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06 -11-14 LPRDA/TIRZ
44f� Agenda\� » 1}« and 4 d Materials Meetings � . , < ©.._< » « \ } the Boards ofDirectors ::e 1 2014 NOTICE OF MEETING OF LA PORTE REDEVELOPMENT AUTHORITY Notice is hereby given of the meeting of the La Porte Redevelopment Authority to be held Wednesday, June 11, 2014 at 6:30 p.m. in the Council Chambers of City Hall, 604 West Fairmont Parkway, La Porte, Texas, for the purpose of considering the following agenda items: 1. Call to order — Lindsey Pfeiffer, President; 2. Consider approval of the minutes of Board of Directors meeting held on February 19, 2014; 3. Consider Approval of Report on Applying Agreed Upon Procedures to Construction Advance Reimbursable to Malladi S. Reddy and Port Crossing Land, LP; 4. Consider approval or other action with regard to authority invoices; 5. Receive updates from the city, developers and staff with regard to development within the Zone; 6. Board member comments; a. Matters appearing on agenda; b. Inquiry of staff regarding specific factual information or existing policy 7. Adjournment. In compliance with the American Disabilities Act, the City of La Porte City will provide for reasonable accommodations for persons attending public meetings. To better serve attendees, requests should be received 24 hours prior to the meetings. Please contact Patrice Fogarty, City Secretary, at 281-470-5019 or TDD 281-471-5030. A possible quorum of city council members may be present at this meeting and participate in discussions but will take no action. David W. Hawes Executive Director LA PORTE REDEVELoPmENT AuTHoRiTy, CITY OF LA PORTE, TEXAS TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 2. Consider approval of minutes of the Board of Directors meeting held February 19, 2014. LA PoRTE REDEvELopmENT AuTaoRm clo, Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-88"314 MINUTES OF THE MEETING OF THE LA PORTE REDEVELOPMENT AUTHORITY CITY OF LA PORTE, TEXAS BOARD OF DIRECTORS February 19, 2014 CALL TO ORDER — LINDSAY PFEIFFER, PRESIDENT. The Board of Directors of the La Porte Redevelopment Authority, City of La Porte, Texas, held a regular meeting, open to the public, on Wednesday, February 19, 2014, at 6:30 p.m., in the Council Chambers of City Hall, 604 West Fairmont Parkway, La Porte, Texas, and the roll was called of the duly appointed members of the Board, to -wit: Peggy Antone, Secretary Position 1 Dave Tumquist Position 2 Alton Porter Position 3 Horace Leopard Position 4 Doug Martin, Vice Chair Position 5 JJ Meza Position 6 Lloyd Graham Position 7 Chester Pool Position 8 Lindsay Pfeiffer, Chair Position 9 and all of the above were present with the exception of Directors JJ Meza and Lloyd Graham, thus constituting a quorum. Also present were David Hawes and Linda Clayton, both of Hawes Hill Calderon, L.L.P.; and Scott Livingston EDC Director. Also attending the meeting was Paul Grohma, Grommx. Chairman Pfeiffer called the meeting to order at 6:31 p.m. CONSIDER APPROVAL OF THE MINUTES OF BOARD OF DIRECTORS MEETING HELD ON JANUARY 22, 2014. Upon a motion duly made by Director Pool, and being seconded by Director Martin, the Board voted unanimously to approve the minutes of January 22, 2014, as presented. CONSIDER APPROVAL OF DEVELOPMENT FINANCING AGREEMENT BETWEEN THE CITY OF LA PORTE, TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, LA PORTE REDEVELOPMENT AUTHORITY, AND BEAZER HOMES TEXAS LP. Mr. Hawes presented the Development Agreement included in the Board agenda materials and answered questions. He stated the City has approved the agreement. Mr. Grohma stated the construction would start around mid to late May and will be completed in the first two weeks of November, excluding CenterPoint. Mr. Hawes reported this was a standard development agreement with the exception of the stipulations on page 5 under subsection (e). Upon a motion duly made by Director Porter, and being seconded by Director Turnquist, the Board voted unanimously to approve the Development Agreement. CONSIDER APPROVAL OF AGREED UPON PROCEDURES REPORT FOR RETREAT AT BAY FOREST, LP. Mr. Hawes presented the Report on Applying Agreed -Upon Procedures to Construction, Engineering and Related Costs Reimbursable to Retreat at Bay Forest LP included in the Board agenda materials and answered questions. He reported the original submitted schedules and invoices totaled $164,500 without interest and the revised amount was $224,670 including interest. Upon a motion duly made by Director Martin, and being seconded by Director Pool, the Board voted unanimously to approve the procedures report. CONSIDER APPROVAL OR OTHER ACTION WITH REGARD TO AUTHORITY INVOICES. Mr. Hawes presented the invoices included in the Board agenda materials for review. Upon a motion duly made by Director Martin, and being seconded by Director Antone, the Board voted unanimously to approve payment of the invoices. RECEIVE UPDATES FROM THE CITY, DEVELOPERS AND STAFF WITH REGARD TO DEVELOPMENT WITHIN THE ZONE. The Board received updates regarding development within the zone. No Board action was required. BOARD MEMBER COMMENTS. a. Matters appearing on agenda; b. Inquiry of staff regarding specific factual information or existing policy. No action was taken. ADJOURNMENT. There being no further business to come before the Board, Chairman Pfeiffer adjourned the meeting at 7:00 p.m. Secretary 2 LA PORTE REDEvuopi�ffiw AuTHoRrry, CITY OF' LA PORTE,, TExAs AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 3. Consider approval of a report on applying Agreed upon Procedures to construction advance reimbursable to Malladi S. Reddy and Port Crossing Land LP. LA PoRTF REDEvELopmFsT AuTiioRrjry c/b Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 LA PORTE REDEVELOPMENT AUTHORITY REPORT ON APPLYING AGREED -UPON PROCEDURES TO CONSTRUCTION ADVANCE REIMBURSABLE TO MALLADI S. REDDY AND PORT CROSSING LAND, LP (DEVELOPERS) APRIL 24, 2014 uraft - changt Subject !: TABLE OF CONTENTS INDEPENDENT ACCOUNTANT'S REPORT ON APPLYING AGREED -UPON PROCEDURES SCHEDULE OF CONSTRUCTION ADVANCE REIMBURSABLE TO MALLADI S. REDDY (DEVELOPER) SCHEDULE OF CONSTRUCTION ADVANCE REIMBURSABLE TO PORT CROSSING LAND, LP (DEVELOPER) SCHEDULE A 1.9 uraft - Subject to change 1MIcCA.LL GIBSONSWEDLUND BARFOOTPLLC Certified Public Accountants 13100 Wortham Center Drive State 235 Houston, Texas 77065-5620 I11 Congress Avenue (713) 462-0341 suite 400 Ausfin, Texas 78701 Fax (713) 462-2708 (522) 610-2209 E-Mail: zvurtu.m sbpllcxWn April 24, 2014 Board of Directors La Porte Redevelopment Authority City of La Porte, Texas Harris County, Texas Independent Accountant's Report on A 1 in Agreed on Procedures We have performed the procedures enumerated below, which were agreed to by the Board of Directors of the La Porte Redevelopment Authority (the "Authority"), solely to assist you with respect to construction advance costs to be paid by the City of La Porte, Texas, Tax increment Reinvestment Zone No. i to Malladi S. Reddy and Port Crossing Land, LP (the "Developers") as set forth in the accompanying schedule. The below listed procedures were performed solely to assist you in determining the amount to be reimbursed to the Developers. This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Board of Directors of the Authority. Consequently, we make no representation regarding the sufficiency of the procedures either for the purpose for which this report has been requested or for any other purpose. The procedures performed are summarized as follows: A. We reviewed certain schedules and supporting invoices submitted by the Developers in substantiation of the costs to be reimbursed. Our review included all documentation of the advance and proof of payment for which reimbursement