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HomeMy WebLinkAbout07-23-14 LPRDA/TIRZAgendas andAgenda Materials 7 \e l: Meetings ::y#y of ::e Boards, :a\d y ofDirectors La Porte o\:e Tax \ Increment Reinvestment :m,...v:e,.t Zone 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, July 23, 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; 2. Consider approval of the minutes of Board of Directors meeting held on June 11, 2014; 3. Consider Development Agreement with Spencer Road Venture (Senior Associates, Inc.); 4. Consider TIRZ Increment Disbursement Report and authorize payment to developers; 5. Consider approval or other action with regard to authority invoices; 6. Receive updates from the city, developers and staff with regard to development within the Zone; 7. Board member comments; a. Matters appearing on agenda; b. Inquiry of staff regarding specific factual information or existing policy 8. 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 AGENDA MEMORANDUM 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 June 11, 2014. LA PoRTE REDEvELopmENT AuTnoarry do Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 MINUTES OF THE MEETING OF THE LA PORTE REDEVELOPMENT AUTHORITY CITY OF LA PORTE, TEXAS BOARD OF DIRECTORS June 11, 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, June 11, 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 Alton Porter and Lloyd Graham, thus constituting a quorum. Also present were David Hawes and Linda Clayton, both of Hawes Hill Calderon, LLP; and Scott Livingston, La Porte EDC Director. Others attending the meeting were Alan Mueller, Gromax Development; and James Larson, Lakes at Fairmont Greens. Chairman Pfeiffer called the meeting to order at 6:32 p.m. CONSIDER APPROVAL OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 19, 2014. Upon a motion duly made by Director Martin, and being seconded by Director Leopard, the Board voted unanimously to approve the Minutes of the February 19, 2014, Board meeting, as presented. CONSIDER APPROVAL OF REPORT ON APPLYING AGREED UPON PROCEDURES TO CONSTRUCTION ADVANCE REIMBURSABLE TO MALLADI S. REDDY AND PORT CROSSING LAND, LP. Mr. Hawes reported the reimbursements were in accordance with the Development Agreement with Dr. Reddy and the Public Right of Way Improvement and Funding Agreement with Port Crossing Land for costs related to the street tie-in at Wharton Weems and State Highway 146. Mr. Hawes answered questions regarding interest. Upon a motion duly made by Director Turnquist, and being seconded by Director Martin, the Board voted unanimously to approve the Report and payment of the reimbursements to Malladi S. Reddy in the amount of $232,500 and to Port Crossing Land in the amount of $232,500. CONSIDER APPROVAL OR OTHER ACTION WITH REGARD TO AUTHORITY INVOICES. Mr. Hawes presented the Cash Flow Report, FY 2009-2104 and went over the invoices, included in the Board agenda materials. He reported on June 4, 2014, a wire transfer was received for the county increment payment. He provided a handout on the Captured Value; Payments and Adjustments City of La Porte and La Porte Independent School District, a copy is attached as Exhibit A. He reported the city and school district wire transfer for increment payment had not been received as yet and he would follow-up with them. He reported he would provide the 2015 Budget to the next Board meeting for review. Upon a motion duly made by Director Pool, and being seconded by Director Antone, the Board voted unanimously to approve payment of the invoices, as presented. RECEIVE UPDATES FROM THE CITY, DEVELOPERS AND STAFF WITH REGARD TO DEVELOPMENT WITHIN THE ZONE. Mr. Hawes reported CobbFendley had went through a sealed bid process for water, sanitary and drainage improvements for Bayside Crossing. He reported after the invitation for bid was published twice, three bids were received and Paskey, Inc. was the low bid. He provided a handout on the bid proposals received, including the two publications, a copy is attached as Exhibit B. Mr. Hawes reported CobbFendley would provide progress reports with Pay Applications. Mr. Mueller reported on the project. Mr. Hawes reported the law firm of Andrews Kurth was drafting a Development Agreement for the land