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REIMBURSEMENT AGREEMENT <br />This Reimbursement Agreement ("Agreement"), effective , 2014, is made <br />by and among REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS (the <br />"Zone"), a tax increment reinvestment zone created by the City, acting by and through its Board <br />of Directors (the "Zone Board"), LA PORTE REDEVELOPMENT AUTHORITY (the <br />"Authority"), a local government corporation created by the City, acting by and through its <br />Board of Directors (the "Authority Board") and SENIOR ASSOCIATES, INC., a Texas <br />corporation (the "Owner"). <br />RECITALS <br />WHEREAS, by Ordinance No. 99-2325 (the "TIRZ Ordinance"), the City Council of the <br />City of La Porte, Texas (the "City") created the Zone pursuant to Chapter 311, Texas Tax Code, <br />as amended (the "TIRZ Act"); and <br />WHEREAS, the Zone Board adopted a final Project Plan and Reinvestment Zone <br />Financing Plan; and <br />WHEREAS, the City Council of the City approved the final Project Plan and <br />Reinvestment Zone Financing Plan by Ordinance No. 99-2352; and <br />WHEREAS, the Zone Board recommended that the Zone's boundaries be expanded and <br />adopted an Amended Project Plan and Reinvestment Zone Financing Plan (as amended, the <br />"Project Plan."); and <br />WHEREAS, the City Council of the City approved the expansion of the Zone's <br />boundaries by Ordinance No. 2013- and approved the Project Plan by Ordinance No. 2013- <br />and <br />WHEREAS, the City authorized the creation of the Authority to aid, assist and act on <br />behalf of the City in the performance of the City's governmental functions with respect to the <br />common good and general welfare of the City and neighboring areas as described in the TIRZ <br />Ordinance; and <br />WHEREAS, the City, the Zone and the Authority have entered into that certain <br />Agreement dated July 9, 2001, and approved by Ordinance No. 2001-2498 (the "Tri-Party <br />Agreement"), pursuant to which the City and the Zone contracted with the Authority to <br />administer the Zone, including, but not limited to, the power to engage in activities relating to the <br />acquisition and development of land, to construct and improve infrastructure in the City, to enter <br />into development agreements with developers and builders in the City, and to issue, sell or <br />deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party <br />Agreement upon the approval of the City Council of the City; and <br />WHEREAS, the TIRZ Act provides that the Zone may enter into agreements as the Zone <br />Board considers necessary or convenient to implement the Project Plan and achieve its purposes; <br />and <br />xoU:3454161.2 <br />