is requested. In addition, we reviewed the agreements relative to the reimbursement request. Agreements reviewed are referenced in our report. B. We calculated the Developer interest based upon the terms of the Reinvestment Zone Number One, City of La Porte, Texas (the "Zone") agreement with the Developers for interest in accordance with their respective agreements. Member of American Institute of Cert f ed Public Accountants Texas Society of Certified Public Accountants Draft - Subject to change La Porte Redevelopment Authority April 24, 2014 Page 2 C. We prepared schedules that computed interest in accordance with the terms of the Development Agreement, and limited interest where appropriate. D. We prepared a reimbursement report for the benefit of the City, including the accountant's report and schedule of amounts reimbursable to the Developer B. We were available to attend a meeting to present the report, and to answer questions relating to the report. The attached Schedule A titled "Schedule of Construction Advance Reimbursable to Malladi S. Reddy (Developer)", sets forth the reimbursable costs. This reimbursement is in accordance with the terms and conditions of the Development Agreement by and among the Reinvestment Zone Number One, City of La Porte, Texas, La Porte Redevelopment Authority and 65 La Porte, Ltd. dated August 26, 2004. The advance was made in accordance with a Public Right Of Way Improvement and Funding Agreement dated December 17, 2008 by and among Port Crossing Land, LP, 65 La Porte, Ltd. the La Porte Tax Increment Reinvestment Zone No. I and the La Porte Redevelopment Authority. Dr. Reddy made the advance on behalf of 65 La Porte, Ltd. The Developer originally submitted an advance to the City for $200,000, not including interest. We have revised the reimbursable amount to $232,500, including interest of $32,500 calculated through January 12, 2014, the five year limit in accordance with the agreement. The following changes were made to the original schedule: A. We calculated interest at the prime commercial lending rate of J. P. Morgan Chase Bank, and limited interest to five years in accordance with the Development Agreement through January 12, 2014. No additional interest will be due under the agreement. The calculation resulted in an increase of $32,500. The attached Schedule B titled "Schedule of Construction Advance Reimbursable to Port Crossing Land, LP (Developer)", sets forth the reimbursable costs. This reimbursement is in accordance with the terms and conditions of the Development Agreement by and among the Reinvestment Zone Number One, City of La Porte, Texas, La Porte Redevelopment Authority and Port Crossing Land dated May 24, 2006. The advance was made in accordance with a Public Right Of Way Improvement and Funding Agreement dated December 17, 2008 by and among Port Crossing Land, LP, 65 LaPorte, Ltd. the La Porte Tax Increment Reinvestment Zone No. 1 and the La Porte Redevelopment Authority. rt- Subject La Porte Redevelopment Authority April 24, 2014 Page 3 The Developer originally submitted an advance to the City for $200,000, not including interest. We have revised the reimbursable amount to $232,500, including interest of $32,500 calculated through December 21, 2013, the five year limit in accordance with the agreement. The following changes were made to the original schedule: A. We calculated interest at the prime commercial lending rate of J. P. Morgan Chase Bank, and limited interest to five years in accordance with the Development Agreement through December 21, 2013. No additional interest will be due under the agreement. The calculation resulted in an increase of $32,500. According to the Development Agreements, the Developers are to be paid interest on the reimbursable amount at the prime commercial lending rate of J. P. Morgan Chase Bank per annum, limited to five years. Interest was calculated on the per annum basis of a year being 365 days. The following details the interest rates used for the periods included: Dates Prime Rate December 22, 2008 to January 12, 2014* 3.25% *Five year limit was reached, no additional interest will accrue The Authority's obligation to reimburse the Developers is limited to any Pledged Available Tax Increment under the Development Agreement. We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on the aforementioned reimbursable costs. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters night have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Board of Directors and is not intended to be and should not be used by anyone other than this specified party. However, this report is a matter of public record and its distribution is not limited. This report should not be associated with the presentation of any financial data of the District except to comply with filing requirements as specified by the parties to the agreement. McCall Gibson Swedlund Barfoot PLLC Certified Public Accountants 2014 Report AUP Draft - Subject to change LA PORTE REDEVELOPMENT AUTHORITY SCHEDULE OF CONSTRUCTION ADVANCE REIMBURSABLE TO MALLADI S. REDDY (DEVELOPER) APRIL 24, 2014 (SEE ACCOMPANYING DISCLAIMER OF OPINION AND EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) DESCRIPTION City of La Porte, Texas Advance for Construction Costs related to Street Tie -In Project at Wharton Weems and State Highway 146 REIMBURSABLE COST Amount Paid by Developer 200,000.00 TOTAL AMOUNT REIMBURSABLE TO MALLADI S. REDDY AS OF APRIL 24, 2014 $ 200,000.00 Add: Interest Calculated per Agreement* 32,500.00 TOTAL AMOUNT PAYABLE TO MALLADI S. REDDY AS OF APRIL 24, 2014 $ 232,500.00 *Interest was calculated at the prime rate of IPMorgan Chase Bank in accordance with the Development Agreement,and limited to five years. No additional interest will accrue. Schcdutc A Pagc ] of t Draft - Subject to charge LA PORTE REDEVELOPMENT AUTHORITY SCHEDULE OF CONSTRUCTION ADVANCE REIMBURSABLE TO PORT CROSSING LAND, LP (DEVELOPER) APRIL 24, 2014 (SEE ACCOMPANYING DISCLAIMER OF OPINION AND EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) DESCRIPTION City of La Porte, Texas Advance for Construction Costs related to Street Tie -In Project at Wharton Weems and State Highway 146 Amount Paid by Developer TOTAL AMOUNT REIMBURSABLE TO PORT CROSSING LAND, LP AS OF APRIL 24, 2014 Add: Interest Calculated per Agreement* TOTAL AMOUNT PAYABLE TO PORT CROSSING LAND, LP AS OF APRIL 24, 2014 `Interest was calculated at the prime rate of JPMorgan Chase Bank in accordance with the Development Agreement and limited to five years, No additional interest will accrue. REIMBURSABLE COST 200,000.00 200,000.00 32,500,00 $ 232,500.00 Schedule 8 Page t of 7 McCALL GIBSON SWEDLUND 13ARFOOT PLLC Ce"11VIed P24')14-- Accoreirfanis 13M 1 2 z 62 April 24, 2014 La Pone Redeveloprzirni Authority 0) David Hawes I ]awe-, T-,!Till I I Caldcron, LLP 9610 Unig Pt)-ini Rimed, Suite 150 flouston. TX 7705i M 1212J 51,5-220 UM'7%#KqA1rL= We will pc'rforin the procedums (mkinicrated below, which are. agmed upon by 1,bc, La Porte Redevelopmenl Authority fthe "Autlimily") On the invoices antIsOwdilics submitLed by Maladi S. Reddy and PL)rt. Cussing Land, LP (Lilt "DMIOPOrs") Which tare; iricluded for pawmint in accordance with the terms (if the Developmr-nt Agrcclilcnt with 65 La Poric, Ltd. 