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HomeMy WebLinkAbout08-24-16 LPRDA/TIRZls Agendas gt aM and Agenda �1 I Meetings oif the Boards Directors G M�Ilwmcfj NOTICE OF JOINT MEETING OF LA PORTE REDEVELOPMENT AUTHORITY and LA PORTE TAX INCREMENT REINVESTMENT ZONE Notice is hereby -given of the joint meeting of the La Porte Redevelopment Authority and La Porte Tax Increment Reinvestment Zone to be held Wednesday, August 24, 2016, at 6:30 p.m. in the City Manager's Conference Room of City Hall, 604 West Fairmont Parkway, La Porte, Texas, for the purpose of considering the following agenda items: 1. Call to order; 2. Approve minutes of the joint La Porte Redevelopment Authority and La Porte Tax Increment Reinvestment Zone meeting held on May 25, 2016; 3. Consider proposal from McCall Gibson Swedlund Barfoot PLLC to perform FY2016 audit. 4. Consider FY2016-2017 Budget. 5. Consider Developer disbursements. 6. Consider Development Agreement by and among the City of La Porte, Texas, Reinvestment Zone Number One, City of La Porte, Texas; La Porte Redevelopment Authority; and Western Spherical Developers, LLC or an affiliate thereof. 7. Consider approval or other action with regard to authority invoices; 8. Receive updates from the city, developers and staff with regard to development within the Zone; 9. Board member comments; a. Matters appearing on agenda; b. Inquiry of staff regarding specific factual information or existing policy 10. 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 281470-5019 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. Approve minutes of the joint La Porte; Redevelopment Authority and La Porte Tax Increment Reinvestment Zone meeting held on May 25, 2016. LA PORTE REDEVELOPMENT AVMOIUTY do Hawes Hill Calder6n LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 2,81-888-6314 MINUTES OF THE JOINT MEETING OF THE LA PORTE REDEVELOPMENT AUTHORITY and LA PORTE TAX INCREMENT REINVESTMENT ZONE BOARD OF DIRECTORS May 25, 2016 DETERMINE QUORUM; CALL TO ORDER. The Board of Directors of the La Porte Redevelopment Authority, City of La Porte, Texas, and La Porte Tax Increment Reinvestment Zone, held a regular joint meeting, open to the public, on Wednesday, May 25, 2016, 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, Chairman Position 5 A Meza Position 6 Chester Pool, Vice -Chair Position 7 Lloyd Graham Position 8 Vacant Position 9 and all of the above were present, with the exception of Directors Meza and Graham, thus constituting a quorum. Also present were David Hawes, Hawes Hill Calderon, LLP; Ben Morse, Andrews Kurth; Scott Livingston, La Porte EDC Director; Traci Leach, La Porte Assistant City Manager; David C. Miles, Western Spherical Developers, LLC; and Sel Thint, Everest Design Group. Chairman Martin called the meeting to order at 6:30 p.m. RECEIVE NOMINATIONS AND ELECT VICE -CHAIR. Upon a motion duly made by Director Porter, and being seconded by Director Antone, the Board voted unanimously to elect Chester Pool as Vice -Chairman of the Board of Directors. APPROVE MINUTES OF THE JOINT LA PORTE REDEVELOPMENT AUTHORITY AND LA PORTE TAX INCREMENT REINVESTMENT ZONE MEETING HELD ON JANUARY 20, 2016. Upon a motion duly made by Director Porter, and being seconded by Director Leopard, the Board voted unanimously to approve the Minutes of the January 20, 2016, joint Board meeting as presented. RECEIVE BID TABULATIONS AND ENGINEER'S RECOMMENDATION WITH REGARD TO THE PUBLIC WATER AND SANITARY SEWER EXTENSIONS ALONG STATE HIGHWAY 146, EXPORT DR., WHARTON WEEMS DR., AND McCABE RD. TO SERVE PORT CROSSING. The engineer reported nine bids were received for the Public Water & Sanitary Sewer Extensions with the low bidder being D. Grimm, Inc. in the amount of $1,130,000.00. After review of the bids, and upon verification of references and qualifications, the engineer recommended awarding the contract to D. Grimm, Inc. Upon a motion duly made by Director Pool, and being seconded by Director Turnquist, the Board voted unanimously to approve awarding the public water & sanitary sewer extensions along State Highway 146, Export Dr., Wharton Wheems Dr. and McCabe Rd. to serve Port Crossing to D. Grimm, Inc., in the amount of $1,130,000.00. RECEIVE PRESENTATION WITH REGARD TO THE PROPOSED LA PORTE TOWN CENTER LOCATED ON STATE HIGHWAY 146 WITHIN THE BOUNDARIES OF THE TIRZ AND AUTHORIZE PREPARATION OF TIRZ DEVELOPMENT AGREEMENT. Mr. Miles made a presentation on the La Porte Town Center, included in the Board agenda materials, and answered questions. Upon a motion duly made by Director Porter, and being seconded by Director Leopard, the Board voted to authorize preparation of a TIRZ Development Agreement on the La Porte Town Center. Director Antone abstained. The motion passed. CONSIDER APPROVAL OR OTHER ACTION WITH REGARD TO AUTHORITY INVOICES. Mr. Hawes reviewed the revenue and expense report and went over invoices, included in the Board agenda materials. Upon a motion duly made by Director Pool, and being seconded by Director Turnquist, the Board voted unanimously to accept the revenue and expense report and approved payment of invoices, as presented. RECEIVE UPDATES FROM THE CITY, DEVELOPERS AND STAFF WITH REGARD TO DEVELOPMENT WITHIN THE ZONE. There was general discussion regarding new development in the zone. No action from the Board was required. BOARD MEMBER COMMENTS: a. Matters appearing on agenda; and b. Inquiry of staff regarding specific factual information or existing policy. No action from the Board was required. ADJOURNMENT. There being no further business to come before the Board, Chairman Martin adjourned the meeting at 7:35 p.m. Secretary 2 1 P a g e LA PORTE REDEvEmPmENT AUTHORITY, CITY of LA PORTE, TEXAS AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 3. Consider a proposal from McCall Gibson Swedlund Barfoot PLLC to perform the FY 2016 audit. LA PoRTE REDEVELOPMENT AtrriioRrry clo Hawes Hill Calderbn LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 MccALL GIBSON SWEDLUND BARFOOFPLLC Certified Public Accountants 13100 Wortlunn Center Drive Suite235 111 Congress Avenue Houston, Texas 77065-5610 Suite 400 (713) 462-0341 Austin, Texas 78701 Fax (773) 462-2708 (512) 610-2209 E-Mail: rnuslrQmgsblrllc.wru zourur.nrgsbr�!lr.mrrr August 24, 2016 Board of Directors La Porte Redevelopment Authority City of La Porte, Texas We are pleased to confirm our understanding of the services we are to provide La Porte Redevelopment Authority (the "Authority") for the year ended September 30, 2016. We will audit the financial statements of the governmental activities and each major fund, which collectively comprise the basic financial statements of the Authority as of and for the year ended September 30, 2016. