FINAL

PROJECT PLAN AND

REINVESTMENT ZONE FINANCING PLAN

DOWNTOWN GEORGETOWN REINVESTMENT ZONE

October 4, 2005

TABLE OF CONTENTS I. INTRODUCTION I-1 II. PROJECT PLAN II-1 A. Existing Uses and Conditions (311.011(b)(1)) II-1 B. Municipal Ordinances and Agreements (311.011(b)(2)) II-1 C. Zone Non-Project Costs (311.011(b)(3)) II-1 D. Relocation (311.011(b)(4)) II-1 III. FINANCING PLAN III-1 A. Project Cost Description (311.011(c)(1)) III-1 B. Location of Proposed Public Improvements (311.011(c)(2)) III-1 C. Anticipated Budget for Project Costs III-1 D. Economic Feasibility Study (311.011(c)(3)) III-2 E. Estimate of Bonded Indebtedness to be Incurred (311.011(c)(4)) III-2 F. Time of Incurring Monetary Obligations (311.011(c)(5)) III-2 G. Method of Financing (311.011(c)(6)) III-2 H. Current Appraised Value/Captured Appraised Value (311.011(c)(7)(8)) III-3 I. Duration of the Zone (311.011(c)(9)) III-3 IV. BOARD OF DIRECTORS OF THE ZONE IV-1

TABLE OF EXHIBITS AND APPENDICES

Exhibit A Map Indicating Existing Conditions Exhibit B Zone Boundary Map Exhibit C Preliminary Project List Exhibit D Projected Captured Appraised Value and Tax Increment Appendix 1 Economic and Market Feasibility Studies

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I. INTRODUCTION

Downtown Georgetown Reinvestment Zone (the "Zone") is a tax increment reinvestment zone, proposed to be designated by the City of Georgetown (the "City") pursuant to the Tax Increment Financing Act, as codified in Chapter 311 of the Texas Tax Code (the "Act”). The Zone is proposed to cover approximately 66(+/-) acres, is located entirely in Williamson County (the "County") and within the corporate limits of the City, and is generally located around the courthouse square, south of the South San Gabriel River and north of University Blvd. The Zone is proposed to be created for a 25-year duration. The Zone will facilitate a program of public improvements to allow and encourage the development and redevelopment of downtown Georgetown into a mixed use, pedestrian oriented environment consistent with the goals of the City’s Downtown Master Plan. Construction of the public improvements is scheduled to take place in phases over a number of years and timed in coordination with new development and redevelopment projects in the Zone. Public improvements scheduled for the Zone include, but are not limited to, the construction of: (i) sidewalks, cross walks and pedestrian crossing systems (ii) storm sewers and drainage ponds, (iii) sanitary sewers, (iv) landscaping, streetscape, fountains, works of art, and street furniture, (v) plazas, squares, pedestrian malls, trails, and other public spaces, (vi) parking lots and roadways, (vii) utility line relocation and installation, (viii) water system improvements (ix) parks, and outdoor performance spaces, (x) bicycle routes and facilities, (xi) public transportation projects, (xii) signage, and (xiii) other related necessary or convenient public improvements (collectively, the “Project Costs”).

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II. PROJECT PLAN

A. Existing Uses and Conditions (311.011(b)(1)) The City will designate approximately 66 (+/-) acres as Downtown Georgetown Reinvestment Zone. Exhibit A is a map illustrating the existing conditions of property within the Zone, as required by Section 311.011 (b)(1) of the Act. The area currently includes several different uses including retail, restaurant, office, institutional and limited residential. The purpose of the Zone is to facilitate a program of public improvements to allow the development and redevelopment of downtown Georgetown into a mixed use, pedestrian oriented environment consistent with the goals of the City’s Downtown Master Plan. For illustrative purposes, Exhibit B depicts the vicinity and boundaries of the Zone. B. Municipal Ordinances and Agreements (311.011(b)(2)) All of the property located within the Zone is within the corporate limits of the City. The City has agreed to participate in the Zone by contributing 100% of its tax increment. The proposed development does not anticipate any additional changes to the City's comprehensive plan, City ordinances or building codes other than those relating to the creation of the Zone or those ordinances or comprehensive plan amendments already approved by the City for the development. C. Zone Non-Project Costs (311.011(b)(3)) Non-Project Costs represent the expenditures estimated by public and private investors necessary to complete the development and redevelopment efforts in downtown Georgetown. It is difficult to quantify the maximum extent of non-project costs as these investments will happen over time by multiple parties. There are currently plans for three projects to be initiated in 2004 and 2005 with a combined budget of over $10 million. All three projects are mixed use projects with retail, restaurant, office and residential components. Over the life of the reinvestment zone it is anticipated that substantial new investment will occur within the zone. D. Relocation (311.011(b)(4)) No residential relocation will be required as a part of the creation of the Zone. Less than 10% of the property within the Zone is currently used for residential purposes.