detention. Mr. Livingston provided information on various properties in the TIRZ area. BOARD MEMBER COMMENTS. a. Matters appearing on Agenda. b. Inquiry of staff regarding specific factual information or existing policy. Mr. Hawes answered questions presented by the Board. ADJOURNMENT. There being no further business to come before the Board, Chairman Pfeiffer adjourned the meeting at 7:06 p.m. Secretary List of Exhibits: Exhibit A Re -Calculation of the Captured Value Payments and Adjustments City of La Porte Payments and Adjustments La Porte Independent School District Exhibit B Cobb Fendley -- bid proposals and publications 2 LA PORTE REDEVELoPmENT AUTHORITY, CITY OF LAPORTE, TEXAS AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 3. Consider a Development Agreement with Spencer Road Venture (Senior Associates, Inc.). LA, PoRTE REnjEvFjoPmErff AurnoRrry c/o Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 REIMBURSEMENT AGREEMENT among REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, and LA PORTE REDEVELOPMENT AUTHORITY and SENIOR ASSOCIATES, INC. HOU3454161.2 REIMBURSEMENT AGREEMENT This Reimbursement Agreement ("Agreement"), effective , 2014, is made by and among REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS (the "Zone"), a tax increment reinvestment zone created by the City, acting by and through its Board of Directors (the "Zone Board"), LA PORTE REDEVELOPMENT AUTHORITY (the "Authority"), a local government corporation created by the City, acting by and through its Board of Directors (the "Authority Board") and SENIOR ASSOCIATES, INC., a Texas corporation (the "Owner"). RECITALS WHEREAS, by Ordinance No. 99-2325 (the "TIRZ Ordinance"), the City Council of the City of La Porte, Texas (the "City") created the Zone pursuant to Chapter 311, Texas Tax Code, as amended (the "TIRZ Act"); and WHEREAS, the Zone Board adopted a final Project Plan and Reinvestment Zone Financing Plan; and WHEREAS, the City Council of the City approved the final Project Plan and Reinvestment Zone Financing Plan by Ordinance No. 99-2352; and WHEREAS, the Zone Board recommended that the Zone's boundaries be expanded and adopted an Amended Project Plan and Reinvestment Zone Financing Plan (as amended, the "Project Plan."); and WHEREAS, the City Council of the City approved the expansion of the Zone's boundaries by Ordinance No. 2013- and approved the Project Plan by Ordinance No. 2013- and WHEREAS, the City authorized the creation of the Authority to aid, assist and act on behalf of the City in the performance of the City's governmental functions with respect to the common good and general welfare of the City and neighboring areas as described in the TIRZ Ordinance; and WHEREAS, the City, the Zone and the Authority have entered into that certain Agreement dated July 9, 2001, and approved by Ordinance No. 2001-2498 (the "Tri-Party Agreement"), pursuant to which the City and the Zone contracted with the Authority to administer the Zone, including, but not limited to, the power to engage in activities relating to the acquisition and development of land, to construct and improve infrastructure in the City, to enter into development agreements with developers and builders in the City, and to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement upon the approval of the City Council of the City; and WHEREAS, the TIRZ Act provides that the Zone may enter into agreements as the Zone Board considers necessary or convenient to implement the Project Plan and achieve its purposes; and xoU:3454161.2 WHEREAS, the City, the Zone and the Authority have previously entered into a Development Agreement, dated as of February 2014 (the "Existing Agreement"), with Beazer Homes LP, a Texas limited partnership (the "Developer"), pursuant to which the Developer will be reimbursed by the Authority for the costs of certain Public Improvements within the Project (as defined in the Existing Agreement); WHEREAS, a portion of the costs payable to the Developer pursuant to the Existing Agreement have been incurred by the Owner (as more fully described herein, the "Owner Portion"); WHEREAS, the parties wish to enter into this agreement to provide for the reimbursement directly to the Owner by the Authority of the Owner