'and Port. CrDSsing Land, J-11- Otis, rep arl will be an kgreed-ujKm procedures en,o04,errivni performed in actlord anti x0b standaxds establisluxi by ffic American of Cellified Public Ao;mmitants with Regaml (st lh-;� ("onstruction, En LV gincxring and Related Cos1s, of the Developer. Our ongagemenc will be limilcd to a review of ffitt docurttontatioll and information submitted for Mwim bV the FeSpeCl.ivc panks, and will be 1`01- 1he purpose of determining I& amount Lo hit - al irallraarsr„cl and to comparic ,W1 (if 1hr, actlial COMA to that Lo Potic Tax Iftemmeni cinvestment 7,0110 (Lllr-':'TTR7",) Estimated Z6rie Pr;tjcct ("cists, 7fbi-5 agrecd-u,pon provalurcn, m9agellIellt will he Conducred hi aCL0Tdan:(!C, IVIEb attestali(IT, slamhirds cstablislied by the Armrimu Instinite ol'CerLificed Public Accounlanh, The silffjejej,,�v Of the PTI.K.'edurc's is solely the Teliponsibitity of the City, Consequently, we will make ti(') Vepre.s,co)Wliun rrgardin.g the sut"InJuncy of the procednits tith(,tr for time pmjxf.'..,e or which this report has been ruclucsicd or for any olhar Ptli-Pose. Ilie j3rDLtX1tJTC.5We Vijjt J)ej-r�jj-M arc as su nuilarized below - Al We willreview ceitain lichcclules and supporting invoices subMillrAl by the LNevelolvr's in substantiation 01' (Ile Costs 10 Lie reinifiursv4l. Our repiew by include all docurnmuttion for supporling items, aniatiriLs, and proof of payitient. For which ruimbLtmmcni is requested. Tn WiditiOn, We will feview all agrCements providm[ to us relative to the rcimbursement WV4�'A- -lilt Texor &x.ier;ey f.*,O.rl.'.i,,OPyl-fiC.I._-Cjil,Vlfall,.r La Poole Redeveloptrivni Authority clo Havves Hill Caldeivin. UP Apii] 2-1, 2014 purge: 2 13; We Will revieW did compilation Of certain CCALpaid to IhC City in accordwice with the DcN.-clopillent Aeteernents, Anv costs icquired to be paid'hy the Dcvc1opers will lie drducicd- , - I I C. We will prepare ichedtilcs that COMPUte irlLere-4in avcordancc vvith the tenws of ft, Developmeric Agreement, anti will limit iatem�t -where ajiprcipTim C'. C, D- We will pmparc a rcimbursetnent rerxiri for the benefit of the Citv. inOwling tile accotintanC.S FUPOTI tind schcdule of aniounts rtiMbtirmbic. to the Develcjl)ei- ', Wc wiff be available to attend as mixting to present the mport, and i(I tinswer quest ow; relat-ing Io thc mport. Thc obiective 01"this ag'i=d-uport -procedures eagaverneril will bc to waist you in evaluaiin 0 - g t 11 c MaSonabicness of the aforernentiontul costs. Because the abf)vt PrUcudkircs will not be SUMLicn( to con-Ailute an audit made i,ti accordanLe. with grtic ",IV accepted auditing slandards, we will riol. C. expnas.s an opinion on the aforementioned rehribuniabic, costs. Howeller, we will mport to you any matters thaL C0171C to carer attention that causes- us uibiflicvc that the aforementioned, ci)15ts are incorrect. In addition, this ajm,=,I-tipGn procedureserkga�L!etridni is not prinxvily or specificallyL[,V.Si 0 _ _A!nt(j� atid c&uiot be relied wean, disclose dctalcauioo, and of cr sinjilar irregulas-ilies, uIllmugh Itiv ir d i,,Aiovcry ma3r resu It. This repotrofqreed-upm prix-edures is far the exclusive Lisc of the Board of Directors of the, Authority, and shoutd wit lac disixiiiiAcd to or made available Ica paT%ins orentities outside, of tree B(Mrd, nOT Should the MPOR be aMciciukxf with the presentation cil' anv F-imincial data of the Audimily excvpt as required by the sJjecific agmtmcut and tlic Texas Open Ran ords Act, Chris Swedluiid is the engagcment partner arld is mquinsible for supicivising the eripw ^- gmncnt and signing the repoil or aut1wrizing anochex individual Lo sign, [lie report, Tho charge for this work will be a ilic Firm's regular hourly raLeq. A portion of the cost ol- aimse prixxd=5 will be determined by the condilion of the 'records Aubjuiucd by the respective, developer ear thvtflopers to be reimbursed_ Billings will be made when the 11nal report is, issued. The hourIv rates area: ws ffillim"s; • Clerical Services S60-$80 per hour • Staff Profess ' ioa-al S95 -S 120 per hour • Senior Prof�ssional or Manager $120-S 1 0 PVT hour , , 0 • Principal at S-1-15 per- hour We dlililn,11V, the cost of performing these procedtircs on your beliall"k) range N,Iwccn S3,M) and S4,M). 