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III. FINANCING PLAN

A. Project Cost Description (311.011(c)(1)) Project Costs will include all costs associated with the projects listed in Exhibit C and will include: 1. Capital Costs a. water system improvements; b. storm sewers and drainage ponds; c. sanitary sewers; d. utility line relocation and installation; e. parking lots and roadways; f. streetscape and landscape areas;

g. public areas and plazas; h. sidewalks, cross walks and pedestrian crossing facilities; i. parks, trails and outdoor performance areas; j. public transportation projects; and k. bicycle routes and facilities.

2. Design, Architectural, and Engineering Fees

The public improvements will require professional services for design and engineering, including inspecting/testing of soils and construction materials and overseeing construction operations. Additionally, certain studies, including market and economic feasibility studies, will be prepared.

3. Zone Administration - Over 25-Year Life of Zone

The ongoing administration of the Zone will require services including, but not limited to, such services as accountants and bookkeepers, engineers, legal counsel, planners or other administrative services deemed necessary by the Zone Board to implement this Plan.

B. Location of Proposed Public Improvements (311.011(c)(2)) The approximate location of the proposed public improvements, as required to be demonstrated by Section 311.011 (c)(2) of the Act, is shown on Exhibit B, which follows. The public improvements will be constructed in phases consistent with the development and redevelopment of properties within downtown Georgetown. C. Estimate of Project Costs Project Costs will vary depending on the nature, timing and number of development and redevelopment projects within the Zone. It is anticipated that total Project Costs will not exceed $25,000,000. Project Cost expenditures will vary from year to year and may range from

III - 2

$500,000 to $1,000,000 annually. Such Project Costs may be paid from the tax increment on deposit from time to time in the Fund, defined below, or through the issuance of bonds, notes or other obligations (the “Obligations”). D. Economic Feasibility Study (311.011(c)(3)) A market analysis and recommended action plan as well as a master plan for the proposed Zone have been conducted. See Appendix 1 for a copy of these studies. E. Estimate of Obligations to be Incurred (311.011(c)(4)) The City will finance certain Project Costs described above necessary to develop the property in the Zone. The City will finance such Project Costs through using funds on deposit in the Fund, the issuance of Obligations or any combination thereof depending upon the growth of the tax increment and the number of other taxing jurisdictions participating in the Zone. The City estimates that it will issue Obligations in one or more series in an aggregate amount not to exceed $25,000,000 at such time and amount as financially feasible based upon the tax increment and the nature and scope of development and redevelopment projects within the zone. F. Time of Incurring Monetary Obligations (311.011(c)(5)) The repayment term on any Obligations issued is estimated at 20 years. It is anticipated that Obligations will be issued no sooner than City of Georgetown fiscal year 2006. G. Method of Financing (311.011(c)(6)) Any Obligations issued by the City will be secured in whole or in part by ad valorem taxes collected by the City on the incremental increase in the assessed value of real property located within the Zone. For purposes of this financing model, it is anticipated that the City will participate in the Zone at a participation rate equal to 100% of its total tax rate. The City anticipates requesting the County to participate in the Zone. The City will establish a Tax Increment Fund (the "Fund") for the Zone in the ordinance designating the Zone. In accordance with Section 311.013 of the Act, each participating taxing jurisdiction will pay into the Fund the amount of increment generated by the taxing jurisdiction. The tax increment deposited into the Fund will be used to pay Project Costs, Obligations issued to finance Project Costs and costs related to maintaining, operating and administering the Zone. H. Current Appraised Value/Captured Appraised Value (311.011(c)(7)(8)) The Plan will be implemented in part through the Zone's ability to capture and utilize incremental ad valorem tax revenue generated from real property in the Zone, known as the captured appraised value. The base value, from which captured appraised value is calculated, is the total assessed taxable value of all property within the Zone on January 1, 2004, as shown on the rolls of the Williamson County Appraisal District.

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The development and redevelopment in the Zone is anticipated to occur over a number of years, the projected captured appraised value will increase as development continues. Exhibit D shows the projected captured appraised value and tax increment over the 25-year duration of the Zone. I. Duration of the Zone (311.011(c)(9)) The Zone will have a duration of 25 years.

IV - 1

IV. BOARD OF DIRECTORS OF THE ZONE

The City will create a Zone Board of Directors composed of 5 members in the Ordinance designating the Zone. It is anticipated that other taxing entities within the Zone will waive appointment to the Board of Directors. However, if the County participates in the Zone, and does no waive appointment, the County will be entitled to appoint one director to the Board of Directors. The City will appoint the remaining four members of the Board of Directors. The Board of Directors of the Zone will prepare (i) an Annual Zone Budget; (ii) an Annual Report of Zone activities; and (iii) an Annual Financial Statement prepared in accordance with Generally Accepted Accounting Principles for presentation to the City.