Portion; WHEREAS, by its acknowledgment hereof, the Developer acknowledges and agrees that the amount reimbursable to it pursuant to the Existing Agreement is hereby reduced by the amount of the Escrow Deposit; NOW THEREFORE, for and in consideration of the mutual promises, covenants, obligations, and benefits of this Agreement, the Zone, the Authority and the Owner contract and agree, and the Developer hereby acknowledges and agrees, as follows: AGREEMENT ARTICLE 1 GENERAL TERMS 1.1 Definitions. The following terms have the following meanings for purposes of this Agreement. Any capitalized term used in this Agreement and not otherwise defined herein shall have the meaning given such term in the Existing Agreement. "Agreement" shall mean this Reimbursement Agreement by and among the Zone, the Authority and the Owner. "Appraisal" shall mean an independent appraisal of the Land to be obtained by the Authority based on the assumption that the Land could be sold for commercial or other purposes similar to the purposes for which the Owner Tract was sold. "Authority" shall mean the La Porte Redevelopment Authority, a Iocal government corporation created by the City. "Authority Board" shall mean the Board of Directors of the Authority. "City" shall mean the City of LaPorte, Texas. "Developer" shall mean Beazer Homes Texas LP, a Delaware limited partnership. 2 HOU:3454I6I.2 "Escrow Agreement" shall mean that certain Escrow Agreement, dated as of February 28, 2014, governing the disbursement of amounts deposited with the Title Company by the Owner, attached hereto as Exhibit B. "Escrow Deposit" shall mean an amount equal to $222,067.32, being the amount deposited with the Title Company by the Owner pursuant to the Escrow Agreement. "Existing Agreement" shall mean the Development Agreement, dated as of February 2014, among the City, the Zone, the Authority and the Developer, attached hereto as Exhibit A. "Land" shall mean the approximately three acres of real property contributed by the Owner for detention purposes, more particularly described in Exhibit C-1 and Exhibit C-2. "Owner" shall mean Senior Associates, Inc., a Texas corporation. "Owner Portion" shall mean an amount equal to the sum of the Escrow Deposit and the Value of the Land. "Owner Tract" shall mean the approximately 11.7 acres of real property owned by the Owner as of the date of this Agreement, more particularly described in Exhibit D. "Parties" or "Party" shall mean the City, the Zone, the Authority and the Owner, the parties to this Agreement. "Project Plan" shall mean the Project Plan and Reinvestment Zone Financing Plan of the Zone, as amended from time to time. "State" shall mean the State of Texas. "Tax Increment" shall have the meaning given such term in the Tri-Party Agreement. "Tax Increment Revenue Fund" shall mean the special fund established by the Authority and funded with payments made by the City and any other participating Taxing Units, pursuant to the Tri-Party Agreement. "Taxing Unit" shall mean individuahly and collectively, the City and any other taxing units participating in the Zone. "TIRZ Act" shall mean Chapter 311, Texas Tax Code, as amended from time to time. "Title Company" shall mean Charter Title Company, as holder of the Escrow Deposit pursuant to the Escrow Agreement. "Tri-Party Agreement" shall mean that certain Agreement, dated July 9, 2001, and approved by Ordinance No. 2001-2498, pursuant to which the City and the Zone contracted with the Authority to administer the Zone. "Value of the Land" shall mean the amount determined pursuant to Section 33 of this Agreement. 3 HOU:3454161.2 "Zone" shall mean the Reinvestment Zone Number One, City of La Porte, Texas, a tax increment reinvestment zone created by the City pursuant to the TIRZ Act. "Zone Board" shall mean the Board of Directors of the Zone. 1.2 Singular and Plural. Words used herein in the singular, where the context so permits, also include the plural and vice versa. The definitions of words in the singular herein also apply to such words when used in the plural where the context so permits and vice versa. that: ARTICLE 2 REPRESENTATIONS 2.1 Representations of the Authorily. The Authority hereby represents to the Owner (A) The Authority is duly