1.4'Portc RodevelopmenE Audiorily 06 ITawr.,,, Hill Calderon, LLP April -24, 120 14 Paee 3 You at-rer, thaL any displitc regaffding dii+ en_gagcmcni will, prior to rvmrjing to Iftigaticiii. bl� sulk' teed to oiediatlon urmn wfitten, requesL hy eilbtr party. Both parties keme K, try ' in go'od faith to settle the dispaw in mcdiation, *I'he �iniejican Arbivation Associatioji will administer any skich mcdiation in accoidwice vvkh its Commercial Mediation R,tiles. The results of lhc inediaLion pmaxding shall L-,.-- binding Only if V�Ich of Us 4P -u an 0 agrees to be boun(j. NVe x�,ijj slj� e y costs of inediuLitm pni=din-vs cqually- Wc apprec.kite the confidettext y0l, bavc placed in this firm by Tcolimng us as vojjj° irtdepvn(jcnt aCLountanls in this matter. if you agTet: wilh, the above undets'Landing (,)( the cngagemeDE- S CU ,iPlIthe dupli lec-upy,oft[iisletteiatidreLut-n!,[,',Ilyotlrcaliestcogiveriirlice. Thankyou. Sincerely yours, McCall Gibson.Swed1mid. Mirfimi Plj,,,C' ACIFLNOWLEDGEMENT-- Title. !Fu;!;1pi;rjKm U;Ia- ROV.'r--mh-NA4 T)ajw, L.A. PORTE REDEwLOPMENT AUTHORITY, CITY OF LA PORTE, TEXAS AGENDA MEmoRANDum TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 4. 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R �L Y♦: R R R R R 3L 2i Si It YC 7t dG YF YF YF 3x R .� � �.' m u> m ` i m � d '. C a'� y � mN >u G � 6�i � M N M N M � -i M V R 3L it R 7G �t S FD F N N N N M m M M M M M m m m e{ 7 d' 0 0 0� •-F ri ri � ' O q N N N O N N O N N N N N N N N N N N N N N \ N \ \ \ N \ \ \ \ \ \ \ \ \ \ \ \ N•` q h N m N C �-t \ \ \ O \ \ \ Q 00 N N N 1p N N N N N N N \ \ \ \ \ '.{ .m-1 C] Ol N N N N pp Q N N N m N N N N � N N\ rl fi N\- N ei •i ei n1 7 7 aP 61 O1 N N N N V m h h h op N Ol W N N lD [O 1p W �O c0 i� l0 �D 1p +O LD [O W _ ANDREWS KURiH May 29, 2014 La Porte Redevelopment Authority c/o David Hawes Hawes Hill Calderon P.O. Box 22167 Houston, TX 77227-2167 Andrews Kurth LLP P.O. Box 301276 Dallas, Texas 75303-1276 713.220.4200 Phone 713.220.4285 Fax andrewskurth_eom Taxpayer LD_ #k74-1027138 As of April 30, 2014 Invoice No. 10642473 07873 0023774 / 0153271 RE: ADDITIONAL SERVICES Date Services Name Hours 11/07/13 TIRZ ##1 -Draft Development Agreement M. M. WHITE 1.60 with Beazer Homes. 11/08/13 Review draft Development Agreement. J. A. HERNANDEZ 1.00 11/19/13 TIRZ 91 - Revise Beazer Development M. M. WHITE 1,20 Agreement. 11 /20/ 13 TIRZ # 1 -Review Beazer changes to M. M. WHITE 0.60 Development Agreement. Total Services 4.40 Payment due upon receipt To assist in complying with regulations under IRS §274, additional documentation for overtime meals and travel meals is available upon request. For Questions or Comments Regarding this Bill, Please Contact the Accounting Department at (713) 220-4606, $ 2,545.00 HOU_34421 t 7. t Page 2 ANDREWS KURTH LLP RE: ADDITIONAL SERVICES SUMMtY OF FEES Number Name 07873 HERNANDEZ, T. A. 07875 WHITE, M. M. Hours 1.00 3.40 4.40 As of April 30, 2014 Invoice No. 10642473 07873 0023774 / 0153271 Value 675.00 1,870.00 $2,545.00 HOU:3442117.1 Payment due upon receipt To assist in complying with regulations under IRS §274, additional documentation for overtime meals and travel meals is available upon request, For Questions or Comments Regarding this Bill, Please Contact the Accounting Department at (713) 220-4606, M AN D REWS KU RTH May 29, 2014 PLEASE RETURN THIS COPY WITH YOUR PAYMENT Andrews Kurth LLP P.O. Box 301276 Dallas, Texas 75303-1276 713,220,4200 Phone 713.220.4285 Fax andrewskurth.com Taxpayer I.D. #74-1027138 La Porte Redevelopment Authority As of April 30, 2014 c/o David Hawes Invoice No. 10642473 Hawes Hill Calderon 07873 0023774 / 0153271 P.O. Box 22167 Houston, TX 77227-2167 ADDITIONAL SERVICES INVOICE SUMMARY Total Services Total Disbursements Total Current Services and Disbursements Due This Bill SUMMARY OF ACCOUNTS RECEIVABLE Invoice Invoice Total Date Number Balance Due 5/29/14 10642473 2,545.00 Total balance outstanding for this matter $ 2,545.00 As Of May 29, 2014 $ 2,545.00 0.00 $ 