EXHIBIT A – MAP INDICATING EXISTING CONDITIONS

S. Fork San Gabriel R.

8TH

6TH

MAIN

10TH

AUSTIN

ROCK

7TH

11TH

3RDSC

ENIC

MYRTLE

WEST

CHURCH

4TH

UNIVERSITY

5TH

9TH

MART

IN LU

THER

KIN

G JR

13TH

RAILR

OAD

2ND

BRID

GE

INTERSTATE 35

HART

TIMBE

R

FOREST

BLUE HOLE PARKINTERSTA

TE 35

FRONTA

GE

RIVERY

RUCKER

RIVER OAKS

13TH

INTERSTA

TE 35

WEST

9TH

FOREST

7TH

5TH

FORE

ST

2ND

5TH

4TH

1 inch equals 600 feet

CITY OF GEORGETOWNTAX INCREMENT REINVESTMENT ZONE: EXISTING CONDITIONS

¯ 0 600300Feet

AUGUST 16, 2004Legend

Proposed TIRZ District

EXHIBIT B – ZONE BOUNDARY MAP

S. Fork San Gabriel R.

8TH

6TH

MAIN

10TH

AUSTIN

ROCK

7TH

11TH

3RDSC

ENIC

MYRTLE

WEST

CHURCH

4TH

UNIVERSITY

5TH

9TH

MART

IN LU

THER

KIN

G JR

13TH

RAILR

OAD

2ND

BRID

GE

INTERSTATE 35

HART

TIMBE

R

FOREST

BLUE HOLE PARKINTERSTA

TE 35

FRONTA

GE

RIVERY

RUCKER

RIVER OAKS 5TH

9TH

13TH

5TH

INTERSTA

TE 35

FORE

ST

2ND

WEST

4THFOREST

7TH

1 inch equals 600 feet

CITY OF GEORGETOWNTAX INCREMENT REINVESTMENT ZONE:DISTRICT BOUNDARY

¯ 0 600300Feet

AUGUST 16, 2004

LegendA (Agriculture)RE (Residential Estate)RL (Residential Low Density)RS (Residential Single-Family)MH (Manufactured Housing)TF (Two Family)TH (Townhouse)MF (Multifamily)

OF (Office)C-N (Neighborhood Commercial)C-1 (Local Commercial)C-2 (Downtown Commercial)C-3 (General Commercial)IN (Industrial)Proposed TIRZ District

ZONING TYPE ACRES PERCENTC-2 DOWNTOWN COMMERCIAL 58.93 88.47OF OFFICE 2.70 4.05RS SINGLE FAMILY RESIDENTIAL 4.79 7.19TF TWO-FAMILY RESIDENTIAL 0.19 0.29

Market Value(Based on Data Supplied by

the Wlliamson County Appraisal District)

2003

2002

2001

Total Market Value:$89,812,886

- Commercial:$85,462,263

- Residential:$3,636,093

- Vacant:$714,530

Total Market Value:$68,873,219

Total Market Value:$66,430,401

EXHIBIT C – PRELIMINARY PROJECT LIST

Project 1. Construct additional surface and structured parking 2. Re-configure on-street parking to maximize number of spaces 3. Install additional landscaping around existing surface parking lots 4. Develop a master landscape and streetscape plan 5. Expand pedestrian amenities throughout zone to include: bike racks, benches, trash

cans, lighting, public restrooms, public art, pedestrian crossing systems 6. Develop a festival street on 8th Street 7. Construct new City and County offices and facilities within the zone 8. Develop additional small parks within the zone 9. Develop an “Old Jail Park” on the site of the historic jail 10. Establish a downtown arts district 11. Construct and outdoor performance space 12. Add public art along sidewalks 13. Create a scenic overlook for the San Gabriel Rivers 14. Create pedestrian bridges across the San Gabriel Rivers 15. Bring all sidewalks into compliance with Downtown Master Plan sidewalk hierarchy16. Install brick crosswalks 17. Install pedestrian controlled street crossings 18. Create bike routes 19. Build a direct connection from Austin Ave. to the San Gabriel River Trails 20. Improve pedestrian access to Blue Hole Park 21. Improve pedestrian links from parking lots to the Square 22. Construct a pedestrian path from Southwestern to the Square 23. Create a public transit shuttle service to downtown 24. Create additional downtown housing units 25. Create a downtown hotel and convention site 26. Create a wayfinding signage program and install signage 27. Improve signage along trails 28. Bury overhead utility lines 29. Replace and upgrade water and sewer lines 30. Build a regional water quality system for the zone 31. Make Austin Ave. more pedestrian friendly