authorized, created and existing in good standing under the laws of the State and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) The Authority has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) have been duly authorized, (ii) to the best of its knowledge, will not violate any applicable judgment, order, law or regulation, and (iii) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Authority under any agreement or instrument to which the Authority is a party or by which the Authority or its assets may be bound or affected. (C) The Project, the Public Improvements and the Project Costs are components of or are consistent with the Project Plan. (D) This Agreement has been duly authorized, executed and delivered by the Authority and, constitutes a legal, valid and binding obligation of the Authority, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery and performance of this Agreement by the Authority sloes not require the consent or approval of any person which has not been obtained. (F) The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. 2.2 Representations of the Zone. The Zone hereby represents to the Owner that: 4 HOU:3454161.2 (A) The Zone is duly authorized, created and existing in good standing under the laws of the State and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) The Zone has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) have been duly authorized, (ii) to the best of its knowledge, will not violate any applicable judgment, order, law or regulation, and (iii) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Zone under any agreement or instrument to which the Zone is a party or by which the Zone or its assets may be bound or affected. (C) The Project, the Public Improvements and the Project Costs are components of or are consistent with the Project Plan. (D) This Agreement has been duly authorized, executed and delivered by the Zone and constitutes a legal, valid and binding obligation of the Zone, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be Iimited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery and performance of this Agreement by the Zone does not require the consent or approval of any person which has not been obtained. 2.3 Representations of the Owner. The Owner hereby represents to the Authority and the Zone that: (A) The Owner is duly authorized, created and existing in good standing under the laws of the State and is qualified to do business in the State. (B) The Owner has the power, authority and Iegal right to enter into and perform its obligations set forth in this Agreement and the execution, delivery and performance hereof (i) have been duly authorized by requisite corporate action, (ii) will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Owner or any provisions of the Owner's bylaws or limited partnership agreement, and (iii) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Owner under any agreement or instrument to which the Owner is a party or by which the Owner or its assets may be bound or affected. (C) The Owner will have sufficient capital to perform its obligations under this Agreement at the time it needs to have sufficient capital. (D) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Owner, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be 5 HOU:3454161.2 limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. ARTICLE 3 REIMBURSEMENT TO THE OWNER 3.1 Public Improvements. The Developer is obligated to construct the Public Improvements pursuant to the terms of the Existing Agreement. Pursuant to the Escrow Agreement, the Owner deposited the Escrow Deposit with the Title Company to be used by the Developer to fund a portion of the construction of the Public Improvements. In addition, pursuant to the , the Owner contributed the Land upon which a portion of the Public Improvements will be located. 3.2 Reimbursement of Escrow De osit to the Owner. At such time(s) as the Developer submits a Request for Contract Progress Payment pursuant to the Existing Agreement with respect to those Public Improvements identified as "Detention Items" in Exhibit B to the Existing Agreement, and upon written confirmation from the Developer that the Owner has released its share of such Contract Progress Payment pursuant to the Escrow Agreement, the Authority shall pay or reimburse to the Owner the amount of the Owner's share so released; provided, however, that the amounts payable to the Owner pursuant to this Section 3.2 shall be payable solely from Tax Increment generated from the Owner Tract and shall not exceed the amount of the Escrow Deposit. 