HomeMy WebLinkAboutRES 050923-5.L - PID Finance & ReimbursementRESOLUTION NO. b5bri Z3.6. L
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS, ADOPTING THE PID FINANCING AND
REIMBURSEMENT AGREEMENT FOR THE BLUFFVIEW PUBLIC
IMPROVEMENT DISTRICT BETWEEN THE CITY OF GEORGETOWN
AND LAMY 2243, Ltd.; ADOPTING THE PRELIMINARY SERVICE AND
ASSESSMENT PLAN FOR THE BLUFFVIEW PID; REPEALING
CONFLICTING RESOLUTIONS AND ORDINANCES; INCLUDING A
SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, on March 22, 2022 the City Council adopted Resolution No. 032222-AA
creating the Bluffview Public Improvement District (`Bluffview PID").
WHEREAS, on even date herewith, the City Council adopted a zoning ordinance creating
a planned unit development for the Bluffview PID, and an ordinance approving the Development
and Authorized Improvements Agreement pertaining to the Bluffview PID.
WHEREAS, the City Council finds that adopting the attached PID Financing and
Reimbursement Agreement for the Bluffview Public Improvement District between the City of
Georgetown and Lamy 2243, Ltd., and adopting the Preliminary Service and Assessment Plan for
the Bluffview Public Improvement District attached to that agreement, are necessary and desirable,
and compliant with applicable State law, as set out herein.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF GEORGETOWN, TEXAS:
Section 1. The meeting at which this resolution was approved was conducted in
compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551.
Section 2. The facts and recitations contained in the preamble of this resolution are hereby
found and declared to be true and correct and are incorporated by reference herein and expressly
made a part hereof, as if copied verbatim.
Section 3. The PID Financing and Reimbursement Agreement for the Bluffview Public
Improvement District between the City of Georgetown and Lamy 2243, Ltd., including all exhibits
and attachments to that agreement, which are set forth in full in Attachment 1 to this Resolution,
are hereby approved and adopted by the City Council.
Section 4. All resolutions and ordinances that conflict with the provisions of this resolution
are hereby repealed, and all other resolutions and ordinances of the City not in conflict with the
provisions of this resolution shall remain in full force and effect.
Section 5. If any provision of this resolution, or application thereof, to any person or
circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or
Resolution Number: 05CP�' , 2) — $. L Page I of 2
Subject: PID Financing and Reimbursement Agreement and PSAP (Bluffview PID)
Date Approved: M \ , 'Ms
application thereof, of this resolution, which can be given effect without the invalid provision or
application, and to this end the provisions of this resolution are hereby declared to be severable.
Section 6. The Mayor is hereby authorized to sign this resolution and the attached
agreement, and the City Secretary to attest. This resolution shall become effective and be in fall
force and effect immediately in accordance with the provisions of the City Charter of the City of
Georgetown.
Attachment 1: PID Financing and Reimbursement Agreement for the Bluffview Public
Improvement District between the City of Georgetown and Lamy 2243, Ltd. (including all exhibits
and attachments)
PASSED AND APPROVED on the 91h day of May, 2023.
ATTEST:
OF GEORGETOWN:
Robyn Den ore, ity Secretary Josh Schroeder,,Mayor
APPROVED AS TO FORM:
kye N sson, C4 Attorney
Resolution Number: C6C 23 - 5. L- Page 2 of 2
Subject: PID Financing and Reimbursement Agreement and PSAP (Bluffview PID)
Date Approved: KU-% q 1 U2-5
PID FINANCING AND REIMBURSEMENT AGREEMENT
BLUFFVIEW PUBLIC IMPROVEMENT DISTRICT
between
THE CITY OF GEORGETOWN
and
LAMY 2243, Ltd.
This PID Financing and Reimbursement Agreement (this "Agreement") is entered
into by Lamy 2243, Ltd., 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, capitalized terms used in this Agreement, unless otherwise defined,
shall have the meanings given to them in Article 3;
1.02 WHEREAS, the Developer is a Texas limited partnership;
1.03 WHEREAS, the City is a Texas home -rule municipality;
1.04 WHEREAS, on March 22, 2022, after notice and hearing in accordance with
Chapter 372, Texas Local Government Code, as amended (the "PID Act"), the City
Council passed and approved Resolution No. 032222-AA (the "PID Creation Resolution")
authorizing the creation of the Bluffview Public Improvement District (the "PID" or the
"District"), covering approximately 68.080 contiguous acres within the City's corporate
limits, which land is described in the PID Creation Resolution (the "Properly'), and the
PID became effective with the adoption of the PID Creation Resolution on March 22, 2022;
1.05 WHEREAS, on even date herewith, the City Council passed and approved
Ordinance No. ZOZ?J _ 2% approving the Development and Authorized
Improvements Agreement (the "Development and Authorized Improvements
Agreement");
1.06 WHEREAS, the Development and Authorized Improvements Agreement governs
development of the land in the PID (and adjacent land not within the PID), and 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;
1.07 WHEREAS, it is intended that the Property will be developed as a mixed -
residential development in accordance with Ordinance No. Z,023-2q(the "PUD
Ordinance") approved by City Council on even date herewith;
1.08 WHEREAS, the PUD Ordinance establishes a PUD zoning district for the Property
with base districts of Residential Single Family (RS) and Low Density Multi -family (MF-
1) (each as defined in the PUD Ordinance);
1.09 WHEREAS, the PSAP attached hereto as Exhibit "G" contains a draft of the
estimated Actual Costs of the Authorized Improvements, and the SAP will set forth the
estimated Actual Costs of the Authorized Improvements;
1.10 WHEREAS, the Assessed Property is being developed and financed in phases or
Improvement Areas;
1.11 WHEREAS, this Agreement shall apply to all phases and no additional
reimbursement agreement shall be required for future phases or Improvement Areas;
1.12 WHEREAS, the attached PSAP contains a draft of determinations and
apportionments of the Actual Costs of the Authorized Improvements to the Assessed
Property, and the SAP will determine and apportion the Actual Costs of the Authorized
Improvements to the Assessed Property, which Actual Costs will represent the special
benefit that the Authorized Improvements will confer upon the Assessed Property as
required by the Act;
1.13 WHEREAS, the Assessment Ordinance will levy Assessments against the
Assessed Property in the amounts set forth on the Assessment Roll to cover the Actual
Costs of the Authorized Improvements;
1.14 WHEREAS, the PSAP provides an estimate of the Assessments, including the
Annual Installments thereof, that will be due and payable as described in the PSAP; the
final Assessments, including the Annual Installments thereof, will be 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;
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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.
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 and the Assessment Ordinance), together with all other
documents referenced in this Agreement (e.g., the PSAP (to be replaced by the SAP on its
approval), the Development and Authorized Improvements Agreement, and each
Indenture) (collectively, the "Related Documents"), are, or will be on their adoption and
approval, incorporated as part of this Agreement for all purposes as if such resolutions,
ordinances, and other documents were set forth in their entirety in or as exhibits to this
Agreement.
2.03 References. Unless otherwise defined in Article 3 or elsewhere in this Agreement:
(1) all references to "Sections" shall mean Sections of this Agreement; (2) all references to
"exhibits" 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 "Actual Costs" mean, with respect to Authorized Improvements, the actual costs
paid or incurred by or on behalf of the Developer: (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,
PAGE
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.
3.02 "Actual Increased Costs" is defined in Section 6.11.
3.03 "Additional Costs" is defined in Section 6.11.
3.04 "Administrator" means the City or the person or independent firm designated by
the City who shall have the responsibility provided in the SAP, 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.
3.05 "Agreement" means this document together with the PSAP (to be replaced with
the SAP on its approval), Indentures, and all other Related Documents.
3.06 "Annual Collection Costs" means the actual or budgeted costs and expenses
relating to collecting the Annual Installments, 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) issuing, paying, and redeeming PID Bonds, if issued;
(6) investing or depositing Assessments and Annual Installments; (7) complying with the
SAP and the PID Act with respect to the administration of the 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.
3.07 "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)
PAGE 4
principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest, if
applicable.
3.08 "Annual Service Plan Update" means an update to the SAP prepared no less
frequently than annually by the Administrator and approved by the City Council, in
accordance with the Act.
3.09 "ARplicable Laws" means the PID 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 Related Documents, the City's Code of Ordinances_ and Unified
Development Code (as may be modified by the PUD Ordinance), 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 "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 includes any and all Parcels within the District other than Non-
Benefitted Property.
3.11 "Assessment" or "Assessments" 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. The Improvement Area
#1 Assessments and the Improvement Area #2 Assessments shall all be considered
Assessments.
3.12 "Assessment Ordinance" means an ordinance (whether one or more) to be
adopted by the City Council in accordance with the PID Act that approves the SAP and
levies the Assessment on all or a portion of the Assessed Property within the District, as
shown on the Assessment Roll.
3.13 "Assessment Levy Request" is defined in Section 5.02.
3.14 "Assessment Revenue" means the revenues actually received by or on behalf of
the City from the collection of Assessments, including Prepayments, Annual Installments
and foreclosure proceeds.
PAGE 5
3.15 "Assessment Roll" means the assessment roll for the Assessed Property within the
District to be included in the SAP and as may be subsequently modified, or amended
from time to time in accordance with the procedures set forth in the SAP and in the PID
Act, including updates prepared in connection with the issuance of PID Bonds or in
connection with any Annual Service Plan Update.
3.16 "Association Turnover Date" is defined in the Development and Authorized
Improvements Agreement.
3.17 "Authorized Improvements" means the improvements authorized under Section
372.003 of the Act, as more specifically described in Section III of the PSAP, as may be
subsequently modified or amended as provided in the SAP, which improvements shall
be accepted for ownership by the City or for public use (e.g. public easement), including
District Formation Expenses, First Year Annual Collection Costs, and Bond Issuance
Costs (each as defined in the SAP), if PID Bonds are issued. The Parties acknowledge and
agree that based on the anticipated phasing of the Property, the PSAP currently lists only
Major Improvements and Improvement Area #1 Improvements; however, when
Improvement Area #2 is developed, the Improvement Area #2 Improvements described
in Exhibit "I", attached hereto, will be included in the definition of Authorized
Improvements.
3.18 "Bond Improvement Account" means the subaccount within the Project Fund
established by an Indenture relating to PID Bonds, including the Improvement Area #1
Bonds and the Improvement Area # 2 Bonds, into which Bond Proceeds are deposited to
pay for the Actual Costs of the Authorized Improvements as described in the Indenture.
3.19 "Bond Issuance Request" means the written request made by Developer to the
City to issue PID Bonds in good faith as evidenced by Developer's expenditure of
necessary amounts for market studies, financial analysis, legal counsel, and other
professional services and due diligence necessary to support the request.
3.20 `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.
3.21 `Buyer Disclosure Program" means the disclosure program as set forth in Exhibit
"F" attached hereto, that establishes a mechanism to disclose to each Buyer, as that term
is defined in Exhibit "F", the terms and conditions under which their land is burdened
by the PID.
PAGE 6
3.22 "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.
3.23 "Change Orders" is defined in Section 5.20.
3.24 "City" means the City of Georgetown, Texas.
3.25 "City Council" means the governing body of the City.
3.26 "City PID Policy" means the "Policy and Guidelines for Reimbursement Public
Improvement Districts" adopted by the City Council on December 11, 2018.
3.27 "City l2resentative" 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.
3.28 "Closing Disbursement Request" means a request in the form of Exhibit "C" or as
otherwise approved by the Parties.
3.29 "Complete" "Completed" or "Compl_eting" are defined in the Development and
Authorized Improvements Agreement.
3.30 "Cost Overrun" is defined in Section 5.08.
3.31 "Cost Underrun" is defined in Section 5.19.
3.32 "Default" is defined in Section 6.08.01.
3.33 "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
PAGE 7
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.
3.34 "Developer" is defined in the introductory paragraph of this Agreement.
3.35 "Developer Advances" means advances made by the Developer to pay Actual
Costs.
3.36 "Developer Continuing Disclosure Agreement" means any Continuing Disclosure
Agreement of Developer executed contemporaneously with the sale of PID Bonds.
3.37 "Developer Funded Improvements" means the improvements that are funded
entirely by the Developer and are not eligible for repayment by Assessments or
reimbursement with Bond Proceeds from the sale of PID Bonds; provided that, for the
avoidance of doubt, such term does not include the improvements to be funded entirely
by the Developer without reimbursement to the extent the amount of Authorized
Improvements exceeds the amount of the Reimbursement Obligation and PID Bonds.
3.38 "Develolment and Authorized Improvements Agreement" is defined in Section
1.05.
3.39 "Effective Date" is defined in the introductory paragraph of this Agreement.
3.40 "Estimated Additional Costs" is defined in the Section 6.11.
3.41 "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.
3.42 "Failure" is defined in Section 6.08.01.
3.43 "HOA" means the Owners Association(s) required to be established by the
Development and Authorized Improvements Agreement.
3.44 "Improvement Area #1" means the area consisting of approximately 44.3 acres
shown in the attached Exhibit "A", which consists of that portion of the Property having
the base zoning designation of SF-1 in the PUD Ordinance.
3.45 "Improvement Area #1 Assessment" means the Assessments levied against the
Assessed Property in Improvement Area #1 for the Improvement Area #1 Improvements.
PAGE 8
3.46 "Improvement Area #1 Bonds" means PID Bonds secured by the Improvement
Area #1 Assessments.
3.47 "Improvement Area #1 Improvements" means the Authorized Improvements that
solely benefit Improvement Area #1 and the pro rata share of the Actual Costs of the
construction of, acquisition of, or reimbursement for the Major Improvements
attributable to Improvement Area #1.
3.48 "Improvement Area #2" means the area consisting of approximately 22.6 acres
shown in the attached Exhibit "A" which consists of that portion of the Property having
a base zoning designation of MF-1 in the PUD Ordinance.
