
2021 by President of Westhaven Residential
Community, Inc., a Texas non-profit corporation on behalf of said corporation.
By:
NOTARY PUBLIC, STATE OF TEXAS
Page 10 of 12
THE CITY:
City of Georgetown, Texas, a home -rule
municipality
ATTEST:
By: `
Robyn ensmore, City Secretary
APPROVED AS TO FORM:
By:
Skye M sson, City Attorney
THE STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this day of Motain
2021 by Josh Schroeder, Mayor of the City of Georgetown, Texas, a home -rule
municipality, on behalf of the City of Georgetown, Texas.
UNDA RUTH WHITE
�••= My Notary ID # 124936123
NOTA PUBLI , STATE OF TEXAS
Expires May 24, 2024
Page 11 of I*L
ACKNOWLEDGEMENT OF DEVELOPER
By the signature of its duly authorized representative appearing below,
Westinghouse77, LP, a Texas limited partnership, acknowledges its obligations under
Section 4.07 "Maintenance Agreement, set forth in that certain "Construction, Financing,
and Reimbursement Agreement," dated to be effective on March 23, 2021 between
Westinghouse77, LP as "Developer") and the City of Georgetown, Texas.
WESTINGHOUSE77, L.P.
a Texas limited partnership
By: Packsaddle Real Estate Partners, its General
Partner
STATE OF TEXAS §
COUNTY OF l �1 §
THIS INSTRUMENT is acknowledged before me on thisltday of 6"
2021, by Scott Rempe, as managing member of Packsaddle Real Estate Partners, general
partner of WESTINGHOUSE77, L.P., a Texas limited partnership, on behalf of said
entities.
[SEAL]
P ABBY M. REMPE
Notary Public, State of Texas
�= Comm. Expires 04-08-2024
Notary ID 132431867
&V"A,24-2- 1 1 -
Notar Public, State of Texas
Page 12 of 12
EXHIBIT E
SITE LAYOUT PLAN
EXHIBIT E - PAGE I
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9 PARKS AT WESTHAVEN
PRELIM PLAT REV #1
CITY OF GEORGETOWN, TEXAS
bs PARKLAND EXHIBITS
l a OVERALL PRELIMINARY PLAT LOT LAYOUT
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RECORDERS MEMORANDUM
All or parts of the text on this page was not
clearly legible for satisfactory recordation.
EXHIBIT F
PARKLAND IMPROVEMENTS
EXHIBIT F - PAGE I
EXHIBIT F
PARKS AT WESTHAVEN PUBLIC IMPROVEMENT DISTRICT
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT
Required Parkland Improvements
(on 16.24 acres of Public Parkland)
• 1 Adult Outdoor Fitness Area
Thrive ® Outdoor Fitness Functional Training System (or similar if approved by
the City's Director of Parks and Recreation) accommodating at least 10 users
Poured in Place Rubber surfacing
1 trash can (minimum)
2 Children's All Mobility Playgrounds
• 2-5 year old playground— Gametime® Inclusive Play System accessible for
children of all abilities (or similar if approved by the City's Director of Parks and
Recreation). Must exceed the ADA 2010 Standards in Sections 240 and 1008
related to Play Areas (ref. httpa.L//www.ada-comj2iiance.com/ada-compliance/240-
and- I 008-121ay-areas )
• 5-12 year old playground— Gametime® Inclusive Play System accessible for
children of all abilities (or similar if approved by the City's Director of Parks and
Recreation). Must exceed the ADA 2010 Standards in Sections 240 and 1008
related to Play Areas (re£ htt s:llwww.ada-com liance.com/ada-com liance1240-
and-1008-play-areas )
• Poured in Place Rubber surfacing
• 3 trash cans (minimum)
Single picnic tables and table shelters
• 3 — 16 x 16 Shelters (Icon Shelter Systems, Inc. or similar size and style to be
approved by the City's Director of Parks and Recreation) with 1 accessible picnic
table on a concrete slab under each.
• Trash cans in each shelter
■ Miscellaneous
• 2 drinking water fountains (at least), with water -bottle fillers and dog bowls, at
least one for each park area. (Most Dependable Fountains, Inc. or similar if
approved by the City's Director of Parks and Recreation)
• 8 benches minimum throughout Parkland
• Bike rack
• Park monument sign
• Park rules sign
EXHIBIT F Page 1
EXHIBIT F
PARKS AT WESTHAVEN PUBLIC IMPROVEMENT DISTRICT
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT
• Parking Lot on "Baum Drive"
• 12 total parking places (at least) inclusive of accessible parking places
• 4 accessible parking places (at least)
• Street Parking on Sunniberg Loop (on one side of the street)
• Internal Hike and Bike Trail with Trailhead
■ Internal trail system with 1.5 miles of trail. Majority of the trail to be 8 feet wide
in both concrete and natural trail surfaces (with the natural surfaces and areas of
trail with proposed width less than 8 feet to be approved by the City's Director of
Parks and Recreation)
• Trailhead connections to each phase of the subdivision and to the Children's' All
Mobility Playgrounds
Total required expenditure for all Parkland Improvements must be at least $1,401,000.