3.3 Reimbursement of Owner for the Value of the Land. The Authority shall pay or reimburse to the Owner an amount equal to the Value of the Land upon receipt of evidence from the Owner that [the entirety ofj the Owner Tract has been sold by the Owner; provided, however, that the amounts payable to the Owner pursuant to this Section 3.3 shall be payable solely from Tax Increment generated from the Owner Tract. Upon receipt of such evidence from the Owner, the Authority shall obtain an Appraisal. The value assigned to the Land pursuant to the Appraisal shall constitute the Value of the Land for purposes of this Agreement. 3.4 Acknowledgment and Agreement of he ,Developer. By its execution of the acknowledgment to this Agreement, the Developer hereby acknowledges and agrees that the amounts payable to it pursuant to the Existing Agreement shall be reduced by operation of Section 3.2 of this Agreement in the amount of the Escrow Deposit. ARTICLE 4 DEFAULT If the Authority or the Zone does not perform its obligations hereunder in compliance with this Agreement in all material respects, in addition to the other rights given the Owner under this Agreement, the Owner may enforce specific performance of this Agreement for any such default if such default is not cured or is not commenced and diligently pursued within thirty (30) days after receipt by the Authority and the Zone of a written notice detailing the event of default. b HOU:3454161.2 Failure of a project to generate sufficient tax increment increase to repay Owner Advances is not a default on the part of the Authority or the Zone. ARTICLE 5 GENERAL 5.1 Personal Liability of Public Officials. To the extent permitted by State law, no director, officer, employee or agent of the Zone or the Authority, and no officer, employee or agent of the City, shall be personally responsible for any liability arising under or growing out of the Agreement. 5.2 Notices. Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed via certified mail, return receipt requested, or sent by electronic or facsimile transmission confirmed by mailing written confirmation via certified mail, return receipt requested at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the receiving parry at the following addresses: ZONE Reinvestment Zone Number One, City of LaPorte, c/o City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 Attn: FAX: (281) 471-2047 AUTHORITY La Porte Redevelopment Authority c/o City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 Attn: FAX: (281) 471-2047 OWNER Senior Associates, Inc. 4105 Crawford Road Spicewood, Texas 78669 Attn: Ken Schick FAX: Each party may change its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this Section shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so 7 HOU:3454 t 61.2 delivered in person shall be deemed to be given when receipted for by, or actually received by, the Zone, the Authority or the Owner, as the case may be. 5.3 Amendments and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed by the Zone, the Authority and the Owner. No course of dealing on the part of the Owner, nor any failure or delay by the Owner with respect to exercising any right, power or privilege of the Owner under this Agreement shall operate as a waiver thereof, except as otherwise provided in this Section. 5.4 Successors and „Assigns. All covenants and agreements contained by or on behalf of the Authority and the Zone in this Agreement shall bind their successors and assigns and shall inure to the benefit of the Owner and its successors and assigns. The Authority and the Zone may assign its rights and obligations under this Agreement or any interest herein, with the prior written consent of the Owner. 5.5 Exhibits; Titles of Articles, Sections and Subsections. The exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the parties and shall not be construed to have any effect or meaning as to the agreement between the parties hereto. Any reference herein to a Section or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. 