2,545.00 *****************PLEASE NOTE NEW REMIT ADDRESS BELOW*************** PLEASE RETURN THIS COPY WITH YOUR PAYMENT Payment due upon receipt Please Reference Invoice Number & Client(Matter Number on Your Payment "Please send remittance to: Wire Transfer information: ACH Information: ANDREWS KURTH LLP JPillforgan Chase, 712 Main Street, Houston, TX 77002 JPMorgan Chase P.Q. Box 301276 ABA: 021000021 ABA: 111000614 Dallas, TX 75303-1276 Acct#: 00100184952 Acct#: 00100184952 Swift Code: CHASUS33 Fax Remittance Info: 713-238-7131 AccountsReceivable@akilp.com For Questions or Comments Regarding this invoice, Please Contact the Accounting Department at (713) 220-4606. HOU:3442117.1 McCALL GIBSON SWEDLUND BARFOOT PLLC Certified Public Accountants 13100 Wortham Center Drive Suite 235 Houston, Texas 77065 5610 (713) 462-0341 Fax (713) 462-2708 E-Mail: nr sU@ur sU Ilc.tonr May 1, 2014 La Porte Redevelopment Authority c/o Ms. Susan Hill Hawes, Hill Calderon, L.L.P. 9610 Long Point Road, Suite 150 Houston, Texas 77055 Client Number — 537-00 111 Congress Avenue Suite 400 Austin, Texas 78701 (512) 610-2209 rrnErro.m sU tic.co+u Preparation of Agreed -Upon Procedures Report dated April 24, 2014, for Construction Advances Reimbursable to Malladi S. Reddy and Port Crossing Land, LP. Total Due Member of American Institute of Certified Public Accountants Texas Society of Certified Public Accountants 3 00.00 Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 STATEMENT DATE TMZ -La Porte # 1 6/6/2014 604 W. Fairmont Pkwy, LaPorte, TX 77571 AMOUNT REMITTED Page 1 $ DATE I INVOICE NO. DESCRIPTION CHARGES PAYMENTS BALANCE 3/6/2014 43014694 Sale; City of La Porte $2,109.60 $2,109.60 4/612014 43014695 Sale; City of La Porte $2,000.00 $2,000.00 5/6/2014 43014718 Sale; City of La Porte $2,000.00 $2,000.00 6/6/2014 43014719 Sale; City of La Porte $3,500.48 $3,500.48 6/6/2014 Finance Charge $0.00 $0.00 CURRENT 30 DAYS 90 DAYS 90+ DAYS AMOUNT DUE $3,500.48 $0.00 $4,000.00 $2,109.60 $9,610.08 Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 Bill To: TIRZ -La Porte # 1 604 W. Fairmont Pkwy. LaPorte, TX 77571 Invoice M 43014694 Date: 3/6/2014 Page: I Invoice Terms: C.O.D. Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 Sill To: ` TRZ -La Porte # 1 604 W. Fairmont Pkwy. LaPorte, TX 77571 Invoice #: 43014695 Date: 4/6/2014 Page: 1 Invoice Terms: C.Q.D. Hawes Hill Calderon 1,LP P.O. Box 22167 Houston TX 77227-2167 Bill To: TIRZ -La Porte # 1 604 W. Fairmont Pkwy. La Porte, TX 77571 Invoice #: 43014718 Date: 5/6/2014 Page: 1 Invoice Terms: C.O.D. Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 Bill To: TIRZ -La Porte # 1 604 W. Fairmont Pkwy. LaPorte, TX 77571 Invoice #: 43014719 Date: 6/6/2014 Page: I Invoice Terms: C.O.D. FEDERAL ROME LOAN BANK-DALLAS 8500 FREEPORT PARKWAY SOUTH SUITE 100 IRVING, TX 75063-2547 LaPorte Redevelopment Ruth Ops Hall Hill Calderon, LLP Attn: Susan Hill 10103 Fondren Rd., Suite 300 Mauston, TX 77096-4655 New Pledged Security Notification Receipt Number: 2377009212 Account: 9518 Effective: 06/05/2014 The following securities have been pledged by: Amegy Bank, N.A. Attn: Scott Wolfe 4400 Post Oak, 13th Floor Houston, TX 77027 SBA 507700 83164URV0 CUSIP: 83164JRVO Maturity Dt: 05/25/2031 Current Rate: 2.5800000 Issue Dt: 05/01/2006 Face Amt: 280,000.00 Par Amt: 119,172.53 IN ORDER TO COMPLY SMITH 2257.045(C) (2) OF THE TEXAS GOVERNMENT CODE, PROMPTLY, BY THE CLOSE OF BUSINESS TODAY, DELIVER A COPY OF THIS TRUST RECEIPT TO YOUR DEPOSITOR R I F&I SM. 13 1 No Notice is hereby given of the meeting of the La Porte Tax Increment Reinvestment Zone to be held Wednesday, June 11, 2014 at 6:30 p.m. in the Council Chambers of City Hall, 604 West Fairmont Parkway, La Porte, Texas, for the purpose of considering the following agenda items: 1. Call to order — Lindsay Pfeiffer, President 2. Consider approval of the minutes of Board of Directors