3.49 "Improvement Area #2 Assessment" means the Assessments levied against the
Assessed Property in Improvement Area #2 for the Improvement Area #2 Improvements.
3.50 "Improvement Area #2 Bonds" means PID Bonds secured by the Improvement
Area #2 Assessments.
3.51 "Improvement Area #2 Improvements" means the Authorized Improvements that
solely benefit Improvement Area #2 and the pro rata share of the Actual Costs of the
construction of, acquisition of, or reimbursement for the Major Improvements
attributable to Improvement Area #2, as further described in Exhibit "I", attached hereto.
3.52 "Improvement Areas" means, collectively, Improvement Area #1 and
Improvement Area #2.
3.53 "Indenture" means the applicable trust indenture pursuant to which PID Bonds
are issued.
3.54 "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.
3.55 "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 may 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.
PAGE 9
3.56 "Major Improvements" mean improvements authorized by Section 372.003 of the
PID Act that confer a special benefit to the Assessed Property within the District and are
eligible to be repaid with Assessments. These improvements are specifically described
in Section III.A of the PSAP and are shown on Exhibit I of the PSAP, as may be
subsequently modified or amended as provided in the SAP.
3.57 "Maturity Date_" is the date one year after the last Annual Installment is collected.
3.58 "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 a PID Bond
issuance divided by the dollar amount of the Assessment, which quotient must be at least
four (i.e., the estimated assessed value to lien ratio is 4:1), taking into account all PID
Bonds that would be outstanding after the issuance of the PID Bonds that are the subject
of a Bond Issuance Request. In determining the estimated taxable assessed value of the
property within the PID for purposes of calculating the Minimum Value to Lien Ratio,
the Developer may use: (i) the sale price (as evidenced by executed real estate contracts
provided to the City) of property within 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.
3.59 "Non -Benefited ProperV' means Parcels within the boundaries of the District that
accrue no special benefit from Authorized Improvements as determined by the City
Council.
3.60 "Parcels " 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.
3.61 "Par " and "Parties" are defined in the introductory paragraph of this
Agreement.
3.62 "PID" is defined in Section 1.04.
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3.63 "PID Act" is defined in Section 1.04.
3.64 "PID Administration Costs" means the City's initial 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), plus such ongoing costs incurred by the City in administering
the PID while the PID is in existence.
3.65 "PID Administration Fund" means the fund held by the City or the trustee named
in any applicable Indenture, outside of the PID Trust Estate, into which shall be
deposited, (a) the Prefunded PID Administration Amount; and (b) commencing one year
after the first Assessment Revenues are received by the City, a portion of Assessment
Revenues in amounts reasonably needed to pay the PID Administration Costs for the
next one (1) year period, and such deposits of Assessment Revenues shall continue until
the PID is terminated. Funds deposited in the PID Administration Fund are not in the
PID Bond Security and are not available to pay debt service on the PID Bonds.
3.66 "PID Bonds" means any bonds issued in accordance with the PID Act, that are
secured by Assessments.
3.67 "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.
3.68 "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.
3.69 "PID Creation Resolution" is defined in Section 1.04.
3.70 "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.
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3.71 "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.
3.72 "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.
3.73 "PID Trust Estate" means a security interest in all of the moneys, rights and
properties described in the grantings clauses of an Indenture securing the PID Bonds.
3.74 "Prefunded PID Administration Amount" means THIRTY-FIVE THOUSAND
U.S. DOLLARS ($35,000.00), an amount estimated to cover the first year of PID
Administration Costs to be paid by the Developer pursuant to Section 5.08 and deposited
by the City into the PID Administration Fund.
3.75 "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.
3.76 "Properly" is defined in Section 1.04.
3.77 "PSAP" means the Bluffview Public Improvement District Preliminary Service
and Assessment Plan attached as Exhibit "G". The PSAP will be replaced by the SAP on
approval of the SAP.
3.78 "PUD Ordinance" is defined in Section 1.07.
3.79 TEO" is defined in the Section 6.11.
3.80 "Reimbursement Obligation" is defined in Section 5.09.01.
3.81 "Related Documents" is defined in Section 2.02.
3.82 "Required PID Improvements" is defined in the Development and Authorized
Improvements Agreement.
3.83 "SAP" means the Bluffview Public Improvement District Service and Assessment
Plan to be approved by the Assessment Ordinance, as the same may be updated or
PAGE 12
amended by City Council action in accordance with the Act. The SAP shall be
substantially in the same form as the PSAP attached hereto as Exhibit "G."
3.84 "Site Layout Plan" means the plan attached to this Agreement as Exhibit "E".
3.85 "Tax Certificate" is defined in Section 6.07.02.
3.86 "Transfer" and "Transferee" are defined in Section 6.10.01.
ARTICLE 4. DEVELOPER OBLIGATIONS
4.01 Obligation to Fund and Complete Developer Funded Improvements. Developer
shall Complete, or cause to be Completed, the Developer Funded Improvements at no
cost to the City in accordance with the Applicable Laws and this Agreement. By its
signature on this Agreement, the Developer certifies that prior to commencing
construction of any of the Authorized Improvements, it will have sufficient funds to
complete the Developer 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 Obligations Under the Development and Authorized Improvements
Agreement. Developer shall Complete, or cause to be Completed, the Required PID
Improvements at no cost to the City in accordance with the Applicable Laws and this
Agreement.
4.04 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 (as may have
been modified by the PUD Ordinance), but in the event of conflict, this Agreement shall
control.
4.05 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
PAGE 13
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
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 Apportionment and Levy of Assessments. The City intends to levy Assessments
on the Property over time in accordance herewith and with the SAP (as such plan is
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amended from time to time). Assessments on any portion of the Property will bear a
direct proportional relationship to and be less than or equal to the special benefit of the
Authorized Improvements accruing to such portion of the Property.
5.02 Assessment Levy Request.
5.02.01 The Developer may provide written notice to the City requesting the
levy of Assessments on one or both Improvement Areas (an "Assessment Levy
Request"). The Assessment Levy Request must specify the amount of the PID Bonds that
the Developer anticipates requesting and an approximate date that the Developer desires
that PID Bonds be issued and be accompanied by any deliverables required by the City
and the Administrator necessary for preparation of the SAP or any update thereto
relating to such Improvement Area, including, but not limited to, receipt of an opinion of
an engineer of the Developer's choice as to the probable cost for the Authorized
Improvements to be reimbursed from the Assessments requested, legal descriptions for
the Improvement Areas, and maps of Improvement Areas and location of Authorized
Improvements.
5.02.02 The Parties contemplate that the initial Assessment Levy Request
will be in an amount sufficient to pay the Actual Costs of the Improvement Area #1
Improvements and/or Improvement Area #2's pro-rata share of the Actual Costs of the
Major Improvements; provided however, if the Improvement Area _ #2 Assessments
herein described are levied concurrently with the Improvement Area #1 Assessments,
then collection of the Improvement Area #2 Assessment shall be deferred in accordance
with Section 5.03 below. Nothing in this Agreement shall prohibit the Developer from
submitting an additional Assessment Levy Request to reimburse the Developer for any
additional Actual Costs of the Improvement Area #2 Improvements not reimbursed by
the initial Assessment Levy Request.
5.02.03 The Parties contemplate that (A) once it is determined whether (i)
development of Improvement Area #2 will be for rental or ownership product and (ii) if
the internal improvements within Improvement Area #2 will be public or private and (B)
the Developer is ready to commence development within Improvement Area #2, the
Developer may submit an Assessment Levy Request in an amount sufficient to pay the
unreimbursed Actual Costs of the Improvement Area #2 Improvements. The chart
attached hereto as Exhibit "H" illustrates the various options for how Improvement Area
#2 could be developed and whether Improvement Area #2 Assessments would be
qualified.
5.02.04 The City hereby acknowledges that the Developer has acted in
reliance on the City's intention to levy Assessments as described herein. In recognition
PAGE 15
thereof, the City shall use its best efforts to initiate and approve all necessary documents
and ordinances required to effectuate this Agreement and to levy Assessments. The
Developer acknowledges and agrees that the SAP must meet the requirements of Texas
Local Government Code §§ 372.013 and 372.014 and be presented to the City Council for
review and approval prior to a series of PID Bonds being issued. The SAP will be
modified as required to comply with the requirements of the PID Act and the Texas
Attorney General's Office. The Annual Installments of Assessments identified in the SAP
shall be consistent with the terms for the issuance of PID Bonds as set forth in this
Agreement.
5.02.05 It is contemplated that the City will issue one or more series of PID
Bonds, to pay or reimburse the Developer for a portion of the Actual Costs of the
Authorized Improvements. The Parties anticipate that the Actual Cost to construct the
Authorized Improvements will be greater than the net proceeds of the PID Bonds or the
Assessment Revenues available for reimbursement of the costs of the Authorized
Improvements and the Developer shall be responsible for 100% of the costs of the
difference. Nothing contained in this Agreement, however, shall be construed as creating
a contractual obligation that controls, waives, or supplants the City Council's legislative
discretion or functions.
5.02.06 At this time, it is contemplated that PID Bonds will be issued in the
future and not issued concurrently with the City's levy of the Improvement Area #1
Assessments. As a result, the City and the Developer hereby agree that this Agreement
shall serve as a "Reimbursement Agreement" in the amount of the Reimbursement
Obligation specified in the PSAP, the SAP or any update thereto for each Improvement
Area. At a later date, the Developer may provide a Bond Issuance Request to the City to
finance such Reimbursement Obligation.
5.03 Deferral. If the City levies an Improvement Area #2 Assessment to reimburse the
Developer for Improvement Area #2's pro-rata share of the Actual Costs for the Major
Improvements concurrently with the Improvement Area #1 Assessments, after adoption
of an Assessment Ordinance levying the herein described Improvement Area #2
Assessment, the City hereby agrees to defer collection of the Improvement Area #2
Assessment until the earlier of: (1) any limitation imposed by any Applicable Law; or (2)
the Closing Date of Improvement Area #2 PID Bonds secured, in whole or in part, by the
Improvement Area #2 Assessments.
5.04 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
PAGE 16
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
Obligation in accordance with this Agreement.
5.05 Allocation of Assessments. Notwithstanding any other provision in this
Agreement, the Actual Costs of Authorized Improvements allocable to each phase or
Improvement Area shall be paid from the Assessment Revenue collected solely from
Assessments levied on the property within such phase or Improvement Area benefitting
from such Authorized Improvements. Notwithstanding the above, the Actual Costs of
the Major Improvements shall be paid from the Assessment Revenue collected from
Assessments levied on the property within both Improvement Area #1 and Improvement
Area #2, such apportionment as estimated in the PSAP, and as will be provided in the
SAP.
5.06 Collection of Assessments. The City will take and pursue all actions permissible
under Applicable Laws to cause the Assessments to be collected and the liens related to
such Assessments to be enforced continuously, in the manner and to the maximum extent
permitted by the Applicable Laws, and, to the extent permitted by Applicable Laws, to
cause no reduction, abatement or exemption in the Assessments for so long as any PID
Bonds are outstanding or a Reimbursement Obligation 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.
5.07 Maximum Annual Assessment. Notwithstanding anything in the PSAP or SAP
to the contrary, the annual assessment to Parcel owners within the PID shall be no more
PAGE 17
than the equivalent of a $0.55 per $100 tax rate, per the City PID Policy, on the Estimated
Buildout Value of the Parcel or Lot Type as will be provided for in the SAP.
5.08 Payment of Actual Costs and PID Administration Costs. On or before the first
Assessment is levied within the District, the Developer shall pay the Prefunded PID
Administration Amount to the City, which the City shall deposit into the PID
Administration Fund. In addition, from time to time on written request from the City,
the Developer shall make additional 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 (a "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 as will be 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.
5.09 Payment of Reimbursement Obligation.
5.09.01 The City agrees to pay to the Developer, and the Developer shall be
entitled to receive payments from the City, until the Maturity Date, for an
aggregate principal amount not to exceed FIFTEEN MILLION U.S. DOLLARS
($15,000,000) 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 Obligation"), with the amount for each payment request being
shown on each Certificate for Payment (which amounts include only Actual Costs
paid by or at the direction of the Developer) plus simple interest on the unpaid
principal balance at the lesser rate of: (i) two percent (2%) above the highest
average index rate for tax-exempt bonds reported in a daily or weekly bond index
reported in the month before the date of determination (which is the date of the
approval by the City of the Assessment Ordinance levying the Assessments from
which the Reimbursement Obligation, 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
PAGE 18
Sections 372.023(e)(1) and (e)(2) of the Act, the interest rate on any portion of the
Reimbursement Obligation not to be paid from the proceeds of PID Bonds shall be
calculated for each Certificate for Payment using the date that the Certificate for
Payment is approved by the City as the date that the obligation to pay the
Certificate for Payment is incurred. The City shall have no obligation to approve a
Certificate for Payment for which any of the conditions to payment (described
therein as the Developer's representations and warranties) have not been met. If
any portion of the Reimbursement Obligation remains unpaid after the City has
elected to sell PID Bonds for the purpose of paying a portion of the Reimbursement
Obligation, the interest rate paid to the Developer on such unpaid Reimbursement
Obligation shall be at the rates set forth in this Section 5.09. The method for
determining the interest rate for the unpaid balance of the Reimbursement
Obligation 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 Obligation 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 Obligation is not paid in full by the Maturity Date. Payments
made from the PID Reimbursement Fund toward any outstanding
Reimbursement Obligation, shall first be applied to unpaid interest on such
Reimbursement Obligation owed to the Developer, and second to unpaid
principal of the Reimbursement Obligation 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
Obligation 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
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.
5.10 Issuance of PID Bonds.
5.10.01 General. 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
PAGE 19
requirements in this Agreement and the City PID Policy (except as otherwise
allowed by Section 5.10.02) 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 PID 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 Obligation. 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 5.09 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
(defined herein) by the City or otherwise result in a Default (defined herein) 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.