5.6 Construction. This Agreement is a contract made under and shall be construed in accordance with and governed by the laws of the United States of America and the State of Texas. 5.7 Venue. All parties hereby irrevocably agree that any Iegal proceeding arising out of or in connection with this Agreement shall only be brought in the District Courts of Harris County, Texas or in the United States District Court for the Southern District of Texas, in Houston, Texas. 5.8 Severabili y. All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 5.9 No Third Pgty Beneficiaries. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Parties hereto and the Developer only. 5.10 Authority to Enter Contract. Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations, or limited partnerships. 8 I IOU:3454I6I.2 5.11 No Partnership. Nothing herein contained shall be construed or held to make the Parties hereto partners in the conduct of any business. 5.12 Entire Agreement. This written agreement represents the final agreement between the parties, unless later amended in writing and signed by the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. 5.13 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 5.14 Non -Waiver. Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing hereunder upon default or failure of perfonmance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. 5.15 Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. 5.16 Term. This Agreement shall be in force and effect from the date of execution hereof for a tern expiring upon expiration of the TIRZ. If the Authority is dissolved, the Tri- Party Agreement requires that the City shall make satisfactory arrangements to provide for the payment of the obligations to the Owner of the Authority hereunder. 5.17 Approval by the Parties. Whenever this Agreement requires or permits approval or consent to be hereafter given by any of the parties, the parties agree that such approval or consent shall not be unreasonably withheld or delayed. 5.18 Additional Actions. The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. [The remainder of this page is intentionally left blank.] 9 HQU:34541612 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day of , 2014. REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS By: Name: Title: ATTEST: By: Name: Title: THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the saraae for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of 2014. Notary Public in and for The State of Texas (SEAL) S-1 HQU:345416I.2 LA PORTE REDEVELOPMENT AUTHORITY By: Name: Title: ATTEST: By: _ Name: Title: THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of 2014. Notary Public in and for l he Ntate of Texas (SEAL) S-2 HOU:3454161.2 SENIOR ASSOCIATES, INC. By: Name: Kenneth Schick Title: President THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared Kenneth Schick, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of 2014. Notary Public in and for The State of Texas (SEAL) S-3 HOU:3454 E 61.2 ACKNOWLEDGED AND AGREED THIS , 2014. BEAZER HOMES TEXAS, LP By: _ Name: Title: THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 2014. Notary Public in and for The State of Texas (SEAL) S-4 Ho1J:3454161.2 EXHIBIT A EXISTING AGREEMENT HOU:3454161.2 EXHIBIT B ESCROW AGREEMENT I-IOU:3454161.2 EXHIBIT C DESCRIPTION OF THE LAND [Insert Exhibits C-1 and C-2] HOU:3454161.2 EXHIBIT D DESCRIPTION OF OWNER TRACT The land conveyed to Lawrence B. Chapman, Trustee in Deeds filed for record under Harris County Clerk's File Numbers G933350 and H205928; LESS AND EXCEPT (i) the land previously conveyed to Beazer Homes Texas, L.P. in deed dated February 28, 2014 filed for record in Harris County, Texas under File No. 20140082553 (comprising approximately 17.2135 acres) and (ii) the 21,772 square feet (0.4998 acre) tract of land situated in the Richard Pearsall Survey, A-625, Harris County, Texas, described on Exhibit "C-1" attached hereto and incorporated herein by this reference, and (iii) the 112,611 square feet (2.5852 acres) tract of land situated in the Richard Pearsall Survey, A-625, Harris