EXHIBIT D – PROJECTED CAPTURED APPRAISED VALUE AND TAX INCREMENT

DOWNTOWN GEORGETOWN TAX INCREMENT REINVESTMENT ZONE

PROJECTED CAPTURED APPRAISED VALUE AND TAX INCREMENT

Annual Increase in existing property 2% 2.25%

Estimated Appraised Value (55% - 2003 Market Value) 49,397,087 Participation Rate

Property Tax Rate - City Projected 2004/05 0.34626$ Assumes no increase in tax rate 100% - Williamson County 0.51222$ Assumes no increase in tax rate 100%

Assessed Value Revenue Annual Cumulative Revenue Annual Cumulative COMBINED2004 50,385,029 New Property Total Property 174,463$ Increment Increment 258,081$ Increment Increment CUMULATIVE2005 51,392,730 1,500,000 52,892,730 183,146$ 8,683$ 8,683$ 270,926$ 12,845$ 12,845$ 21,528$ 2006 53,950,584 4,000,000 57,950,584 200,660$ 17,513$ 26,196$ 296,833$ 25,907$ 38,752$ 64,949$ 2007 59,109,596 4,000,000 63,109,596 218,523$ 17,864$ 44,060$ 323,258$ 26,425$ 65,177$ 109,237$ 2008 64,371,788 2,500,000 66,871,788 231,550$ 13,027$ 57,087$ 342,529$ 19,271$ 84,448$ 141,535$ 2009 68,209,224 2,500,000 70,709,224 244,838$ 13,288$ 70,375$ 362,185$ 19,656$ 104,104$ 174,479$ 2010 72,123,408 2,500,000 74,623,408 258,391$ 13,553$ 83,928$ 382,234$ 20,049$ 124,153$ 208,081$ 2011 76,115,876 1,622,777 77,738,653 269,178$ 10,787$ 94,715$ 398,191$ 15,957$ 140,110$ 234,825$ 2012 79,293,426 1,712,607 81,006,033 280,491$ 11,314$ 106,028$ 414,927$ 16,736$ 156,846$ 262,874$ 2013 82,626,154 1,784,102 84,410,256 292,279$ 11,787$ 117,816$ 432,364$ 17,437$ 174,283$ 292,099$ 2014 86,098,461 1,859,088 87,957,549 304,562$ 12,283$ 130,099$ 450,534$ 18,170$ 192,453$ 322,551$ 2015 89,716,700 1,937,215 91,653,916 317,361$ 12,799$ 142,898$ 469,467$ 18,933$ 211,386$ 354,284$ 2016 93,486,994 2,018,626 95,505,620 330,698$ 13,337$ 156,235$ 489,196$ 19,729$ 231,115$ 387,350$ 2017 97,415,732 2,103,457 99,519,190 344,595$ 13,897$ 170,132$ 509,754$ 20,558$ 251,674$ 421,805$ 2018 101,509,573 2,191,854 103,701,427 359,077$ 14,481$ 184,613$ 531,176$ 21,422$ 273,096$ 457,709$ 2019 105,775,456 2,283,965 108,059,421 374,167$ 15,090$ 199,703$ 553,499$ 22,322$ 295,418$ 495,121$ 2020 110,220,610 2,379,948 112,600,558 389,891$ 15,724$ 215,427$ 576,759$ 23,260$ 318,679$ 534,106$ 2021 114,852,569 2,479,964 117,332,532 406,276$ 16,385$ 231,812$ 600,997$ 24,238$ 342,916$ 574,729$ 2022 119,679,183 2,584,183 122,263,366 423,349$ 17,074$ 248,886$ 626,254$ 25,257$ 368,173$ 617,059$ 2023 124,708,633 2,692,782 127,401,415 441,140$ 17,791$ 266,677$ 652,572$ 26,318$ 394,491$ 661,168$ 2024 129,949,443 2,805,944 132,755,387 459,679$ 18,539$ 285,216$ 679,996$ 27,424$ 421,915$ 707,131$ 2025 135,410,495 2,923,862 138,334,358 478,997$ 19,318$ 304,533$ 708,572$ 28,576$ 450,491$ 755,025$ 2026 141,101,045 3,046,736 144,147,781 499,126$ 20,130$ 324,663$ 738,349$ 29,777$ 480,269$ 804,932$ 2027 147,030,737 3,174,774 150,205,510 520,102$ 20,975$ 345,638$ 769,378$ 31,029$ 511,297$ 856,936$ 2028 153,209,620 3,308,192 156,517,812 541,959$ 21,857$ 367,495$ 801,711$ 32,333$ 543,630$ 911,126$ 2029 159,648,168 3,447,216 163,095,385 564,734$ 22,776$ 390,271$ 835,402$ 33,691$ 577,322$ 967,592$

------------WILLIAMSON COUNTY------------

Annual Increase New Property after 2010

APPENDIX 1 – MARKET ANALYSIS AND DOWNTOWN MASTER PLAN