5.10.02 Alternative PID Policy Compliance Terms. Section III.11 of the City
PID Policy states that, "[i]f multi -family rental units are included within the
proposed assessments, all of the multi -family PID assessments must be prepaid by
the developer or builder, and such assessments and prepayment amounts thereof
shall be excluded from any reimbursement to the developer, including from PID
Bonds." However, the Parties agree that, if multi -family rental units are included
within Improvement Area #2, Section III.11 of the City's PID Policy shall not apply,
but in lieu thereof, the following restrictions, limitations, and conditions of this
Section will apply: PID Bonds secured by the Improvement Area #2 Assessments
shall not be issued unless and until (a) Developer has Completed construction of
the Authorized Improvements in accordance with all terms and conditions of the
Development and Authorized Improvement Agreement; (b) Developer has
PAGE 20
provided the City with an executed letter of intent or contract for sale from a third -
party developer or experienced third -party multi -family management entity
stating that Improvement Area #2 will be developed only with multi -family rental
units (and not single family units or non-residential development); (c) Developer
has secured, or caused to be secured, all building permits needed for construction
of multi -family residential units in Improvement Area #2; and (d) the requirements
of Section 5.10.01 are met. The chart attached hereto as Exhibit "H" illustrates the
various options for how Improvement Area #2 could be developed and whether
the alternative PID Policy compliance terms stated in this Section 5.10.02 will
apply. Notwithstanding anything to the contrary contained herein, it is hereby
acknowledged and agreed that PID Bonds secured by the Improvement Area #2
Assessments may be issued regardless of whether multi -family rental units or for
sale units are included within Improvement Area #2.
5.10.03 The City hereby acknowledges that the Developer has acted in
reliance on the City's intention to issue PID Bonds. In recognition thereof, the City
hereby agrees to use diligent, reasonable and good faith efforts, subject to meeting
the requirements and conditions stated herein, the City PID Policy and State law,
to commence the documentation for and the issuance of PID Bonds within four to
six months after receiving a Bond Issuance Request from Developer. The City will
consider the adoption of a PID Bond Ordinance, subject to meeting the
requirements and conditions stated in this Agreement, the City 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.
5.11 Denomination, Maturity, Interest, and Security for PID Bonds.
5.11.01 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.
5.11.02 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.
PAGE 21
5.12 Sale of PID Bonds.
5.12.01 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.
5.12.02 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.
5.12.03 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.
5.12.04 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.
5.12.05 The maximum aggregate par amount of all PID Bonds shall not
exceed FIFTEEN MILLION U.S. DOLLARS ($15,000,000).
5.12.06 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.
PAGE 22
5.12.07 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.
5.13 Disbursements and Transfers.
5.13.01 The City and the Developer agree that, prior to a PID Bond issuance,
and upon the presentation of evidence satisfactory to the City Representative, the
City will pay from the Reimbursement Fund, approved amounts from the
appropriate account to the City or the Developer, as applicable, which costs may
include payment of costs incurred in the establishment, administration, and
operation of the PID and any other eligible items expended by the Developer or
the City. In order to receive disbursement, the Developer shall execute a Certificate
for Payment to be delivered to the City no more often than once per calendar
month.
5.13.02 The City and the Developer agree that from the proceeds of the PID
Bonds, and upon the presentation of evidence satisfactory to the City
Representative, the City will cause the trustee under the applicable Indenture to
pay at closing of the PID Bonds approved amounts from the appropriate account
to the City or the Developer, as applicable, which costs may include payment for
costs of issuance of PID Bonds and payment of costs incurred in the establishment,
administration, and operation of the PID and any other eligible items expended
by the Developer and the City as of the time of the delivery of the PID Bonds as
will be 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.
5.13.03 In order to receive disbursements for Actual Costs of Authorized
Improvements from the applicable fund under this Agreement and applicable
Indenture relating to the applicable PID Bonds, 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 relating to the applicable PID Bonds 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
PAGE 23
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.
5.13.04 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.
5.13.05 The Developer further agrees that sales tax will not be approved for
payment under a Certificate for Payment.
5.13.06 Within fifteen (15) business days following receipt of any Certificate
for Payment, the City shall either: (1) approve such certificate and, if PID Bonds
have been issued, forward it to the trustee under the applicable Indenture for
payment, or (2) provide the Developer with written notification of disapproval of
all or part of such certificate, specifying the basis for any such disapproval. Any
disputes shall be resolved as required by Section 5.09 herein. If within the fifteen
(15) business day timeframe stated above, the City fails to either approve the
Certificate for Payment or provide Developer with written notice in accordance
with (2) above, the Certificate of Payment shall be deemed approved. If PID Bonds
have been issued, the City shall deliver the approved or partially approved
Certificate for Payment to the trustee under the applicable Indenture for payment
no later than the sixteenth (161h) business day following receipt of the Certificate
for Payment, and such trustee shall make the disbursements as quickly as
practicable thereafter.
5.13.07 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 shall be utilized in accordance with the applicable Indenture.
5.14 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
PAGE 24
shall be used to pay: (1) the Actual Costs of the Authorized Improvements; (2) the
Reimbursement Obligation even if the Reimbursement Obligation 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.
5.15 Obligation to Pay. Subject to the provisions of Section 5.09 and 5.14, 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.
5.16 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,
PAGE 25
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.
5.17 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
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.
5.18 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 alien 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.
PAGE 26
5.19 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 will be shown an
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 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.
5.20 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
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 Obligation 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.
PAGE 27
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 Obligation remains unpaid.
6.05 Developer's Right to Protest Ad Valorem Taxes. Nothing in this Agreement shall
be construed to limit or restrict Developer's right to protest ad valorem taxes. The
Developer's decision to protest ad valorem taxes on Assessed Property does not
constitute a Default under this Agreement.
6.06 PID Administration and Collection of Assessments. If the City designates an
Administrator who shall have the responsibilities provided in the SAP related to the
duties and responsibilities of the administration of the PID, the City shall provide the
Developer upon request with a copy of the agreement between the City and the
Administrator. If the City contracts with a third -party for the collection of Annual
Installments of the Assessments, the City shall provide the Developer with a copy of such
agreement. Further notwithstanding anything to the contrary contained herein, the City
covenants to use diligent, good faith efforts to contract with the Williamson County Tax
Assessor -Collector for the collection of the Assessments such that the Assessments will
be included on the ad valorem tax bill(s) for the Assessed Properties and will be collected
as part of and in the same manner as ad valorem taxes. During the term of this
Agreement, the City shall notify the Developer of any change of Administrator or third -
party collection of the Assessments.
6.07 Representations and Warranties.
PAGE 28
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
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
PAGE 29
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.
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
PAGE 30
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
other agreements, use regulations, or subdivision requirements relating to the
development of property within the PID.
6.10 Transfers.
6.10.01 Except as prohibited by Section 6.10.02, 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 Obligation, 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, 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
PAGE 31
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
6.10.02 Notwithstanding the generality of this Section 6.10.02, no Transfer is
allowed if all or any part of Improvement Area #2 is developed with
multifamily rental units. Any attempted Transfer in violation of this Section
shall be deemed to be void and unlawful.
6.11 Qualified Tax -Exempt Status. In any calendar year in which PID Bonds are
issued, the Developer agrees to pay the City additional costs ("Additional Costs") the City
may incur in the issuance of City obligations (the "City Obligations") as described in this
Section 6.11 if the City Obligations are deemed not to qualify for the designation of
"qualified tax-exempt obligations" (" TEO") as defined in Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended, as a result of the issuance of PID Bonds by the City
in any given year. The City agrees to deposit all funds for the payment of such Additional
Costs received under this Section 6.11 into a segregated account of the City, and such
funds shall remain separate and apart from all other funds and accounts of the City until
December 31 of the calendar year in which the PID Bonds are issued, at which time the
City is authorized to utilize such funds for any purpose permitted by law. Additionally,
the City will provide the Developer on an annual basis no later than August 15th each
year the projected amount of City Obligations to be issued in the upcoming year based
on its annual budget process.
In the event the City issues PID Bonds prior to the issuance of City Obligations, the City's
Financial Advisor shall calculate the estimated Additional Costs based on the market
conditions as they exist approximately thirty (30) calendar days prior to the date of the
pricing of the PID Bonds (the "Estimated Additional Costs"), and the City shall provide a
written invoice to the Developer. Unless otherwise agreed to in writing by the City, the
Developer shall pay such Estimated Additional Costs to the City on or before the earlier
of (i) ten (10) business days after the date of the City's invoice and (ii) five (5) business
days prior to pricing the PID Bonds. The City shall not be required to price or sell any
issue of PID Bonds until the Developer has paid to the City the Estimated Additional
PAGE 32
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
Increased City Obligation Casts"). 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
PAGE 33
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
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
PAGE 34
in any calendar year and such waiver does not impact the applicability of this Section
6.11 in future calendar years.
6.12 Estoppel Certificate. From time to time upon written request of the Developer,
the City Manager will execute a written estoppel certificate (1) identifying any obligations
of the Developer under this Agreement that are in default or, with the giving of notice or
passage of time, would be in default; or (2) stating, if and to the extent true, that to the
best knowledge and belief of the City, the Developer is in compliance with its duties and
obligations under this Agreement.
6.13 Applicable Law; Venue. This Agreement is being executed and delivered and is
intended to be performed in the State of Texas. Except to the extent that the laws of the
United States may apply, the substantive laws of the State of Texas shall govern the
interpretation and enforcement of this Agreement. In the event of a dispute involving this
Agreement, venue shall lie in any court of competent jurisdiction in Williamson County,
Texas.
6.14 Notice. Any notice referenced in this Agreement must be in writing and shall be
deemed given at the addresses shown below: (1) when delivered by a nationally
recognized delivery service such as FedEx or UPS with evidence of delivery signed by
any person at the delivery address regardless of whether such person is the named
addressee; or (2) 72 hours after deposited with the United States Postal Service, Certified
Mail, Return Receipt Requested.
To the City: City of Georgetown
P.O. Box 409
Georgetown, Texas 78627
or
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
Attn: City Manager
With a copy to: City of Georgetown
P.O. Box 409
Georgetown, Texas 78627
Attn: City Attorney
or
809 Martin Luther King Jr. St.
Georgetown, Texas 78626
Attn: City Attorney
PAGE 35
To the Developer: Lamy 2243
100 Congress Avenue, Suite 1450
Austin, TX 78701
Attn: Bennett Holcomb
and to
Cordova Real Estate Ventures
5515 Balcones Drive
Austin, TX 78731
Attn: Chris Whitworth
With a copy to: Metcalfe Wolff Stuart & Williams LLP
221 West 6th Street, Suite 1300
Austin, Texas 78701
Attn: Talley J. Williams
Any Party may change its address by delivering notice of the change in accordance with
this Section.
6.15 Conflicts; Amendment. In the event of any conflict between this Agreement and
any other instrument, document, or agreement by which either Party is bound: (1) first,
the provisions and intent of any applicable Indenture shall control, and (2) second, the
provisions and intent of this Agreement shall control subject only to the terms of any
applicable Indenture. This Agreement may only be amended by written agreement of the
Parties.
6.16 Severability. If any provision of this Agreement is held invalid by any court, such
holding shall not affect the validity of the remaining provisions.
6.17 Non -Waiver. The failure by a Party to insist upon the strict performance of any
provision of this Agreement by the other Party, or the failure by a Party to exercise its
rights upon a Default by the other Party, shall not constitute a waiver of such Party's right
to insist and demand strict compliance by such other Party with the provisions of this
Agreement.
6.18 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be
construed to confer upon any person or entity other than the City, the Developer, and
Transferees any rights under or by reason of this Agreement. All provisions of this
Agreement shall be for the sole and exclusive benefit of the City, the Developer, and
Transferees.
PAGE 36
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:Hcomptroller
texas p-ov/purchasing,/docs/sudan-list.gdf,
https:Hcomptroller.texas.gov/12urchasinp,/docs/iran-list.pd
or
https://comptroller.texas.gov/purchasing/docs/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
controls, is controlled by, or is under common control with the Developer and exists to
make a profit.
6.22 Anti -Boycott of Energy Companies. Pursuant to Section 2274.002 (as added by
Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code,
as amended, the Developer hereby verifies that it and its parent company, wholly- or
PAGE 37
majority- owned subsidiaries, and other affiliates, if any, do not boycott energy
companies and, will not boycott energy companies during the term of this Agreement.
The foregoing verification is made solely to comply with Section 2274.002, Texas
Government Code, as amended, to the extent Section 2274.002, Texas Government Code
does not contravene applicable Texas or federal law. As used in the foregoing verification,
"boycott energy companies" shall mean, without an ordinary business purpose, 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 with a
company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel -based energy and does not commit
or pledge to meet environmental standards beyond applicable federal and state law; or
(B) does business with a company described by (A) above. The Developer understands
"affiliate" to mean any entity that controls, is controlled by, or is under common control
with the Developer within the meaning of SEC Rule 405, 17. C.F.R. § 230.405, and exists
to make a profit.