meeting held on February 19, 20 14; 3. Consent agenda — any item may be removed by a board member for discussion Entertain motion and a second to approve the TIRZ items in the same form and manner as was approved in the previous Redevelopment Authority meeting — Lindsey Pfeiffer, Chairperson a. Consider Approval of Report on Applying Agreed Upon Procedures to Construction Advance Reimbursable to Malladi S. Reddy and Port Crossing Land, LP; b. Consider approval or other action with regard to authority invoices; c. Receive updates from the city, developers and staff with regard to development within the Zone; d. Board member comments with regard to matters appearing on agenda and inquiry of staff regarding specific factual information or existing policy; e. Adj ournment. In compliance with the American Disabilities Act, the City of La Porte City will provide for reasonable accommodations for persons attending public meetings. To better serve attendees, requests should be received 24 hours prior to the meetings. Please contact Patrice Fogarty, City secretary, at 281-470-5019 or TDD 281-471-5030. A possible quorum of city council members may be present at this meeting and participate in discussions but will take no action. David W. Hawes Executive Director MINUTES OF THE MEETING OF THE LA PORTE TAX INCREMENT REINVESTMENT ZONE CITY OF LA PORTE, TEXAS BOARD OF DIRECTORS February 19, 2014 CALL TO ORDER — LINDSAY PFEIFFER, PRESIDENT. The Board of Directors of the La Porte Tax Increment Reinvestment Zone, City of La Porte, Texas, held a regular meeting, open to the public, on Wednesday, February 19, 2014, at 6:30 p.m., in the Council Chambers of City Hall, 604 West Fairmont Parkway, La Porte, Texas, and the roll was called of the duly appointed members of the Board, to -wit: Peggy Antone, Secretary Position 1 Dave Turnquist Position 2 Alton Porter Position 3 Horace Leopard Position 4 Doug Martin, Vice Chair Position 5 JJ Meza Position 6 Lloyd Graham Position 7 Chester Pool Position 8 Lindsay Pfeiffer, Chair Position 9 and all of the above were present with the exception of Directors JJ Meza and Lloyd Graham, thus constituting a quorum. Also present were David Hawes and Linda Clayton, both of Hawes Hill Calderon, L.L.P.; and Scott Livingston EDC Director. Also attending the meeting was Paul Grohma, Gromax. Chairman Pfeiffer called the meeting to order at 7:00 p.m. CONSIDER APPROVAL OF THE MINUTES OF BOARD OF DIRECTORS MEETING HELD ON JANUARY 22, 2014. Upon a motion duly made by Director Turnquist, and being seconded by Director Martin, the Board voted unanimously to approve the minutes of January 22, 2014, as presented. CONSENT AGENDA — ANY ITEM MAY BE REMOVED BY A BOARD MEMBER FOR DISCUSSION. • ENTERTAIN MOTION AND A SECOND TO APPROVE THE TIRZ ITEMSIN THE SAME FORM AND MANNER AS WAS APPROVED IN THE PREVIOUS REDEVELOPMENT AUTHORITY MEETING — LINDSAY PFEIFFER, CHAIRMAN. a. Consider Approval of Development Financing Agreement Between The City Of La Porte, Tax Increment Reinvestment Zone Number One, City Of La Porte, La Porte Redevelopment Authority, and Beazer Homes Texas LP. b. Consider approval of Agreed Upon Procedures Report for Retreat at Bay Forest, LP. c. Consider approval or other action with regard to Authority Invoices. d. Receive updates from the city, developers and staff with regard to development within the zone. e. Board member comments with regard to matters appearing on the agenda and inquiry of staff regarding specific factual information or existing policy; f. Adjournment. Upon a motion duly made by Director Porter, and being seconded by Director Pool, the Board voted unanimously to approve the TIRZ items in the same form and manner as was approved at the previous Redevelopment Authority meeting. ADJOURNMENT. There being no further business to come before the Board, Chairman Pfeiffer adjourned the meeting at 7:01 p.m. Secretary