To the extent of any conflict between the improvements described on this Exhibit
and those shown or listed on the Site Layout Plan (attached to this Agreement) or
described in the SAP (attached to the Assessment Ordinance), the descriptions in
this Exhibit shall control.
EXHIBIT F Page 2
EXHIBIT G
HOMEBUYER DISCLOSURE PROGRAM
EXHIBIT G - COVER PAGE
EXHIBIT G
PARKS AT WESTHAVEN PUBLIC IMPROVEMENT DISTRICT
LOT TYPE
HOMEBUYER DISCLOSURE
HOME BUYER DISCLOSURE PROGRAM
1. A Builder' for an Assessed Property shall provide each residential homebuyer
with the "Notice of Obligation to Pay Public Improvement District Assessment to the City
of Georgetown, Texas", the form of which is attached hereto as Exhibit 1".
2. A Builder for an Assessed Property shall provide evidence of compliance with 1
above, signed by such residential homebuyer, to the City upon receipt of written request
by the City which sets forth the City's mailing address and other contact information.
3. A Builder for an Assessed Property shall prominently display signage provided
by the Developer or the PID Administrator in the Builder's model homes, if any, located
within the Property.
4. If prepared and provided by the City and approved by Developer (such approval
not to be unreasonably withheld), a Builder for an Assessed Property shall distribute
informational brochures about the existence and effect of the District in prospective
homebuyer sales packets.
5. A Builder shall include Assessments in estimated property taxes, if such Builder
estimates monthly ownership costs for prospective homebuyers for an Assessed
Property.
6. The Developer must post signage along the main entry/exits located at the
boundaries of the District that identifies the area as a public improvement district. All
signage shall be clearly visible to all motorists entering and exiting the District.
' Builder" means a commercial builder who is in the business of constructing and/or selling residences to individual
home buyers.
EXHIBIT G
Exhibit "1" to Exhibit G to
Construction, Financing and Reimbursement Agreement
EXHIBIT 1 TO
PARKS AT WESTHAVEN PID — LOT TYPE [_]: HOMEBUYER DISCLOSURE
NOTICE OF OBLIGATION TO PAY
PUBLIC IMPROVEMENT DISTRICT ASSESSMENTS
TO THE CITY OF GEORGETOWN, TEXAS
CONCERNING THE PROPERTY AT:
STREET ADDRESS
OUTSTANDING PRINCIPAL OF ASSESSMENT FOR AUTHORIZED
IMPROVEMENT: $[ ]
As the purchaser of the real property located at the street address set forth above, you are
obligated to pay assessments to the City of Georgetown, Texas, for the costs of a portion
of Authorized Improvements (the "Authorized Improvements"), undertaken for the
benefit of the property within the 'Parks at Westhaven Public Improvement District" (the
"District"), created under Subchapter A, Chapter 372, Local Government Code, as
amended.
THE OUTSTANDING PRINCIPAL OF THE ASSESSMENT AGAINST YOUR
PROPERTY FOR THE AUTHORIZED IMPROVEMENTS IS WHICH MAY
BE PAID IN FULL AT ANY TIME• HOWEVER IF NOT PAID IN FULL IT WILL BE
DUE AND PAYABLE IN ANNUAL INSTALLMENTS WHICH MAY VARY FROM
YEAR TO YEAR DEPENDING ON THE AMOUNT OF INTEREST PAID
COLLECTION COSTS ADMINISTRATIVE COSTS AND DELINQUENCY COSTS.
An estimate of the annual installments is attached; however, it is only an estimate and
is subject to change. The exact amount of the annual installments, including the annual
installments thereof, will be approved each year by the City Council of the City of
Georgetown, Texas in the Annual Service Plan Update for the District. More information
about the assessments, including the amounts and due dates, may be obtained from the
City.
You may ask your mortgage company to include the Annual Installments in your
monthly escrow payment.
Your failure to pay any assessment, or any annual installment thereof, may result in
penalties and interest being added to what you owe and could result in a lien on and the
foreclosure of your property.
EXHIBIT G
The undersigned purchaser acknowledges receipt of the foregoing notice prior to the
effective date of a binding contract for the purchase of the real property at the street
address set forth above.
IN WITNESS WHEREOF, I have signed this certificate on the date specified below
my/our signatures.