6.23 Discrimination Against Firearm Entity or Trade Association. Pursuant to Section
2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas
Government Code, as amended, the Developer hereby verifies that it and its parent
company, wholly- or majority- owned subsidiaries, and other affiliates, if any,
(1) do not have a practice, policy, guidance or directive that discriminates
against a firearm entity or firearm trade association; and
(2) will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
The foregoing verification is made solely to comply with Section 2274.002, Texas
Government Code, as amended, to the extent Section 2274.002, Texas Government Code
does not contravene applicable Texas or federal law. As used in the foregoing verification,
"discriminate against a firearm entity or firearm trade association" (A) means, with
respect to the entity or association, to (i) refuse to engage in the trade of any goods or
services with the entity or association based solely on its status as a firearm entity or
firearm trade association; (ii) refrain from continuing an existing business relationship
with the entity or association based solely on its status as a firearm entity or firearm trade
association; or (iii) terminate an existing business relationship with the entity or
association based solely on its status as a firearm entity or firearm trade association; and
(B) does not include: (i) the established policies of a merchant, retail seller, or platform
that restrict or prohibit the listing or selling of ammunition, firearms, or firearm
accessories; and (ii) a company's refusal to engage in the trade of any goods or services,
decision to refrain from continuing an existing business relationship, or decision to
PAGE 38
terminate an existing business relationship: (aa) to comply with federal, state, or local
law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional
business reason that is specific to the customer or potential customer and not based solely
on an entity's or association's status as a firearm entity or firearm trade association. The
Developer understands "affiliate" to mean any entity that controls, is controlled by, or is
under common control with the Developer within the meaning of SEC Rule 405,17. C.F.R.
§ 230.405, and exists to make a profit.
6.23 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.
6.24 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.
6.25 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.
6.26 Homebuyer Disclosure Program. Developer shall implement and comply with
the Homebuyer Disclosure Program attached hereto as Exhibit J".
PAGE39
6.27 Exhibit List. The following exhibits are made part of this Agreement for all
purposes as if set forth in full:
Exhibit A
Improvement Area #1 and Improvement Area #2 Boundaries
Exhibit B
Certificate for Payment
Exhibit C
Closing Disbursement Request
Exhibit D
Maintenance Agreement (in the Development and Authorized Improvements A )
Exhibit E
Site Layout Plan
Exhibit F
Buyer Disclosure Program
Exhibit G
PSAP
Exhibit H
Chart Regarding Improvement Area #2 Development
Exhibit I
Improvement Area #2 Improvements
[Execution pages follow.]
PAGE 40
CITY:
CITY OF GEORGETOWN, TEXAS
ATTEST:
By: -
Robyn ensmore, City Secretary
APPROVE S TO FORM:
By:
Skye Masson, City Attorney
THE STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
THIS PID Financing and Reimbursement Agreement for the Bluffview Public
Improv meet District is acknowledged before me on this the day of
2023, by Josh Schroeder, Mayor of the City of
Georgeto Texas, on behalf of the City of Georget , Texas.
Notary Public, State of Texas
E
KAREN FROSTNotary ID # 1053608-4 My Commission Expires May 24, 2024
PAGE 41
DEVELOPER:
LAMY 2243, LTD., a Texas limited partnership
By: Bluffview 2021 GP, LLC, its General Partner
By: Y
Jeremy L. Sml 1, Manager
THE STATE OF TEXAS
COUNTY OF TRAVIS
THIS PID Financing and Reimbursement Agreement for e t fv.ew Public
A2021
em nt District is acknowledged before me on this the day of
2022, by Jeremy L. Smitheal, as manager of Bluffview
P, LLC, a Texas limited liability company, general partner of Lamy 2243, Ltd., a
Texas limited partnership, of behalf of thosv_�tities.
Angela R olvera
My Commission Expros
• ` : � 04/2112025
10 No 6808733
otar Public, State of Texas
PAGE 42
EXHIBIT A
IMPROVEMENT AREA #1 and IMPROVEMENT AREA #2
EXHIBIT A - COVER PAGE
fA-
Area #1
#2
EXHIBIT
FORM OF CERTIFICATE FOR PAYMENT
The undersigned is an agent for Lamy 2243, Ltd., a Texas limited partnership (the
"Develop") and requests the City of Georgetown, Texas (the "City') approve payment
from the [Bond Improvement Account of 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 Bluffview Public Improvement District. Unless otherwise defined, any
capitalized terms used herein shall have the meanings ascribed to them in the PID
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 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.
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXHIBIT B - PAGE I
5. The Developer is in compliance with the terms and provisions of the PID
Financing and Reimbursement Agreement, the SAP, and the Developer Continuing
Disclosure Agreement.
6. The Developer has timely paid all ad valorem taxes and annual installments of
Assessments it owes or an entity the Developer controls owes, located in the Bluffview
Public Improvement District and has no outstanding delinquencies for such assessments.
7. All conditions set forth in the Indenture (as defined in the PID 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
or for public use (e.g. public easement), and maintenance by the City, or the HOA (as
applicable, pursuant to the Maintenance Agreement required by the Development and
Authorized Improvements 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.
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXHIBIT B - PAGE 2
11. [THIS SECTION ONLY USED FOR DRAWS FROM BOND IMPROVEMENT
ACCOUNT OF PROJECT FUND UNDER IMPROVEMENT AREA #1 BOND
INDENTURE: With respect to PID Bonds for Improvement Area #1, no payments shall
be made that cause the aggregate amount of payments, when taking into account all
amounts previously paid from the Improvement Area #1 Bond Improvement Account of
the Project Fund (as defined in the Bond Indenture for the Improvement Area #1 Bonds
(the "Improvement Area #1 Bond Indenture"), to exceed DOLLARS
AND 00/100 ($ ) (the "Authorized Amount"). The Developer confirms that the
amounts requested under this Certificate for Payment when taking into account all
payments previously made from the [Improvement Area #1 Bond Improvement
Account] of the Project Fund shall not cause disbursements from the [Improvement Area
#1 Bond Improvement Account] of the Project Fund to exceed the Authorized Amount.]
12. [THIS SECTION ONLY USED FOR DRAWS FROM BOND IMPROVEMENT
ACCOUNT OF PROJECT FUND UNDER IMPROVEMENT AREA #2 BOND
INDENTURE: With respect to PID Bonds for Improvement Area #2, no payments shall
be made that cause the aggregate amount of payments, when taking into account all
amounts previously paid from the Improvement Area #2 Bond Improvement Account of
the Project Fund (as defined in the Bond Indenture for the Improvement Area #2 Bonds
(the "Improvement Area #2 Bond Indenture"), to exceed DOLLARS
AND 00/100 ($ ) (the "Authorized Amount"). The Developer confirms that the
amounts requested under this Certificate for Payment when taking into account all
payments previously made from the Improvement Area #1 Bond Improvement Account
of the Project Fund shall not cause disbursements from the Improvement Area #2 Bond
Improvement Account of the Project Fund to exceed the Authorized Amount.]
13. Payments requested are as follows:
a. X amount to Person or Account Y for Z goods or services.
b. Payment / Wire Instructions
Attached hereto as Supporting Documentation (see Attachments 2 — 4) are invoices,
cancelled checks, receipts, purchase orders, change orders, and similar instruments
which support and validate the above requested payments. Also attached hereto are "bills
paid„ affidavits and/or lien releases and supporting documentation in the standard form
for City construction projects.
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXHIBIT B - PAGE 3
Pursuant to the PID 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)
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXMBIT B - PAGE 4
I hereby declare that the above representations and warranties and the Supporting
Documentation provided are true and correct.
LAMY 2243, LTD.
a Texas limited partnership
By: Bluffview 2021 GP
Its: General Partner
LIM
Name:
Title:
Date:
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXHIBIT B - PAGE 5
Attachment I to Certificate for Payment
Work Completed under this Certificate for Payment
Description of Work Completed under Cost of Work Percentage of NA'ork
this Certification for Payment Completed Completed
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXHIBIT B - PAGE 6
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]
BLUFFVIEW PID
FNANCING AND REIMBURSEMENT AGREEMENTEXHIBrr B - PAGE 7
Attachment 3 to Certificate for Payment
Invoice Ledger, Invoices, Receipts, Worksheets
INVOICE LEDGER
Invoice Ledger
Entity: LAMY 2243, LTD.
Project: B&I'view 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]
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXHIBIT B - PAGE 8
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 Lamy 2243, Ltd. in Paragraph 2
of the Certificate for Payment and the Supporting Documentation are true and correct in
all material respects.
By:
Name:
Title:
Date:
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXHIBIT B - PAGE 9
APPROVAL OF REOUEST 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
Certificate (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:
BLUFFVIEW PID
FINANCING AND REIMBURSEMENT AGREEMENTEXHIBIT B - PAGE 10
EXHIBIT C
FORM OF CLOSING DISBURSEMENT REQUEST
The undersigned is an agent for LAMY 2243, LTD., 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 Bluffview 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 Financing and Reimbursement Agreement between the Developer and
the City (the "Reimbursement Agreement").
In connection with the above referenced payment, the Developer represents and warrants
to the City as follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute
this Closing Disbursement Request on behalf of the Developer, and is knowledgeable
as to the matters set forth herein.
2. The payment requested for the below referenced establishment, administration, and
operation of the PID and/or costs of issuance of the PID Bonds at the time of the
delivery of the PID Bonds have not been the subject of any prior payment request
submitted to the City.
3. The amount listed for the below costs is a true and accurate representation of the
Actual Costs associated with the establishment, administration and operation of the
PID at the time of the delivery of the PID Bonds, and such costs are in compliance
with the SAP.
4. The Developer is in compliance with the terms and provisions of the Reimbursement
Agreement, the SAP, and the Developer Continuing Disclosure Agreement, and the
Indenture.
5. All conditions set forth in the Indenture and the Reimbursement Agreement for the
payment hereby requested have been satisfied.
BLUFFVIEW PID
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT C -PAGE I
6. The Developer agrees to cooperate with the City in conducting its review of the
requested payment and agrees to provide additional information and documentation
as is reasonably necessary for the City to complete said review.
7. Payments requested hereunder shall be made as directed below:
[Information regarding Payee, amount, and deposit instructions attached]
I hereby declare that the above representations and warranties are true and correct.
LAMY 2243, LTD.
a Texas limited partnership
By: Bluffview 2021 GP
Its: General Partner
By:
Name:
Title:
Date:
BLUFFVIEW PID
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT C - PAGE 2
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 Certificate 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:
BLUFFVIEW PID
CONSTRUCTION, FINANCING AND REIMBURSEMENT AGREEMENT EXHIBIT C - PAGE 3
EXHIBIT D
MAINTENANCE AGREEMENT
EXHIBIT D -PAGE I
MAINTENANCE AGREEMENT
NAME OF OWNERS ASSOCIATION
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Maintenance Agreement (this "AZrev. ement") 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 "C"), and
., a Texas non-profit corporation (the
"Association"), (individually, a "Far " and collectively, the "Parties"), and is as
follows:
RECITALS
WHEREAS, the Bluffview Subdivision is a subdivision development and public
improvement district within the City's corporate limits known as the Bluffview
Public Improvement District (the "District") authorized by Resolution No. 032222-
AA passed and approved by the Georgetown City Council on March 22, 2022 (the
"PID Creation Resolution"), and which became effective with the recordation of same
in the Official Public Records of Williamson County, Texas as Document No.
containing approximately 68.080 contiguous acres and having single-
family and multi -family residential units; 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 1) Private Open Space, 2) Pedestrian Linkages,
Bluffview Drive Enhancements, 3) BNA Enhancements, 4) Southwest Bypass
Screening Walls, 5) Drainage Easements, 6) all drainage, water quality, stormwater
management ponds and other structures on the Developer Property, other than drainage
improvements directly associated with public roadways within the District, and 7) any
other Authorized Improvements located within an Enhanced Area Easement,] and
otherwise administer the affairs of the Association in accordance with the terms of
that certain "Development and Authorized Improvements Agreement" between the
City of Georgetown, Texas, a Texas home -rule municipal corporation situated in
Williamson County, Texas (the "City"), and Lamy 2243, Ltd., a Texas limited partnership
(the "Developer"), and also executed by A.C. Weir Properties, Ltd., a Texas limited
Page 1 of 13
partnership ("Weir") for certain purposes, dated effective 2023, (the
"Development Agreement"), and the Declaration of Covenants, Conditions and
Restrictions for the Bluffview Subdivision (or similarly titled document governing
the development, improvement, and sale of land in the District) dated effective
, and recorded under Document No. of
the Official Public Records of Williamson County, Texas; and
WHEREAS, the Association has the authority to levy Association 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 Development Agreement, the Authorized
Improvements located, or to be located, within the Enhanced Area Easements are 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 Enhanced Area Easements.
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 Development 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 "Association Assessments" means the assessments the Association impose for
the purposes of, among other things, funding its obligations under this
Agreement.
2.2 "Authorized Improvements" has the meaning given in the Development
Agreement.
Page 2 of 13
2.3 "Bluffview Drive Enhancements" has the meaning given in the Development
Agreement.
2.4 Bluffview Natural Area" has the meaning given in the Development
Agreement.
2.5 "BNA Enhancements" has the meaning given in the Development
Agreement.
2.6 "Drainage Easements" has the meaning given in the Development
Agreement.
2.7 Enhanced Area Easements" has the meaning given in the Development
Agreement.
2.8 "Parkland" has the meaning given in the Development Agreement.
2.9 "Parkland Improvements" has the meaning given in the Development
Agreement. `
2.10 Pedestrian Linkages" has the meaning given in the Development Agreement.
2.11 "Private Open Space" has the meaning given in the Development Agreement.
2.12 "Southwest Bypass Screening Walls" has the meaning given in the Development
Agreement.
3. GRANT OF LICENSE. The City hereby grants the Association, and its duly
authorized agents, a license to enter the [Bluffview Natural Area and Enhanced
Area Easements] 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, REPAIR, AND REPLACEMENT OBLIGATIONS.
4.1 The Association shall, at its sole cost and expense, perform or cause to be
performed, all maintenance, repair, and replacement work for [Authorized
Improvements located with the Enhanced Area Easements, the Bluffview
Natural Area, and the Private Open Space] including, but not limited to,
striping, painting and staining, paving, resurfacing, stonemasonry, 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, repair,
and replacement 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, repair and replacement work related to the
Drainage Easements including, but not limited to, regular mowing,
clearing, and weed control, and keeping the areas free of all trash and
debris.
Page 3 of 13
4.3 If damages to public infrastructure occur as a result of poor or inadequate
maintenance of same, 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 Bluffview Natural Area or any Enhanced Area Easement.]
