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«OFFICIAL STATEMENT DATED JUNE 20, 2013 NEW ISSUE NOT RATED In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income ...»

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Camino Vaquero Parkway: Camino Vaquero Parkway is a 90 foot parkway consisting of ±1,300 LF of  roadway with retaining walls, turn lanes, curb and gutter systems, and revegetation of all disturbed areas within the right-of-way. Camino Vaquero Parkway provides a link between IH-35 southbound access road and Estancia Parkway. It will eventually connect to a new IH-35 acceleration and deceleration lane into and out of the Project. The roadway will be constructed to City and County standards and specifications and owned and operated by the County.

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Wet Pond North: Wet Pond North has been designed for fully-developed conditions for Improvement  Area # 1. The inlet and outlet structures have been designed assuming fully-developed conditions of all development that will eventually drain to the Wet Pond North. Flow dissipaters and spreaders will be used to ensure a smooth transition from channel to sheet flow. Temporary rock berms will be utilized at all discharge points to reduce velocities and control erosion until permanent vegetation and controls are established. All storm sewer and drainage conveyance will be contained within proposed drainage easements. Wet Pond North will be constructed to City and County standards and specifications and owned and operated by the County, but maintained by a Property Owners Association.

Wet Pond West: Wet Pond West has been designed for fully-developed conditions for Improvement  Area # 1. The inlet and outlet structures have been designed assuming fully-developed conditions of all development that will eventually drain to Wet Pond West. Flow dissipaters and spreaders will be used to ensure a smooth transition from channel to sheet flow. Temporary rock berms will be utilized at all discharge points to reduce velocities and control erosion until permanent vegetation and controls are established. All storm sewer and drainage conveyance will be contained within proposed drainage easements. The project will be constructed to City and County standards and specifications and owned and operated by the County, but maintained by a Property Owners Association.

TxDOT Ramp Relocations: The existing ramps to the access road along the frontage of IH-35 prevent  access to Camino Vaquero Parkway without exiting IH-35 near Onion Creek Parkway. Per discussions with TxDOT and with their support, the north entrance ramp near Onion Creek will become an exit ramp from IH-35 to the access road. The south exit ramp will become an entrance ramp to IH35 from the access road. Surveying and geotechnical information will be prepared by to assist TxDOT with the design and construction of the ramps. The ramps will be designed to TxDOT standards and specifications and once constructed, will be owned and operated by TxDOT.

Drainage: This will consist of drainage improvements to support the installation of Camino Vaquero  Parkway and Estancia Parkway. Runoff conveyance will consist of box culverts and storm sewer system sized to convey the 100 year storm to the ponds that are proposed to be constructed. The roadway runoff will be routed to one of three ponds located within the development which were designed for detention and water quality purposes. The drainage improvements will be constructed to City and County standards and specifications and owned and operated by the County.

Entry Monumentation: This shall consist of the construction of an entrance monument at the  intersection of IH-35 and Camino Vaquero Parkway and an entrance monument at the intersection of Old San Antonio Road and Estancia Parkway. The entry monumentation will be located either within the County right-of-way or within an easement granted to the County and will maintained by a Property Owners Association.

Hardscape: This shall consist of the installation of hardscaping to include sidewalks, fencing, driveway  improvements, parking, lighting, and signage within the PID. The hardscaping will be constructed to City and County standards and specifications. The hardscaping will be located either within the County right-of-way or within an easement granted to the County and will maintained by a Property Owners Association.

Landscaping: This shall consist of the installation of landscaping including plants, shrubs, and trees  within Improvement Area # 1. The landscaping will be installed to City and County standards and

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Hike & Bike Trail System: The Hike & Bike Trail System will be located parallel to Old San Antonio  Road and Onion Creek and will connect the parks and trail system within Improvement Area # 1 together. The trails will consist of a mixture of improved pathways with several ancillary improvements (benches, playscapes, points of interest, etc.) along or near the pathways. The Hike & Bike Trail System will be constructed to City and County standards and specifications will be owned by a Property Owners Association and covered by an easement granted to the County or City.

The estimated costs for Phase I/Improvement Area #1 are summarized in the table below. The preliminary cost of Phase II was estimated at $13,490,120 and Phase III at $6,594,864, a total project cost of $33 million.

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In order to fund public infrastructure for development, the City of Austin will issue PID tax-exempt municipal bonds. The table includes the construction budget to build the spine roads as well as extension and installation of water and wastewater facilities to provide sufficient capacity for development. Future subdevelopment will be undertaken within the tracts or segments designated by the Preliminary Plan, a copy of which is included in this report. The cost of development within the tracts is not included in the master budget.





The PID structure is relatively new to the Austin market and has been used in Dallas and Houston. The City has a PID agreement with Whisper Valley and Indian Hills, two mixed-use developments currently under construction. In the past, Municipal Utility Districts (MUDs) were more commonly established to offset the cost of development. A MUD is under the authority of the Texas Water Code, a PID under the Texas Local Government Code. The PID allows municipalities to more closely dictate development regulations.

A MUD tax is assessed like a local property tax and can be continued indefinitely, whereas a PID assessment is amortized and has a payoff. Both are usually assessed in lieu of a city tax, and in most cases the MUD tax rate in the Austin market is in the 0.9% to 1.0% range compared to the City of Austin’s current tax rate of

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For the end user, this structure should be transparent and provide neither a benefit nor a burden. For the developer, this arrangement mitigates substantial early risk as the municipality becomes a financial partner at the most uncertain stage of the development.