PURCHASER:
Name:
Title:
Date:
I:
Name:
Title:
Date:
[Acknowledgements follow on next page]
EXHIBIT G
STATE OF TEXAS §
WILLIAMSON COUNTY §
The foregoing instrument was acknowledged before me by
, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed, in the capacity stated and as the act and deed of the above -
referenced entities as an authorized signatory of said entities.
Given under my hand and seal of office on this . 20_.
Notary Public, State of Texas
STATE OF TEXAS §
WILLIAMSON COUNTY §
The foregoing instrument was acknowledged before me by
known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed, in the capacity stated and as the act and deed of the above -
referenced entities as an authorized signatory of said entities.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas
FILED AND RECORDED
OFFICIAL PUBLIC RECORDS 2021045782
ORD Fee: $565.00
03/31/2021 08:45 AM MBARRICK
�*11"
wy4Nancy �, Aster County Clerk
bfiliiamson County, Texas
CERTIFICATE FOR ORDINANCE NO.2021-17
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers and members of the City of Georgetown, Texas (the
"City"), hereby certify as follows:
l . The City Council of the City convened in REGULAR MEETING ON THE 23RD
DAY OF MARCH, 2021, (the "Meeting"), and the roll was called of the duly constituted officers
and members of the City, to -wit:
Josh Schroeder, Mayor
Mary Calixtro, Councilmember District 1
Shawn Hood, Councilmember District 2
Mike Triggs, Councilmember District 3
Steve Fought, Councilmember District 4
Kevin Pitts, Councilmember District 5
Rachael Jonrowe, Councilmember District 6
Tommy Gonzalez, Councilmember District 7
and all of the persons were present, except the following absentees: Tommy Gonzalez, thus
constituting a quorum. Whereupon, among other business, the following was transacted at
the Meeting: a written
AN ORDINANCE LEVYING SPECIAL ASSESSMENTS FOR, AND
APPORTIONING THE COSTS OF, CERTAIN IMPROVEMENTS TO
PROPERTY IN AND FOR THE PARKS AT WESTHAVEN PUBLIC
IMPROVEMENT DISTRICT; FIXING A CHARGE AND LIEN AGAINST
ALL PROPERTIES WITHIN THE DISTRICT, AND THE OWNERS
THEREOF; PROVIDING FOR THE MANNER AND METHOD OF
COLLECTION OF SUCH ASSESSMENTS; PROVIDING FOR
DEFERRED ASSESSMENTS; PROVIDING FOR PENALTIES AND
INTEREST ON DELINQUENT ASSESSMENTS; MAKING A FINDING
OF SPECIAL BENEFIT TO PROPERTY IN THE DISTRICT AND THE
REAL AND TRUE OWNERS THEREOF; APPROVING A SERVICE AND
ASSESSMENT PLAN; APPROVING A CONSTRUCTION FINANCING
AND REIMBURSEMENT AGREEMENT; APPROVING A LANDOWNER
AGREEMENT; PROVIDING A SEVERABILITY CLAUSE; AND
PROVIDING AN EFFECTIVE DATE
was duly introduced for the consideration of the City Council. It was then duly moved and
seconded that the Ordinance be passed on first reading; and, after due discussion, said motion
carrying with it the passage of the Ordinance, prevailed and carried by the following vote:
Parks at Westhaven PID: Assessment Ordinance Cert
AYES:
NOES: 0-
2. A true, full and correct copy of the Ordinance passed at the Meeting described in
the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance
has been duly recorded in the City Council's minutes of the Meeting; that the above and
foregoing paragraphs are a true, full and correct excerpt from the City Council's minutes of the
Meeting pertaining to the passage of the Ordinance ; that the persons named in the above and
foregoing paragraphs are the duly chosen, qualified and acting officers and members of the City
Council as indicated therein; that each of the officers and members of the City Council was duly
and sufficiently notified officially and personally, in advance, of the time, place and purpose of
the Meeting, and that the Ordinance would be introduced and considered for passage at the
Meeting, and each of the officers and members consented, in advance, to the holding of the
Meetings for such purpose, and that the Meeting was open to the public and public notice of the
time, place and purpose of the meeting was given, all as required by Chapter 551, Texas
Government Code, as amended and as further modified by an order issued by the Governor of
the State of Texas on March 16, 2020, suspending certain provisions of the Open Meetings Act in
light of his disaster proclamation issued on March 13, 2020, regarding the novel coronavirus
(COVID-19).
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor
and the City Secretary of the City hereby declare that their signing of this Certificate shall
constitute the signing of the attached and following copy of the Ordinance for all purposes.
Parks at Westhaven P[D: Assessment Ordinance Cert
SIGNED AND SEALED the 23rd day of-M
1
City Secre ry
[CITY SEAL]
Parks at Westhaven PID: Assessment Ordinance Cert