County, Texas, described on Exhibit "C-2" attached hereto and incorporated herein by this reference. HQU:3454161.2 LA PORTE REDEVELOPMENT AUTHORITY, CITY OF LA PORTE, TExAs Mu TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 4. Consider the TIRZ Increment Disbursement Report and authorize; payment to developers. LA PoRTE REDEvEwpmENT AuTnoRrry cto Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 u't o-r O c3 O 00 N Q 4 CT Q N 1v1 1- C7 0 ct m o rl o �.o n ao O In O rn m°°©°0o LD In ca cr lr v r O e-4 -1 t!1 t/} -L4 t/? V'}Itn. Ln N M r^I n en uM X a F h �. Z LLJ Q U a� E Q. 0 4 Q' w m � a E m m 0 ca 0. N N �- `O nLO O p (N co 12 1.. a) N N U- N a) CL P Y W x a E cua m � m to J qT to _E cc p O O - N N U O O C3 LL LL to N m N "( Ln 00 eM I� n Lq G1 N 00 m ko -rt 0 <t Vi n d L'i n M It o rl o " v cn rila e^I o I o 00 n ri N •4 Q 11 O O co ko co Q 0 o ao O 0 o co .+ a 1-1 v o v m m o ra n oo m n In N n V d w ct o to N m m to GY N N r �r Lo Ln o to 06 tni} t�i) L (n � tn• th a 00 n X N m ai N y a Q1 v m Q ra p � 8 u7 'q' v U = c L Nc N Iu M r0 y' Q1 (xO V •�u ai�'- x ro p >_ m u1 W O a) N F•• J J to CC Q 0� ko Ln n Ln n O to G 4 4 G. Port Crossings Commerce Center Quarterly TIRZ Statement Period Ending: June 30, 2014 Estimate CateEy Work Approved On M;kX, 09 Audit Prev. Completed 'Work Completed Post May-09 Audit I This Period Total Work Complete To Date Paid To Date Balance Due Sirects with Storm Systems $ 3,560,057 $ $ 3,560,057 $ $ 3,560,057 Water Distribution Systems $ 381,756 $ $ $ 383,756 $ 383,756 Sanitary Sewer Systems $ 955,573 $ $ - $ 955,573 $ $. 955,573 Dminagc Projects $ 4,147,747 $ 25,000 $ - $ 4,172,747 $ 4,172,747' Sidewalks $ 45,448 $ S . 45,449 45,448 Landscaping $ 6301,279 $ 31,979 S - $ 662,258 $ $ 662,258 Clearing $ 182,001 S 182,()01 $ $ 182,001 Engineering $ 831,299 $ 3,04 $ $ 834,433 $ $ 834,433 SH146 Wharton Weems $ - $ S $ Developer Interest $ 1.471,807 1,514,76D $ 48,935 S 3,035,502 $ 3,0135,502 Reimbursements $ - $ (5,261,454), $ (5,261,454) ]!Total $ 12,207,967 $ 1.574,873 S 48#" S 13.831,775 _S. (5,261,454)! S 8,510,321 Approved By: Date- Bialance Due $ 8,5�70,.00 Amount for aipproval 1,075,8i74.56 Amount remaining $ 7,494,446.44 LA PORTE REDEVELOPMENT AUTHORITY SCHEDULE OF CONSTRUCTION, ENGINEERING AND RELATED COSTS REIMBURSABLE To RETREAT AT BAY FOREST LP NOVEINIBER 20, 2013 (SEE ACCOMPANYING DISCI AaffiR OF OPINION AND EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) SER Construction Partners, Ltd. Construction including Pilot Channel, Excavation, Manholes, Water line, Tap, Boxe and Casing for Retreat at Bay Forest Amount Paid by Developer Less: Amount Allocable to Other Projects Civil Concepts, Inc. En&eering - Construction (Management and As -built Drawings Retreat at Bap Forest REIMBURSABLE COST 5019,489.901 343,054.80 $ 166,435.10 Amount Paid by Developer 21,350.00 TOTAL AMOUNT REINMURSA13LE To RETREAT AT BAY FOREST LP AS OF NOVEMBER 20,2013 $ 187,785.10 Add: Interest Calculated per Agreement* 36,884-84 TOTAL AMOUNT PAYABLE TO RETREAT AT BAY FOREST LP AS OF NOVEMBER 20,2013 $ 224,669.94 *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. Balance Due $ 224,669,94 Amount for approval 50,000.00 Amount remaining $ 174,669.94 Schedutc A Pap I or I LA PORTE REDEvELopmENT Aumolzmy, CITY OF LA PORTE, TEXAS AGENDA MEmoRANDum TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials Consider approval or other action regarding Authority invoices. LA F"oRTE REDEVELOPMENT AUTHORM clo Hawes Hill Calderon LLP P.O. 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L 2 d in o G m? «< ® \ 2 \< 0 \ \\ m m -tn tA 1 ?: 2 § § } i \\ \ / E \ e ° k \ \ \ \ \� \� f r 5 G c \\:» \ Ex § } ( ƒ�� k k ® - d 2 lu \Z ) a- k % \ a \ $ § co ^® ƒ.k [G 2 ) \ k u / u§ 0 G U \ / (SL j \x Co./ 2 « ƒ / 0 7 t/ 7 t 2 G G 'D 2 g 4 4t j 7 y. \Z \ @ g H A H Q � /� % y \ 2: » «< fl� -rl- f r \ \ INVOICE CITY OF LA PORTE 604 W FAIRMONT PARKWAY LA PORTE, TX 77571 (281) 471--5020 TO: LA PORTE REDEVELOPMENT AUTHORI INVOICE NO: 14286 ATTN: DAVID HAWES DATE: 6/23/14 PO BOX 22167 HOUSTON, TX 77227 CUSTOMER NO: 1905/144427 TYPE: MS - MISCELLANEOUS ------ -------------------------- QUANTITY DESCRIPTION --------UNIT PRICE EXTENDED PRICE 1.00 TIRZ ADMINISTRATION FEE 5% ADMIN FEE 53,511.96 53,511.96 