6. ASSOCIATION ASSESSMENTS.
6.1 The Association shall levy Association Assessments in such amounts
necessary to perform its responsibilities under this Agreement.
6.2 The Association shall also levy Association Assessments in amounts, as
reasonably determined by the City, necessary to replace any [Authorized
Improvements located within the Private Open Space, Bluffview Natural
Area and Enhanced Area Easements] at the end of their useful life.
7. CITY RIGHTS AND RESPONSIBILITIES.
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
[Bluffview Natural Area and all Enhanced Area Easements].
7.2 The City shall be responsible for maintaining the Parkland Improvements
within the Parkland.
7.3 Nothing in this Agreement shall be construed to limit in any way the power
of the City to alter or improve the [Bluffview Natural Area, Enhanced Area
Easements, Parkland, Parkland Improvements, or any 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.
Page 4 of 13
8.1 Prior to the commencement of any work 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
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 Citymay 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:
Page 5 of 13
orkers' Compensation
ployers' Liability
mmercial General Liability Insurance
lude coverage for the following:
Premises operations
Eb. Independent Contractors
Products/completed operations
Personal Injury
Contractual Liability
Ef. Environmental Impairment/Impact
Sufficiently broad to cover disposal liability
{g. Broad form property damage, to incluc
Eire legal liability
Automobile Liability
vehicle
on -owned vehicle
ired Vehicles
tutory
1,000,000 / $1,000,000 / $1,000,000
or Bodily Injury and Property
>amage of $1,000,000 per
ccurrence; $2,000,000 General
►ggregate, or its equivalent in
Tmbrella or Excess Liability
age
.ombined Single Limit for Bodily
ljury 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
Page 6 of 13
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
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.
Page 7 of 13
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 not be terminated by the
Association.
10.2 Termination by the City This Agreement may be terminated at any time by the
City, if such termination 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 Bluffview Natural Area or an Enhanced Area Easement]
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 items it is required to maintain, repair, and
replace; 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.
Page 8 of 13
10.3 Once this Agreement has been terminated, the City will perform maintenance
only as consistent with the level of maintenance of other such City
improvements, if any.
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.
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
Page 9 of 13
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.
Page 10 of 13
EXECUTED to be effective as of the date of final signature below (the "I ffectivc
Date").
THE ASSOCIATION:
By:
Name:
Title:
Address for Notice:
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me this
202_ by
a Texas non-profit corporation on behalf of said corporation.
day of
President of
B3 -:
NOTARY PUBLIC, STATE OF TEXAS
Page 11 of 13
THE CITY:
City of Georgetown, Texas, a home -rule
municipality
Josh Schroeder, Mayor
ATTEST:
32
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
am
Skye Masson, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this day of
202_ by Josh Schroeder, Mayor of the City of Georgetown, Texas, a home -rule
municipality, on behalf of the City of Georgetown, Texas.
By:
NOTARY PUBLIC, STATE OF TEXAS
Page 12 of 13
ACKNOWLEDGEMENT OF DEVELOPER
By the signature of its duly authorized representative appearing below, LAMY
2243, Ltd., a Texas limited partnership, acknowledges its obligations under Section
"Maintenance Agreement, set forth in that certain "Development and Authorized
Improvements Agreement," dated to be effective on , 2023 between
LAMY 2243, Ltd. (as "Developer") and the City of Georgetown, Texas.
LAMY 2243, LTD.,
a Texas limited partnership
By: Bluffview 2021 GP, LLC,
a Texas limited liability company,
its General Partner
By:
Name:
Title:
STATE OF TEXAS §
§
COUNTY OF TRAVIS §
This instrument was acknowledged before me on this the _ day of
2023, by of
Bluffview 2021 GP, LLC, a Texas limited liability company, as General Partner of LAMY
2243, LTD., a Texas limited partnership, on behalf of said entities.
(SEAL)
Notary Public, State of Texas
Page 13 of 13
EXHIBIT E
SITE LAYOUT PLAN
EXHIBIT E -PAGE I
�. \
'_
\ �-
�i
EXHIBIT F
BLUFFVIEW PUBLIC IMPROVEMENT DISTRICT
LOT TYPE
BUYER DISCLOSURE
BUYER DISCLOSURE PROGRAM
1. A Builder' for an Assessed Property shall provide each residential homebuyer or
purchaser of commercial property (the 'Buyer") with the "NOTICE OF OBLIGATIONS
RELATED TO PUBLIC IMPROVEMENT DISTRICT" in accordance with the PID Act and
in the form of the applicable buyer disclosure attached to the SAP as Exhibit L-1, Exhibit
L-2 and Exhibit L-3.
2. A Builder for an Assessed Property shall provide evidence of compliance with 1
above, signed by such Buyer, 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 (a) constructing and/or selling residences to
individual home buyers and/or (b) developing, constructing and /or selling commercial property to end users (e.g.,
multifamily, office).
EXHIBIT F — PAGE 1
EXHIBIT G
PRELIMINARY SERVICE AND ASSESSMENT PLAN
EXHIBIT G - PAGE I
Bluffview Public Improvement
District
PRELIMINARY SERVICE AND ASSESSMENT PLAN
FEBRUARY 7, 2023
TABLE OF CONTENTS
Tableof Contents.........................................................................................................................—
1
Introduction....................................................................................................................................
2
SectionI: Definitions ............................ .........................................................................................
..3
Section II: The District .....................................................................................
.............................. 10
Section III: Authorized Improvements..........................................................................................
10
SectionIV: Service Plan.................................................................................................................
14
SectionV: Assessment Plan..........................................................................................................
14
Section VI: Terms of the Assessments..........................................................................................
17
SectionVII: Assessment Roll.........................................................................................................
23
Section Vill: Additional Provisions................................................................................................
23
Listof Exhibits...............................................................................................................................
25
Exhibit A-1— District Legal Description.........................................................................................
26
Exhibit A-2 — Improvement Area #1 Legal Description.................................................................
30
Exhibit A-3 — Improvement Area #2 Legal Description.................................................................
31
Exhibit B— District Boundary Map................................................................................................
32
ExhibitC—Authorized Improvements..........................................................................................33
Exhibit D — Service Plan — Five Year Plan......................................................................................
34
Exhibit E — Service Plan — Sources and Uses.................................................................................
35
ExhibitF — Assessment Roll...........................................................................................................
36
Exhibit G — Improvement Area #1 Annual Installments...............................................................
37
Exhibit H — Maximum Assessment per Lot Type...........................................................................
38
Exhibit I — Maps of Authorized Improvements.............................................................................
39
Exhibit J — Lot Type Classification Map.........................................................................................
45
Exhibit K — Notice of PID Assessment Termination......................................................................
46
Exhibit L-1— Lot Type 1 Buyer Disclosure.....................................................................................
49
Exhibit L-2 — Lot Type 2 Buyer Disclosure.....................................................................................
55
Exhibit L-3 — Lot Type 3 Buyer Disclosure.....................................................................................
61
BLUFFVIEW PID PRELIMINARY 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 March 22, 2022, the City passed and approved Resolution No. 032222-AA, 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 68.080 acres within the corporate limits of the City, as described legally
by metes and bounds on Exhibit A-1 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.
BLUFFVIEW PID PRELIMINARY 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. The Additional Interest Rate is not charged on
Assessments securing the Reimbursement Obligation.
"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" means the actual or budgeted costs and expenses relating to collecting
the Annual Installments, 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
BLUFFVIEW PID PRELIMINARY 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, as 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 -Benefited 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 all or a
portion of the 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" means Public Improvements authorized by Section 372.003 of the
PID Act, including District Formation Expenses, First Year Annual Collections Costs (as described
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 4
in Section III (D) herein), and Bond Issuance Costs, if PID Bonds are issued, as more specifically
described in Section Ill.
"Bond Issuance Costs" mean the costs associated with issuing PID Bonds, if issued, including but
not limited to attorney fees, financial advisoryfees, consultant fees, appraisal fees, printing costs,
publication costs, City costs, capitalized interest, reserve fund requirements, underwriter
discount, fees charged by the Texas Attorney General, and any other cost or expense directly
associated with the issuance of PID Bonds, if bonds are issued.
"City" means the City of Georgetown, Texas.
"City Council" means the governing body of the City.
"County" means Williamson County, Texas.
"Creation Resolution" means Resolution No. 032222-AA, approved by the City Council on March
22, 2022, which authorized the creation of the District.
"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 68.080 acres within the corporate limits of the City, as
described legally by metes and bounds on Exhibit A-1 and as depicted by the map on Exhibit B.
"District Formation Expenses" means costs incurred creating the District, including attorney
fees, consultant fees, and other fees and expenses related to the formation of the District and
the levy of Assessments.
"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.
"Improvement Area #1" means approximately 44.3 acres located within the District, as shown
on Exhibit B and more specifically described in Exhibit A-2.
"Improvement Area #1 Annual Installment" means the annual installment payment of the
Improvement Area #1 Special Assessment as calculated by the Administrator and approved by
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 5
the City Council that may include: (1) principal, (2) interest, (3) Administrative Expenses, and (4)
Additional Interest, if PID Bonds are issued.
"Improvement Area #1 Assessed Property" means any Parcel within Improvement Area #1
against which an Improvement Area #1 Special Assessment is levied.
"Improvement Area #1 Assessment Roll" means the assessment roll for the Improvement Area
#1 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 or in connection with any Annual Service Plan Update.
"Improvement Area #1 Improvements" mean Authorized Improvements which only benefit
Improvement Area #1 Assessed Property as described in Section III and as shown on Exhibit I.
"Improvement Area #1 Projects" mean the Improvement Area #1 Improvements and
Improvement Area #1's allocable share of the Major Improvements.
"Improvement Area #1 Special Assessment" means $4,225,000.00 in Assessments levied against
Assessed Property within Improvement Area #1 and imposed pursuant to an Assessment
Ordinance, as shown on the Improvement Area #1 Assessment Roll, subject to reallocation upon
the subdivision of such Parcel or reduction according to the provisions herein and in the PID Act.
"Improvement Area #1 Reimbursement Obligation" means an amount not to exceed
$4,225,000.00 payable from Assessments to be paid to the Owner pursuant to the
Reimbursement Agreement.
"Improvement Area #2" means approximately 24.3 acres located within the District, as shown
on Exhibit B and more specifically described in Exhibit A-3.
"Improvement Area #2 Bonds" mean bonds issued to fund Improvement Area #2 Improvements
(or a portion thereof) that are secured by Assessments levied on Assessed Property within
Improvement Area #2.
"Improvement Area #2 Improvements" mean those Authorized Improvements which will confer
a special benefit solely on the related Improvement Area #2.
"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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 6
"Landowner Agreement" means that certain Landowner Agreement between the City and
Owner dated , as may be further amended.
"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 50' residential lot within Improvement Area #1 by the
Owner, as shown on the map attached as Exhibit L-1.
"Lot Type 2" means a Lot designated as a 60' residential lot within Improvement Area #1 by the
Owner, as shown on the map attached as Exhibit L-2.
"Lot Type 3" means a Lot designated as a 60' "Bluffs" residential lot within Improvement Area #1
by the Owner, as shown on the map attached as Exhibit L-2.
"Major Improvements" mean improvements authorized by Section 372.003 of the PID Act that
confer a special benefit to the Assessed Property within the District and are eligible to be repaid
with Assessments. These improvements are specifically described in Section III.A and are shown
on Exhibit I.
"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 -Benefited 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 Lamy 2243 Ltd., 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,
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 7
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.
"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.
"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 the "PID Financing and Reimbursement Agreement
Bluffview Public Improvement District" between the City and the Owner pursuant to which the
City agrees to levy Assessments on an improvement area and all or a portion of such Assessments
are paid to the Owner to reimburse the Actual Costs related to such Improvement Area.
"Reimbursement Obligation" means an amount not to exceed $15,000,000 as provided in
Section 2(c) of the Creation Resolution, to be paid to the Owner pursuant to the Reimbursement
Agreement.
"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.
"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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 8
"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, if
issued, secured by Assessments levied on the Parcel are issued. If the Trigger Date occurs on or
before July 3111 of the then current year, then Assessments will be due the January 315t of the
following year. If the Trigger Date occurs after July 315Y 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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 9
SECTION II: THE DISTRICT
The District includes approximately 68.080 acres within the corporate limits of the City, as
described legally by metes and bounds on Exhibit A-1 and as depicted by the map on Exhibit B.
Development of the District is anticipated to include 105 single-family homes and 181 residential
condominiums as well as associated rights -of -way, landscaping, and infrastructure necessary to
provide roadways, drainage, and utilities to property within the District.
Improvement Area #1 includes approximately 44.3 acres as more particularly described on
Exhibit A-2 and depicted on Exhibit B. Development of Improvement Area #1 is anticipated to
contain 105 single-family homes.
It is anticipated there will be an additional Improvement Area #2 within the District. As the
Improvement Area #2 is developed and in connection with the issuance of any Improvement Area
#2 Bonds, or the levy of Assessments in Improvement Area #2 pursuant to a Reimbursement
Agreement, this Service and Assessment Plan will be amended to update the Exhibits. A map of
the property that will comprise the Improvement Area #2 is depicted on Exhibit B.