The value conclusion is stated as of the current date under the hypothetical condition that the initial phases of infrastructure are complete as of the current date. In addition, the value estimate recognizes the ultimate level of entitlements and their contribution, including PUD zoning and the PID agreement. The individual tracts or parcels are valued individually as if each is sold independent of the others. The individual value does not recognize the effect of supply and demand and the time necessary to sell the individual parcels, nor does it represent bulk value as if the entire site is sold to a single purchaser in one transaction.

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EFFECTIVE DATE OF VALUE

March 16, 2013

PURPOSE OF THE APPRAISAL

The purpose of the appraisal is to estimate the market value of the fee simple interest in eleven parcels of land under the hypothetical condition that certain roadway and infrastructure has been completed.

CLIENT, INTENDED USE AND USERS OF THE APPRAISAL

The client is the City of Austin. The intended use is to assist the City of Austin, underwriters, and investors in the issuance of PID bonds. The intended users are the City of Austin and Jefferies, LLC. This report is not intended for any other use.

PROPERTY RIGHTS APPRAISED

The property rights appraised are the fee simple interest in the property. Fee simple interest is an absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.1

DEFINITION OF MARKET VALUE

Market Value is the price which the property would bring when it is offered for sale by one who desires, but is not obligated to sell, and is bought by one who is under no necessity of buying it, taking into consideration all of the uses to which it is reasonably adaptable and for which it either is or in all reasonable probability will become available within the reasonable future.2

LEGAL DESCRIPTION

The following legal description was obtained from public records and is assumed to be correct. The larger parcel is described as two tracts containing 418.601 and 180.577 acres, a total of 599.178 acres. The subject, Phase I, is a ±214.760-acre tract plus parkland that is located within the 418.601-acre tract segment.

Tract 1 (Phase I and II): being all of that certain 418.601 acre tract of land out of the S.F. Slaughter Survey No. 1, The Santiago Del Valle Grant and the Trinidad Varcinas Survey No. 535, situated in Travis County, Texas, being the same 418.03 acre tract (Tract A1-A2) of land conveyed to Harriet "Hatsy" Heep Shaffer by Partition Deed of Record In Document No. 2000089761 of the Official Public Records of Travis County, Texas;

and, Tract 2 (Phase III): being 180.577 acre tract of land out of the J.S. Irvine Survey No. 4 and the S.V.R.

Eggleston Survey No. 3 situated in Travis County, Texas, being most of that same certain 181.31 acre tract (Tract C) of land conveyed to Harriet "Hatsy" Heep Shaffer by Partition Deed of Record In Document No.

2000089761 of the Official Public Records of Travis County, Texas.

OWNER OF RECORD AND HISTORY

According to the Travis County Deed Records, ownership of the subject property is vested in SLF III – Onion Creek, L.P., care of The Stratford Company, 5949 Sherry Lane, Dallas, Texas. This party purchased the property from Harriet “Hatsy” Heep Shaffer and David Ellsworth Shaffer on December 19, 2007 as outlined in The Appraisal of Real Estate, 13th Edition, (Chicago: Appraisal Institute, 2008) p. 111.

City of Austin vs. Cannizzo, et al., 267 S.W.2d 808,815 [1954]

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The acquisition price of $48,000,000 for 599.178 acres is approximately $80,000 per acre, or $1.84 per square foot. There is no evidence of development activity at the site as of the effective date of the appraisal.

The owner stated that approximately $2 million has been spent in the entitlement process since the purchase.

Tract 2, the land that will comprise Phase III of Estancia Hill County, was transferred in 18 separate transactions of ±10-acre tracts on May 9, 2009. The sales were recorded in Warranty Deeds filed in Document Nos. 2009078591 through 2009078609 of the Official Public Records of Travis County, Texas. SLF III – Onion Creek, L.P. was the grantor, and each transaction involved a different grantee. S. Randall Hearne, CFO of Stratford Land, is listed as the party responsible for property taxes in each of the tax records. The transactions represent internal transfers and are not market sale transactions; consequently, there is no sales price and the transactions are irrelevant to our analysis.

In 2009, SLF III – Onion Creek, L.P. donated a 5.3673-acre tract to the City of Austin, attention Austin Water Utility, for a water tower site. The transaction was filed in Document No. 2009190064. The tract is a flagshaped lot at the north boundary of Tract 1F of the Preliminary Plan on page 42.

There is a pending offer pertaining to the residential section and a Letter of Intent (LOI) for one of the multifamily sections. Lennar Homes of Texas Land and Construction, Ltd. submitted an offer dated May 14, 2012 for approximately 100 acres, later refined to the 106.76-acre residential area designated at Tracts 5D, 7D, 6F, and 6D in Improvement Area #1 (Phase I). The price was originally tied to $475 per front foot of the total home sites as approved in the Site Plan, but no less than $9,639,875. A $100,000 deposit was promised at the time of the offer.

There have been six amendments to the pending offer including changes to deadlines, a restricted covenant requirement for adult-oriented businesses, maximum PID assessments of $1,190 for 50 front foot lots and $1,420 for 60 front foot lots, and recognition of annexation and formation of a PID. The sixth and final amendment dated March 7, 2013, outlines certain easements, a community wall, and legally describes the residential site as containing two tracts of 71.529 and 35.176 acres, a total of 106.705 acres. In addition, the purchase price was modified to $10,022,500, $93,879 per acre, with no reference to front feet or any other controlling factor. Storm water and detention conveyances were added, the maximum PID assessments were raised to $1,217 for 50 front foot lots and $1,645 for 60 front foot lots with a 2% per annum increase, and acknowledgement is made of a lot plan that contains 205 fifty-front-foot and 180 sixty-front-foot lots. The master plan indicates that 386 lots are planned for the residential section, but Lennar’s representative stated that the most recent plan is for 385 lots. The offer represents a land acquisition cost for Lennar of $26,032 per lot.



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