FOR BILLING ASSISTANCE -CONTACT LISA @ EXT 5042 **ONLINE PYMNT NOW AVAILABLE @ WWW.LAPORTETX.GOV** TOTAL DUE: $53,511.96 PLEASE DETACH AND SEND THIS COPY WITH REMITTANCE DATE: 6/23/14 DUE DATE: 7/14/14 NAME: LA PORTE REDEVELOPMENT AUTHORI CUSTOMER NO: 1905/144427 TYPE: MS - MISCELLANEOUS REMIT AND MAKE CHECK PAYABLE TO: CITY OF LA PORTE ATTN: ACCOUNTING DIVISION 604 WEST FAIRMONT PARKWAY LA PORTE TX 77571 (281) 471-5020 INVOICE NO. 14286 TERMS: NET 20 DAYS AMOUNT: $53,511.96 City of La Porte Administrative Fee Calculation 2014 City Collections Transfer to La Porte Redevelopment Authority 6.16.2014 Less Adjustments from prior years: Tax collections for 2013 5 % administrative fee due to the City for city collections LPISD collections -Educational Facility Transfer to La Porte Redevelopment Authority 6.16.2014 Less Adjustments from prior years: Tax collections for 2013 607,293.55 2000 (250.10) 2001 (340.64) 2002 (358.76) 2003 (304.87) 2004 (281.93) 2005 190.73 2006 1,409.32 2007 1,608.90 2008 2,915.40 2009 1,533.10 2010 1,912,68 2011 1,697.15 2012 (3,417.38) 613,607.15 458,003.34 2000 (270,31) 2001 (369.88) 2002 (417.41) 2003 (351.78) 2004 (346.33) 2005 233.89 2006 1,552.58 2007 1,018.18 2008 1,914.33 2009 1,006.50 2010 (4,166.56) 2011 1,186.30 2012 (2,360.75) 5 % administrative fee due to the City for school district collections 456,632.10 $30,680.36 22,831.61 Total to be Billed to La Porte Redevelopment Authority $53,511,96 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 #: 43014745 Date: 7/15/2014 Page. I Invoice DATE DESCRIPTION AMOUNT Project Management Services, July 2014 $2,000.00 7/23120I4 Board of Directors Meeting $1,500.00 Reimbursable expenses as follows: In Douse copies & Binders 630 @ .15 each & 14 sets @ $1.00 per set. In house postage $108.50 $3_1 I Sales Tax: $0.00 Total Amount: $3,611.61 Amount Applied: $0.00 Balance Due: $3,611.61 Terms: C.O.D. Notice is hereby given of the meeting of the La Porte Tax Increment Reinvestment Zone to be held Wednesday, July 23, 2014 at 6:30 p.m. in the Council Chambers of City Han, 604 West Fairmont Parkway, La Porte, Texas, for the purpose of considering the following agenda items: 1. Call to order; 2. Consider approval of the: minutes of Board of Directors meeting held on, June 11, 2014; 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 Development Agreement with Spencer Road Venture (Senior Associates, Inc.); b. Consider TIRZ Increment Disbursement Report and authorize payment to developers; c. Consider approval or other action with regard to authority invoices; d. Receive updates from the city, developers and staffwith regard to development within the Zone; e. Board member comments with regard to matters appearing on agenda and inquiry of staff regarding specific factual information or existing policy; f. 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 MINUTES OF THE MEETING OF THE LA PORTE TAX INCREMENT REINVESTMENT ZONE CITY OF LA PORTE, TEXAS BOARD OF DIRECTORS .tune 11, 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, June 11, 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 Alton Porter and Lloyd Graham, thus constituting a quorum. Also present were David Hawes and Linda Clayton, both of Hawes Hill Calderon, LLP; and Scott Livingston, La Porte EDC Director. Others attending the meeting were Alan Mueller, Gromax Development; and James Larson, Lakes at Fairmont Greens, Chairman Pfeiffer called the meeting to order at 7.06 p.m. CONSIDER APPROVAL OF THE MINUTES OF BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 19, 2014. Upon a motion duly made by Director Turnquist, and being seconded by Director Martin, the Board voted unanimously to approve the Minutes of the February 19, 2014, Board meeting, as presented. 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 -- LINDSAY 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 city, developers and staff with regard to development within the Zone; d. Board member comments with regard to matters appearing agenda and inquiry of staff regarding specific factual information or existing policy; and e. Adjournment. Upon a motion duly made by Director Pool, and being seconded by Director Meza, 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 7:07 p.m. Secretary