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. Major 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. Major Improvements
• Street and Parkland Improvements
The street improvements include clearing and grubbing, excavation/embankment,
subgrade preparation, flexible base, Hot Mix Asphalt Concrete, curb and gutter, traffic
control, concrete sidewalk/path/trail, trail low water crossing, sidewalk ramps, street
marking and signs, saw cut and tie to existing pavement, and tree protection. In addition
to the entrance road from FM 2234 to the Park Entry Drive , the Street and Parkland
Improvements specifically include the following:
o Parkland Entry Road — Includes the roadway to be constructed by the Owner in
conformance with the UDC's standards for driveways, except as follows: (a) the
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 10
roadway shall be at least 24 feet wide (measured back of curb to back of curb); (b)
the roadway shall have a maximum slope of 15%; (c) the roadway shall have curbs,
but the type of curbing may vary (as long as the type is allowed by the UDC); (d)
the roadway shall have a 5-foot wide concrete sidewalk on one side following the
slope of the centerline of the Parkland Entry Road and which is required to comply
with the ADA requirements for sidewalk slopes unless the sidewalk slope falls into
an exception within the ADA and/or the regulations implementing the ADA
codified at 28 C.F.R. Chs. 35 (title II) and 36 (title II); (e) the roadway shall include
the Fire Truck Turnaround Easement. The Parkland Entry Road shall commence at
the terminus of Bluffview Drive on the District and terminate at the Trailhead
Parking Lot on the Additional Weir Parkland.
o Parkland Entry Sign - includes a sign located at the head of the trailhead parking
lot near the area where the Bluffview Trail begins, and which is 12 feet high and
12 feet wide, with letters stating "South San Gabriel River Trailhead" and
consisting of native stone and metal.
o Trailhead Parking Lot - includes a paved parking lot meeting the standards for
parking lots in the UDC to be constructed by the Owner on the Additional Weir
Parkland consisting of at least 13 vehicular parking spaces, inclusive of at least one
handicapped parking space, situated at the terminus of the Parkland Entry Road.
o Bluffview Trail - includes an eight -foot (8') wide concrete trail with potentially up
to two low water crossings to be constructed by the Owner commencing at the
Trailhead Parking Lot, crossing through the Parkland, and connecting to the San
Gabriel Regional Trail Extension.
• Water
Water improvements include tie to existing 16" water line, trench safety, pressure
reducing valve with box, water lines, gate valves, fire hydrants, valve casting adjustments,
cast iron fittings, services, irrigation sleeves, air release valves, and automatic flush valve.
■ Wastewater
Wastewater improvements includes an 18" wastewater line (shown as Wastewater Trunk
Line in cost estimates) that will not only serve this project but future development to the
west of Southwest Bypass. Other wastewater improvements include, 8" and 10"
wastewater lines, trench safety, manholes, extra depth, raise manhole castings, bore with
encasement, connect to existing line, and services.
■ Drainage
The drainage includes storm sewer, trench safety, manholes, junction boxes, curb inlets,
grate inlets, berms, berm/swale, channel, and headwall. The water quality/detention
ponds are excluded from Public Improvements.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 11
■ Permanent Restoration
Permanent Restoration include hydro -mulch seeding and reinforced matting.
• Temporary Erosion Controls
Temporary Erosion Controls include stabilized construction entrance, silt fence rock bern
and curb inlet protection.
■ Landscaping
Includes rock wall, rock columns, entry monument and landscaping
(trees/scrubs/sod/plantings), irrigation, electrical for irrigation, and landscape and
landscape/monument lighting.
Landscaping Improvements includes the Bluffview Natural Area (BNA) Enhancements
which includes the following:
"BNA Enhancements" shall mean all of the following:
a. five foot (5') wide ADA-compliant concrete sidewalk looping the perimeter of the
Bluffview Natural Area and connecting to the existing sidewalk in River Down Road
and to the street constructed by the Owner along the east side of the District;
b. three park benches;
c. four parallel parking spaces on the street to be constructed by the Owner along the
west side of the District adjacent to the Bluffview Natural Area, together with
signage in a form and location approved by the City' Representative stating that the
parking places are reserved for visitors to the Bluffview Natural Area; and
d. a wrought iron or rod fence.
• Soft Costs
Includes 15% contingency, 12% engineering and surveying and 4% project management.
B. Improvement Area #1 Improvements
• Street and Parkland
Improvements include clearing and grubbing, excavation/embankment, subgrade
preparation, flexible base, Hot Mix Asphalt Concrete, curb and gutter, traffic control,
streetlights, concrete sidewalk/path/trail, sidewalk ramps, street marking and signs, saw
cut and tie to existing pavement, and tree protection.
• Water
Water improvements include tie to existing water line, trench safety, water lines, gate
valves, fire hydrants, valve casting adjustments, cast iron fittings, services, and automatic
flush valve. Water line to serve the commercial tracts have been excluded from the PID
Improvements.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 12
■ Wastewater
Wastewater improvements include wastewater lines, trench safety, manholes, extra
depth, raise manhole castings, bore with encasement, connection to existing line and
services.
■ Drainage
The drainage includes storm sewer, trench safety, manholes, junction boxes, curb inlets,
grate inlets, berms, berm/swale, channel, and headwall. The water quality/detention
ponds are excluded from PID Improvements, per City of Georgetown's request.
■ Permanent Restoration
Permanent Restoration includes hydro -mulch seeding reinforced matting.
■ Temporary Erosion Controls
Temporary Erosion Controls include stabilized construction entrance, silt fence rock berm
and curb inlet protection.
■ Soft Costs
Includes 15% contingency, 12% engineering and surveying and 4% project management
assumptions.
C. District Formation Expenses
Costs incurred creating the District, including attorney fees, consultant fees, and other
fees and expenses related to formation of the District and the levy of Assessments.
D. 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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 13
■ 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.
E. First Year Annual Collection Costs
Estimated cost of the 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 Improvement Area #1 Reimbursement Obligation owed under the Improvement Area #1
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, interest, and Additional 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
BLUFFVIEw PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 14
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 Owner
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 as follows:
■ Major Improvements shall be allocated pro rata between the Improvement Area #1
Assessed Property and Improvement Area #2 based on Estimated Buildout Value, as
shown on Exhibit C.
• The Improvement Area #1 Improvements are allocated entirely to the Improvement Area
#1 Assessed Property.
• Bond Issuance Costs and First Year Annual Collection Costs shall be allocated entirely to
the Assessed Property securing the applicable series of PID Bonds.
When, and if, Improvement Area #2 is developed and the issuance of Improvement Area #2
Bonds are contemplated, this Service and Assessment Plan will be amended to determine the
assessment methodology necessary to apply equal shares of Actual Costs of Improvement Area
#2 Improvements on Assessed Property similarly benefited within that Improvement Area #2.
B. Assessments
Improvement Area #1 Assessments will be levied on the Improvement Area #1 Assessed Property
as shown on the Improvement Area #1 Assessment Roll, attached hereto as Exhibit F. The
projected Improvement Area #1 Annual Installments are shown on Exhibit G, subject to revisions
made during any Annual Service Plan Update.
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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 15
When, and if, Improvement Area #2 is developed and the levy of Assessments on Improvement
Area #2 is contemplated, this Service and Assessment Plan will be amended to determine the
Assessment and Annual Installment associated with the costs of Improvement Area #2
Improvements on each Lot located within Improvement Area #2. The Assessment shall not
exceed the benefit received by the Assessed Property. Prior to the Trigger Date for the collection
of Annual Installments for a given Improvement Area #2 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.
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 Improvement Area #1 Projects and the applicable First Year Annual
Collections costs and Bond Issuance Costs equals $7,206,217 as shown on Exhibit E;
and
• The Improvement Area #1 Assessed Property receives special benefit from
Improvement Area #1 Projects and applicable share of First Year Annual Collections
Costs and Bond Issuance Costs equal to or greater than the Actual Costs of the
Improvement Area #1 Projects and applicable share of First Year Annual Collections
Costs and Bond Issuance Costs; and
• Improvement Area #1 Assessed Property will be allocated 100% of the Improvement
Area #1 Assessments levied on the Improvement Area #1 Assessed Property for
Improvement Area #1 Projects and the applicable First Year Annual Collection Costs
and Bond Issuance Costs, which equal $4,225,000, as shown on the Improvement
Area #1 Assessment Roll attached hereto as Exhibit F; and
■ The special benefit (>_ $7,206,217) received by the Improvement Area #1 Assessed
Property from the Improvement Area #1 Projects and applicable First Year Annual
Collection Costs and Bond Issuance Costs is greater than the amount of Assessments
($4,225,000) levied on the Improvement Area #1 Assessed Property for the
Authorized Improvements; and
■ At the time the City Council approved the Assessment Ordinance, the Owner owned
100% of Improvement Area #1. In a Landowner Agreement with the City, the Owner
acknowledged that the Improvement Area #1 Projects and applicable First Year
Annual Collections Costs and Bond Issuance Costs confer a special benefit on
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 16
Improvement Area #1 Assessed Property 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 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 Improvement Area #1 Assessed Property.
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 Improvement Area #1
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. If and when PID Bonds are issued, Additional Interest shall be
collected as part of each Annual Installment and shall be deposited pursuant to the
applicable 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
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN i7
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
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 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 -Benefited 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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 18
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
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 -Benefited 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
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 19
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.
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 -Benefited 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
BLUFFVIEw PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 20
reclassification of the Taken Property as Non -Benefited 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
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 -Benefited 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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 21
Notwithstanding the previous paragraphs in this subsection (F), the Assessments shall not,
however, be reduced to an amount less than the outstanding PID Bonds, if issued.
G. Payment of Assessment in Annual Installments
Assessments that are not paid in Lull shall be due and payable in Annual Installments. 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 District, the Annual
Installment will be billed to each property ID within the District 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, if issued, 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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 22
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 Vill: 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
11t 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
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 23
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.
E. Form of Buyer Disclosure
Per Section 5.014 of the Texas Property Code, as amended, this Service and Assessment Plan, and
any future Annual Service Plan Updates, shall include a form of the buyer disclosures for the
District. The buyer disclosures are attached hereto as Exhibit L-1, Exhibit L-2 and Exhibit L-3.
Within seven days of approval by the City Council, the City shall file and record in the real property
records of the County the executed ordinance approving this Service and Assessment Plan, or
any future Annual Service Plan Updates. The executed ordinance, including any attachments,
approving this Service and Assessment Plan or any future Annual Service Plan Updates shall be
filed and recorded in its entirety.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 24
LIST OF EXHIBITS
Exhibit A-1 District Legal Description
Exhibit A-2 Improvement Area #1 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 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
Exhibit L-1 Lot Type 1— Buyer Disclosure
Exhibit L-2 Lot Type 2 — Buyer Disclosure
Exhibit L-3 Lot Type 3 — Buyer Disclosure
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 25
EXHIBIT A-1— DISTRICT LEGAL DESCRIPTION
kULD NOTES
,0WACRE 'I'16tACT
ALL THAT CERTAIN .PARCEL OR TRACT OF LAND
OUT OF TYE JOSEPH 'ffTOMPSOd SURVEY,
ABSTRACT _ N0. 608, WILLIAMSON COUNTY,
TEXAS,- BF..INO A PORTION OF THOSE TRACTS OF
LAND AS CON'VEM TO A.C. WEIR PROPERTIES,
LTD. BY 8PECI.441 WARRANTY DEED RECORDED
TN DOCLUENT NO. 2005090431 OF THE ()MC°IAL
2,UBLIC RECORDS OF WIL%IA14SON COUNTY,
' 1XAS, AND B-JNG MORE PARTICULARLY
DESCRIBED 13Y Nffi-M AND BOUNDS AS
FOLLOWS.
COMMENCING for POINT OF REFERENCE at a W
iron rod fond on the tx vrest night -of way line of F,M.
Highway 2243 at the snutlewest cornier of the Resubciivisiun
of Riverview Estates, a subdivision as recorded in C"et
K, Slides 51-53 of the Plat Records of Widi=soa County,
Texas, said irm tod found also being on the east line of the
above des nbed A.C. Weir Properties, Ltd. Traci; Thence,
With the nudhwcst right -of -Way line of F M. Highway
2243, S18106 WE a disWwc of 20,48 ,feet to a h� iron rod
set with cap stamped TERRA FURLM i at the southeast
comer of said A.C. Weir Properties, Ltd. Treat, and
S59034a3211W a distance of 314.07 feelt to a 14" iron rod set
with cap stamped TERRA FiRNIA for the most southerly
southeast corner and Powr OF BEOTNNING of the
herein described triad,
TEMNCE, Wntinuing with the northwest right-of-way line of F.M, H.igftaray 2243,
S59034'2"W a distme of 115.32 fcd to a lob' iron rod tot with cap staupod TERRA FLKMA
far the moat southerly comer of this tact;
THENCE, along a curve to the left an aarc distt = of 37.42 feet, having a rudius of 25.00
feet, and a chord which brags N16142102'E a distance of 34.02 feet to a W1 iron rod sit with cap
stamped TERRA FIRMA at a point of tangency;
SCE N26'1(Y27"W a distm-we of 253.55 feet to a %" iron rod set with cep stamped
TERRA FIRMA for an .inside oorncr of this tract;
T ENCE S63a4933"W a distawe of 170.91 feet to a W' irm rod let with clop staffed
TERRA MMA at an angle point;
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 26
'111h,NCk3 559°19'55"'W a distance of 261.37 feet to a'Ia'" iron coal set taxnped
with cV 9
TERRA FIRMA on the proposed east right-of-way line of he proposed State Highway No. 29
Bypass, from which a %" iron rod found with cap stumped "Diamond" bears S30°40'05"E a
distanm of 257.86 feet;
ONCE, with the proposed east right- way line of said proposed State Idighwvay Nn- 29
Bypass, the foL'owing foul (4) writs
1) N30040'05"W a distance of 406,16 feet to a %" ixon rod found with cap stamped
`Diamond" at an angle point,
2) NW54'41'rW a distartae 9f 694.43 feat to a W' iron rod found with carp stamped
"Diamond" at an angle point;
3) N40022'42"W a distance of 629.23 feet to a 'W iron rod found with cap stanPed
"Diamond" at a. point of curvature of a clove to the right; and
4) Along said cure to tht right an arc distance of 168_91 ftxt, having a radius of 6870.00
feet, and a chord winch beats N24°52'26" W a distance of 368.87 feet to a '1a" iron rod
get with cap stamped TERRA FIR14 A for the most westerly corner of this tract;
TH EN4CE N2602569"E a distance of 1,134.86 feet to a YT iron rod set with cap starnped
'fE`I1vRA p'UUMA at an angle point:;
T 1IENCE N01027'4VE paw a'A" iron rod set for reference with cap starnped TERRA
FHUAA at; 826.03 ftwt, axtd contintung on for a total distance of 911.03 feet to a point at the
approximate cenOufine of the SoA Sara Gabriel River for the northwest comes of this trxt
*moiCE, with the approximate centcrlint of the Smith San Gabrcl River, N75°35'38"E
a distance of 127.94 feet to a paint for the anordwast career Of this track
THENCF, with the west lime of said Resnbdivision of Riverview Estates, the follorering
twenty -flour (24) courses-
1) SI8°48'46"E, pass a %z'' iron rud foamd at a distance of 65.65 feet, and continuing on
for a total distance of 90,35 fret tea a lrz" iron rod found at an angle point;
2) UV3437"E, pass a '/z" iron rod found at a distance of 71.61 feet, and ccmtauui.V on
for a total distance of 493.07 feet to a %" iron rod found at an angle point;
3) S1993'44"U, a distance of 325.99 feet W a''A" iron rod gst with trap star npe d TERRA
FalvtA at an angle point;
4) S14140'14' I; a distance of 77.23 feet to a 'ri" iron rod found at the most Westerly
southwest corner of Lot 8, Block `6' of said Rcsubdivision of Rivervicnv Fstates for an
interior corner of this trust;
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 27
5) N72''02'33" B a distance of 28.27 feet to a V3" iron rod set with coop startz* 'fERFA,
FIRMA at an interior comer of said Lot 8, Block. V for are extezl4r cos for of this tract;
6) S30°3057"E a distance of 4631 feet to a %" iron rod sct with cap stamped TERRA
rIFIV4A at an aerie point;
7) 32V59'57'E a distance of 70.29 feet to a 60D nail found on dw north fight -of- ay foot
of River Down Road;
9) S19115'27"E a dismace of 49.97 feet to a'A" iron rod set on the south right-of-way line
of River Down Road;
9) S20°23'07"B a distance of 161.74 feet to it Y:" ixon rod found at an angk point;
10) S l SV48'07" E a distance of 150.06 feet to a W iron nod foenad at an w1gle point;
11) S20°04' 17"E a distance of 127.72- feet to a W iron rod found at an angle paniti
12) S 19"01'36"E a distame, of 44,65 feet to et Yz" imn rocs rot at au ogle point;
13) S1+3°20'25"B a distance of 149.00 feet to a °A' ison rod found at an art& point;
14) S20111'22"E a distance of 150.99 feet to a Mi„ iron zvd set with cap stamped TERRA
F7RMA at an angle point;
13) S2V23'2'1"E a distance of 151.07 feet to a %" iron rod found at an an& polm;
16) S21'59008"l a distance of 123.93 feet to a Ya" iron rod found at an angle point;
17) S21154124'E a distance of 133.89 feet to a Y" iron rod found on the north right-of-way
lim of Sent free Drive;
18) S2 D'l"341f- a distame of 50.02 feet to a Ys' iron rod found on the south right-of-way
line of Bent Tree Drive,
19) S21 "48'52"B a distance of 180.94 feet to a W" iron rod fecund at an ale point;
20) S2103 l'441% a distance of229.94 feet to a h" iron rod found at an angle point;
21) 82110YOT 1 a. distm= of 78.31 fcet to a V5" iron rod foamed at ma angle pojxa�
22) S 18'3047"E a distamv of 8.80 feet to a W' zr wd found at an angle point;
23) S19°5233"E. a diistwwo of 95.88 feet to a'/a" iron rend found at an ale point; and
v - . - - _-_x
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 28
24) S 1 PSTOS" E a dL%Atux of 100." fftt W a /," icon rod set Wilk cap stamped I l ttx.4
FIRMA for an outside r:am r of the tract, from which a 'W ima rod found hears
S 18452'1l� a dlstanGa of 60.0+4
THENCE S51YO5'WW a dswae Of 3117.75 rket to a K" Ltoa turd ad With 99P clamped
33;RRA FIRMA for so inside eorawr of t16 tract,
TA54CE s15,45,55,E a 4aOaacc of JZ7,26 Feet to a `A" iran fad set math clap AMPW
T8RRA FIR144A at a poW of cuMtcuc O(A =K to dw loft:
THENCE along said wrve to the 1rs8 an ate Al mvo of 4M flaet, having a radius of
267,50 Eout, and a diord which hems S20'58'I 113 a dislawc of 4U3 %l to a K" iron tad set
with cap sh mped TERRA F11t1t11A at a paint of tenzenCY:
THENCE 336110,27,E a distance of 3UJ5 fmt to a 'W' irim rod sat with COP 31=Ped
TERRA FIRMA at a point of eta emc of n cut" m dte
THENCE along said curve to the left an are distance of 41.12 feet: having a radius of
25.00 &M and a chord which bean S73°I1158"E a distance of 3664 fret to the POINT OF
BEQNNWU. and containing 68.080 acres of Lmd, mere or less.
1 HEREBY CERTIFY that theme noiea were PmPft-cd by Term Firma Land Sury ying from a
survey nmdo on the ground on hnua y 24, 2013 under my supervision and are arue and corm d m
the bast of my lrnowledga. Refinnoe Tetra Flams '+:n•ay. Project No. A497.001-01.
•I r E�.si L
onatitan O. Nobles Datc
Registered Prof ssinnal Land SurvcyorNo, 5777
Client, Capiuli City Fatt"m
mare- Matra 6, 2913
WO No-, 0A497-001-01MG1
FB-- mc2 639119
Fibs~ J:1Frojc 497-.-WI-01...0-090AC FNAac
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 29
EXHIBIT A-2 - IMPROVEMENT AREA #1 LEGAL DESCRIPTION
[LEGAL DESCRIPTIONS WILL BE COMPLETED IN THE SUBDIVISION CONTRUCTION PLAN PROCESS
AND ATTACHED TO THE SAP PRIOR TO SAP APPROVAL]
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 30
EXHIBIT A-3 - IMPROVEMENT AREA #2 LEGAL DESCRIPTION
[LEGAL DESCRIPTIONS WILL BE COMPLETED IN THE SUBDIVISION CONTRUCTION PLAN PROCESS
AND ATTACHED TO THE SAP PRIOR TO SAP APPROVAL]
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 31
EXHIBIT B - DISTRICT BOUNDARY MAP
2000 1000 10 20 00 —4uQ
IN Ir-LL; I
L
TT
U
BLUFFVIEW
LJA Engineering, Inc. 1A
&-AIN 11 PtoW51'243):"
APPENDIX A
SL49 100 Fw. 517 439, P5
yes jll reams WJ5 RN F-13Ha
I OF 1
N
LOCATION MAP
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 32
EXHIBIT C — AUTHORIZED IMPROVEMENTS
Total
..
MW
..
Major Improvements
Street and Parkland
$ 1,864,110
48.40%
$ 902,200
51.60%
$
961,909
Water
372,048
48.40%
180,065
51.60%
191,983
Wastewater
770,285
48.40%
372,806
51.60%
397,479
Drainage
430,935
48.40%
208,566
51.60%
222,369
Permanent Restoration
123,950
48.40%
59,990
51.60%
63,960
Erosion Control
61,185
48.40%
29,613
51.60%
31,572
Landscape
936,000
48.40%
453,010
51.60%
482,990
Soft Costs [a]
1.113,139
48.40%
683,937
51.60%
729,201
$ 5,971,651
$ 2,890,187
$
3,081,464
Improvement Area #1 Improvements
Street and Parkland
$ 1,010,445
100.00%
$ 1,010,445
0.00%
$
Water
396,300
100.00%
396,300
0.00%
-
Wastewater
509,145
100.00%
509,145
0.00%
Drainage
730,021
100.00%
730,021
0.00%
Permanent Restoration
44,750
100.00%
44,750
0.00%
Erosion Control
28,790
100.00%
28,790
0.00%
Soft Costs [a]
843,030
100.00%
843,030
0.00%
$ 3,562,480
$ 3,562,480
$
Bond Issuance Costs
Debt Service Reserve Fund
$
333,300
$
333,300
$
Capitalized Interest
-
Underwriter Discount
126,750
126,750
Cost of Issuance
253,500
253,500
$
713,550
$
713,550
$
First Year Annual Collection Costs
First year Annual Collection Costs
$
40,000
$
40,000
$
$
40,000
$
40,000
$ -
Total
$
10,287,682
$
7,206,217
$ 3,081,464
Notes:
a] Includes 4% Project Management, 12% engineering and surveying, and 15% contingency assumptions
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 33
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EXHIBIT E - SERVICE PLAN - SOURCES AND USES
Sources of Funds
Improvement Area #1 Owner Advance [a]
Improvement Area #1 Owner Contribution [b]
Total Sources
Uses of Funds
$
$
$
4,225,000
2,981,217
7,206,217
Major Improvements
$
2,890,187
Improvement Area #1 Improvements
$
3,562,480
$
6,452,667
Improvement Area #1 Bond Issuance Costs
Debt Service Reserve Fund [c]
$
333,300
Capitalized Interest [c]
-
Underwriter's Discount [c]
126,750
Cost of Issuance [c]
253,500
$
713,550
District Formation Expenses
District Formation Expenses
$
-
First Year Annual Collection Costs
First Year Annual Collection Costs $ 40,000
$ 40,000
Total Uses
$ 7,206,217
[a] Owner Advance to be repaid to the Owner pursuant to the terms of the
Reimbursement Agreement. The amount shown is an estimate and subject to change if
PID Bonds are issued.
[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.
[OWNER TO PROVIDE ESTIMATE OF DISTRICT FORMATION EXPENSES]
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 35
EXHIBIT F -ASSESSMENT ROLL
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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 36
EXHIBIT G - IMPROVEMENT AREA #1 ANNUAL INSTALLMENTS I
Year 1
$ 75,000.00
$ 253,500.00 $
40,800.00 $
369,300.00
Year 2
80,000.00
249,000.00
41,616.00
370,616.00
Year 3
85,000.00
244,200.00
42,448.32
371,648.32
Year 4
90,000.00
239,100.00
43,297.29
372,397.29
Year 5
95,000.00
233,700.00
44,163.23
372,863.23
Year 6
105,000.00
228,000.00
45,046.50
378,046.50
Year 7
110,000.00
221,700.00
45,947.43
377,647.43
Year 8
115,000.00
215,100.00
46,866.38
376,966.38
Year 9
125,000.00
208,200.00
47,803.70
381,003.70
Year 10
130,000.00
200,700.00
48,759.78
379,459.78
Year 11
140,000.00
192,900.00
49,734.97
382,634.97
Year 12
145,000.00
184,500.00
50,729.67
380,229.67
Year 13
155,000.00
175,800.00
51,744.27
382,544.27
Year 14
165,000.00
166,500.00
52,779.15
384,279.15
Year 15
175,000.00
156,600.00
53,834.73
385,434.73
Year 16
185,000.00
146,100.00
54,911.43
386,011.43
Year 17
195,000.00
135,000.00
56,009.66
386,009.66
Year 18
210,000.00
123,300.00
57,129.85
390,429.85
Year 19
220,000.00
110,700.00
58,272.45
388,972.45
Year 20
235,000.00
97,500.00
59,437.90
391,937.90
Year 21
245,000.00
83,400.00
60,626.65
389,026.65
Year 22
260,000.00
68,700.00
61,839.19
390,539.19
Year 23
280,000.00
53,100.00
63,075.97
396,175.97
Year 24
295,000.00
36,300.00
64,337.49
395,637.49
Year 25
310,000.00
18,600.00
65,624.24
394,224.24
Total
$ 4,225,000.00
$ 4,042,200.00 $
1,306,836.23 $
9,574,036.23
[a] Interest is calculated at a 6.00% rate for illustrative purposes.
[b] The Annual Installment due date for Year 1 will be determined by the Trigger Date as described
in Section V.B.
[c] Until the Trigger Date has been reached for a Parcel, only Annual Collection Cost will be
collected.
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.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 37
EXHIBIT H - MAXIMUM ASSESSMENT PER LOT TYPE
1 72 $ 2,635,135.14 $36,599.10 per Unit $ 0.5308
2 17 $ 746,621.62 $43,918.92 per Unit $ 0.5308
3 16 $ 843,243.24 $52,702.70 per Unit $ 0.5308
Total 105 $ 4,225,000.00
[a] City PID policy caps the estimated equivalent tax rate at $0.55 per $100 of assessed value.
[b] Maximum Assessment per lot type is an estimate and subject to revision upon final plat and/or a PID Bond Issuance.
BLUFFVIEW PID PRELIMINARY SERVICE AND ASSESSMENT PLAN 38
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EXHIBIT K - NOTICE OF PID ASSESSMENT TERMINATION 1
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
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 INSTRUMENTTHAT 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 March 22, 2022, the City Council for the City, approved Resolution
No. 032222-AA, creating the Bluffview Public Improvement District; and
WHEREAS, the Bluffview Public Improvement District consists of approximately 68.59
contiguous acres located within the City; and
WHEREAS, on or about 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 Bluffview 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:
[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
EXHIBIT L-1— LOT TYPE 1 BUYER DISCLOSURE
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
'improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.0035), or Chapter 382, Local
Government Code, shall first give to the purchaser of the property this written notice, signed by the
seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a
deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at
a sale conducted under a power of sale under a deed of trust or a sale under a
court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure;
5) by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the real
property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be filed
in the real property records of the county in which the property is located at the closing of the
purchase and sale of the property.
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
GEORGETOWN, TEXAS
CONCERNING THE FOLLOWING PROPERTY
PROPERTY ADDRESS
LOT TYPE 1 PRINCIPAL ASSESSMENT: $36,599.10
As the purchaser of the real property described above, you are obligated to pay assessments
to Georgetown, Texas, for the costs of a portion of a public improvement or services project (the
"Authorized Improvements") undertaken for the benefit of the property within Bluffview Public
Improvement District (the "District") created under Subchapter A, Chapter 372, Local Government
Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE
ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL
INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE
AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND
DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Georgetown. The
exact amount of each annual installment will be approved each year by the Georgetown City
Council 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 of Georgetown.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
' To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Williamson County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE:
SIGNATURE OF PURCHASER
DATE:
SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE:
SIGNATURE OF SELLER
DATE:
SIGNATURE OF SELLER]
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE:
SIGNATURE OF PURCHASER
STATE OF TEXAS
COUNTY OF WILLIAMSON
DATE:
SIGNATURE OF PURCHASER
The foregoing instrument was acknowledged before me by _ and
known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this . 20 .
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Williamson County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required
by Section 5.014 of the Texas Property Code including the current information required by
Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real
property at the address above.
DATE:
SIGNATURE OF SELLER
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
DATE:
SIGNATURE OF SELLER
The foregoing instrument was acknowledged before me by
and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20_.
Notary Public, State of Texas]'
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Williamson County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS - LOT TYPE 1
Year 1
$ 649.69 $
2,195.95 $
353.43 $
3,199.06
Year 2
693.00
2,156.96
360.50
3,210.46
Year 3
736.31
2,115.38
367.71
3,219.41
Year 4
779.63
2,071.21
375.06
3,225.89
Year 5
822.94
2,024.43
382.56
3,229.93
Year 6
909.56
1,975.05
390.22
3,274.83
Year 7
952.88
1,920.48
398.02
3,271.37
Year 8
996.19
1,863.31
405.98
3,265.47
Year 9
1,082.81
1,803.53
414.10
3,300.45
Year 10
1,126.13
1,738.57
422.38
3,287.07
Year 11
1,212.75
1,671.00
430.83
3,314.58
Year 12
1,256.06
1,598.23
439.45
3,293.74
Year 13
1,342.69
1,522.87
448.24
3,313.79
Year 14
1,429.31
1,442.31
457.20
3,328.82
Year 15
1,515.94
1,356.55
466.34
3,338.83
Year 16
1,602.56
1,265.59
475.67
3,343.83
Year 17
1,689.19
1,169.44
485.18
3,343.81
Year 18
1,819.13
1,068.09
494.89
3,382.10
Year 19
1,905.75
958.94
504.79
3,369.48
Year 20
21035.69
844.59
514.88
3,395.17
Year 21
21122.31
722.45
525.18
3,369.95
Year 22
2,252.25
595.11
535.68
3,383.05
Year 23
2,425.50
459.98
546.40
3,431.88
Year 24
2,555.44
314.45
557.32
3,427.21
Year 25
1 2,685.38
161.12
568.47
3,414.97
Total
$ 36,599.10 $
35,015.59 $
11,320.48 $
82,935.17
[a] Interest is calculated at a 6.00% rate for illustrative purposes.
[b] The Annual Installment due date for Year 1 will be determined by the Trigger Date as
described in Section V.B.
[c] Until the Trigger Date has been reached for a Parcel, only Annual Collection Cost will be
collected.
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.
EXHIBIT L-2 — LOT TYPE 2 BUYER DISCLOSURE I
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.0035), or Chapter 382, Local
Government Code, shall first give to the purchaser of the property this written notice, signed by the
seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a
deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at
a sale conducted under a power of sale under a deed of trust or a sale under a
court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure;
5) by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the real
property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be filed
in the real property records of the county in which the property is located at the closing of the
purchase and sale of the property.
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
GEORGETOWN, TEXAS
CONCERNING THE FOLLOWING PROPERTY
PROPERTY ADDRESS
LOT TYPE 2 PRINCIPAL ASSESSMENT: $43,918.92
As the purchaser of the real property described above, you are obligated to pay assessments
to Georgetown, Texas, for the costs of a portion of a public improvement or services project (the
"Authorized Improvements") undertaken for the benefit of the property within Bluffview Public
improvement District (the "District") created under Subchapter A, Chapter 372, Local Government
Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE
ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL
INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE
AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND
DELINQUENCY COSTS. -
The exact amount of the assessment may be obtained from the City of Georgetown. The
exact amount of each annual installment will be approved each year by the Georgetown City
Council 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 of Georgetown.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Williamson County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE:
SIGNATURE OF PURCHASER
DATE:
SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE:
SIGNATURE OF SELLER
DATE:
SIGNATURE OF SELLER]Z
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE:
SIGNATURE OF PURCHASER
STATE OF TEXAS
COUNTY OF WILLIAMSON
DATE:
SIGNATURE OF PURCHASER
The foregoing instrument was acknowledged before me by and
known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this .20
Notary Public, State of Texas] 3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Williamson County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required
by Section 5.014 of the Texas Property Code including the current information required by
Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real
property at the address above.
DATE:
SIGNATURE OF SELLER
STATE OF TEXAS
COUNTY OF WILLIAMSON
DATE:
SIGNATURE OF SELLER
The foregoing instrument was acknowledged before me by
and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this _ , 20_,
Notary Public, State of Texas]'
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Williamson County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS - LOT TYPE 2
Annual InstalEm-ents
Annual
Collection
Total Annual
Due [b]
Principal
Interest [a]
Costs
installment [c]
Year 1
$ 779.63
$ 2,635.14 $
424.12
$ 3,838.88
Year 2
831.60
2,588.36
432.60
3,852.56
Year 3
883.58
2,538.46
441.25
3,863.29
Year 4
935.55
2,485.45
450.08
3,871.07
Year 5
987.53
2,429.31
459.08
3,875.92
Year 6
1,091.48
2,370.06
468.26
3,929.80
Year 7
1,143.45
2,304.57
477.62
3,925.65
Year 8
1,195.43
2,235.97
487.18
3,918.57
Year 9
1,299.38
2,164.24
496.92
3,960.54
Year 10
1,351.35
2,086.28
506.86
3,944.49
Year 11
1,455.30
2,005.20
517.00
3,977.49
Year 12
1,507.28
1,917.88
527.34
3,952.49
Year 13
1,611.23
1,827.44
537.88
3,976.55
Year 14
1,715.18
1,730.77
548.64
3,994.59
Year 15
1,819.13
1,627.86
559.61
4,006.60
Year 16
1,923.08
1,518.71
570.80
4,012.59
Year 17
2,027.03
1,403.33
582.22
4,012.57
Year 18
2,182.95
1,281.70
593.87
4,058.52
Year 19
2,286.90
1,150.73
605.74
4,043.37
Year 20
2,442.83
1,013.51
617.86
4,074.20
Year 21
2,546.78
866.94
630.21
4,043.94
Year 22
2,702.70
714.14
642.82
4,059.66
Year 23
2,910.60
551.98
655.68
4,118.25
Year 24
3,066.53
377.34
668.79
4,112.66
Year 25
3,222.45
193.35
682.16
4,097.97
Total
$ 43,918.92
$ 42,018.71 $
13,584.58
$ 99,522.21
[a] Interest is calculated at a 6.00% rate for illustrative purposes.
[b] The Annual Installment due date for Year 1 will be determined by the Trigger Date as
described in Section V.B.
[c] Until the Trigger Date has been reached for a Parcel, only Annual Collection Cost will be
collected.
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.
I EXHIBIT L-3 — LOT TYPE 3 BUYER DISCLOSURE I
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.0035), or Chapter 382, Local
Government Code, shall first give to the purchaser of the property this written notice, signed by the
seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary of a
deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the land at
a sale conducted under a power of sale under a deed of trust or a sale under a
court -ordered foreclosure or has acquired the land by a deed in lieu of foreclosure;
5) by a fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the real
property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be filed
in the real property records of the county in which the property is located at the closing of the
purchase and sale of the property.
AFTER RECORDING' RETURN TO:
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
GEORGETOWN, TEXAS
CONCERNING THE FOLLOWING PROPERTY
PROPERTY ADDRESS
LOT TYPE 3 PRINCIPAL ASSESSMENT: $52,702.70
As the purchaser of the real property described above, you are obligated to pay assessments
to Georgetown, Texas, for the costs of a portion of a public improvement or services project (the
"Authorized Improvements") undertaken for the benefit of the property within Bluffview Public
Improvement District (the "District") created under Subchapter A, Chapter 372, Local Government
Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF THE
ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN ANNUAL
INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING ON THE
AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE COSTS, AND
DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Georgetown. The
exact amount of each annual installment will be approved each year by the Georgetown City
Council 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 of Georgetown.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Williamson County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE:
SIGNATURE OF PURCHASER
DATE:
SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE:
SIGNATURE OF SELLER
DATE:
SIGNATURE OF SELLER]
z To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE:
SIGNATURE OF PURCHASER
STATE OF TEXAS
COUNTY OF WILLIAMSON
DATE:
SIGNATURE OF PURCHASER
The foregoing instrument was acknowledged before me by and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this
Notary Public, State of Texas]3
20
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Williamson County.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required
by Section 5.014 of the Texas Property Code including the current information required by
Section 5.0143, Texas Property Code, as amended, at the closing of the purchase of the real
property at the address above.
DATE:
SIGNATURE OF SELLER
STATE OF TEXAS
COUNTY OF WILLIAMSON §
DATE:
SIGNATURE OF SELLER
The foregoing instrument was acknowledged before me by
and
, known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the
purposes therein expressed.
Given under my hand and seal of office on this , 20.
Notary Public, State of Texas]'
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Williamson County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS - LOT TYPE 3
Installments
Annual
Collection
Total Annual
PrincipalAnnual
Year 1
$ 935.55
$ 3,162.16 $
508.94 $
4,606.65
Year 2
997.92
3,106.03
519.12
4,623.07
Year 3
1,060.29
3,046.15
529.50
4,635.95
Year 4
1,122.66
2,982.54
540.09
4,645.29
Year 5
1,185.03
2,915.18
550.89
4,651.10
Year 6
1,309.77
2,844.07
561.91
4,715.76
Year 7
1,372.14
2,765.49
573.15
4,710.78
Year 8
1,434.51
2,683.16
584.61
4,702.28
Year 9
1,559.25
2,597.09
596.30
4,752.64
Year 10
1,621.62
2,503.53
608.23
4,733.39
Year 11
1,746.36
2,406.24
620.39
4,772.99
Year 12
1,808.73
2,301.46
632.80
4,742.99
Year 13
1,933.47
2,192.93
645.46
4,771.86
Year 14
2,058.21
2,076.92
658.37
4,793.50
Year 15
2,182.95
1,953.43
671.54
4,807.92
Year 16
2,307.69
1,822.45
684.97
4,815.11
Year 17
2,432.43
1,683.99
698.67
4,815.09
Year 18
2,619.54
1,538.05
712.64
4,870.23
Year 19
2,744.28
1,380.87
726.89
4,852.05
Year 20
2,931.39
1,216.22
741.43
4,889.04
Year 21
3,056.13
1,040.33
756.26
4,852.72
Year 22
3,243.24
856.96
771.38
4,871.59
Year 23
3,492.72
662.37
786.81
4,941.90
Year 24
3,679.83
452.81
802.55
4,935.19
Year 25
3,866.94
232.02
818.60
4,917.56
Total
$ 52,702.70
$ 50,422.45 $
16,301.49 $
119,426.65
[a] Interest is calculated at a 6.00% rate for illustrative purposes.
[b] The Annual Installment due date for Year 1 will be determined by the Trigger Date as
described in Section V.B.
[c] Until the Trigger Date has been reached for a Parcel, only Annual Collection Cost will be
collected.
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.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
EXHIBIT H
IMPROVEMENT AREA 2 (W Tract) — Development Scenarios
Description of
Improvement Area #2
Improvement Area #2
Alternative PID Policy
Development Scenario
Assessment (Major
Assessment
Requirements
Improvements)
(Improvements solely
benefiting
Improvement Area #2)
For Sale Product-
Applicable
Applicable
Non -Applicable
Public Internal
Improvements
For Rent Product-
Applicable
Non applicable
Applicable
Private Internal
Improvements
For Sale Product—
Applicable
Non applicable
Non -Applicable
Private Internal
Improvements
For Rent Product —
Applicable
Applicable
Applicable
Public Internal
Improvements
EXHIBIT H—PAGE I
Exhibit "I"
Improvement Area #2 Improvements
Street/Park Improvements:
The street improvements include clearing and grubbing, excavation/embankment,
subgrade preparation, flexible base, Hot Mix Asphalt Concrete, curb and gutter, traffic
control, streetlights, concrete sidewalk/path/trail, sidewalk ramps, street marking and
signs, saw cut and tie to existing pavement, and tree protection.
Water Improvements:
Water improvements include tie to existing water line, trench safety, water lines, gate
valves, fire hydrants, valve casting adjustments, cast iron fittings, and services.
Wastewater Improvements:
Wastewater improvements includes wastewater lines, trench safety, manholes, extra
depth, raise manhole castings, bore with encasement, connection to existing line, and
services.
Drainage Improvements:
The drainage includes storm sewer, trench safety, manholes, junction boxes, curb inlets,
grate inlets, berms, berm/swale, channel and headwall. The water quality/detention
ponds are excluded from the definition of Authorized Improvements.
Permanent Restoration:
Permanent Restoration includes hydro -mulch seeding, sod, and reinforced matting.
Temporary Erosion Controls
Temporary Erosion Controls include stabilized construction entrance, silt fence rock
EXMBiT i - PAGE 1
berm and curb inlet protection.
Landscaping
Common area landscaping (trees, shrubs, sod, irrigation), and a wall along Southwest
Bypass.
Soft Costs
Includes 15% contingency, 12% engineering and surveying, and 4% project
management.
EXHIBIT I - PAGE 2