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management's discussion and analysis (MD&A) and the schedule of revenues, expenditures and changes in fund balance — budget and actual for the General Fund, to supplement the Authority's basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board (GASB) who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the Authority's RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1) Management's Discussion and Analysis, and 2) Schedule of Revenues, Expenditures and Changes in Fund Balance — Budget and Actual — General Fund We have also been engaged to report on supplementary information other than RSI that accompanies the Authority's financial statements. The document we submit to you will include various supplementary schedules. This supplementary information will be subjected to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and we will provide an opinion on it in relation to the financial statements as a whole except for that portion marked "unaudited", on which we will express no opinion. Member of American Institute of Certified Public Accountants Texas Society of Certified Public Accountants Board of Directors LaPorte Redevelopment Authority Audit Objective August 24, 2016 Page 2 The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with generally accepted accounting principles and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America and will include tests of the accounting records and other procedures we consider necessary to enable us to express such opinions. We will issue a written report upon completion of our audit of the Authority's financial statements. Our report will be addressed to the Board of Directors of the Authority. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions or add emphasis -of. -matter or other -matter paragraphs. If our opinions on the financial statements are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or may withdraw from this engagement. Audit Procedures - General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the Authority or to acts by management or employees acting on behalf of the Authority. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards. In addition, an audit is not designed to detect immaterial misstatements, or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements. However, we will inform you of any material errors and any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditor is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include direct confirmation of certain assets and liabilities by correspondence with selected individuals, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about the financial statements and related matters. Board of Directors La Porte Redevelopment Authority Audit Procedures —Internal Control August 24, 2016 Page 3 Our audit will include obtaining an understanding of the Authority and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. An audit is not designed to provide assurance on internal control or to identify deficiencies in internal control_ However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under A1CPA professional standards. Audit Procedures — Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatements, we will perform tests of the Authority's compliance with applicable laws and regulations and the provisions of certain contracts and agreements. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion. Other Services We will also prepare of the financial statements and the journal entries to convert the fund financial statements to the government -wide financial statements as required by generally accepted accounting principles based on information provided by you. We will perform the services in accordance with applicable professional standards. The other services are limited to the services previously defined. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. Management Responsibilities Management is responsible for establishing and maintaining effective internal controls, including monitoring ongoing activities; for the selection and application of accounting principles; and for the preparation and fair presentation of the financial statements in conformity with U.S. generally accepted accounting principles. Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information that we may request for the purpose of the audit, and (3) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Board of Directors August 24, 2016 La Porte Redevelopment Authority Page 4 Management Responsibilities (Continued) You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the Authority involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Authority received in communications from employees, former employees, consultants, regulators, or others. In addition, you are responsible for identifying and ensuring that the Authority complies with applicable laws and regulations. You are responsible for the preparation of the supplementary information in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon. Your responsibilities include acknowledging to us in the representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP, (2) that you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP, (3) that the methods of measurement or presentation have not changed from those used in the prior period, and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. You agree to assume all management responsibilities for financial statement preparation services and any other nonattest services we provide; oversee the services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of the services; and accept responsibility for them. With regard to using the auditor's report, you understand that you must obtain our written consent to reproduce or use our report in bond offering official statements or other documents. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. Engagement Administration, Fees and Other In accordance with provisions of the Local Records Retention Schedule Section 2-1: Item 1025-01 e) we agree to retain our audit work papers in our office for a period of three years after all questions arising from the audit have been resolved. In order to allow for all questions arising from the audit to be resolved and to comply with Rule 501.76(f) of the Rules of Professional Conduct of the Texas State Board of Public Accountancy the actual date will be the five-year anniversary of the audit report in question. Board of Directors August 24, 2016 La Porte Redevelopment Authority Page 5 Engagement Administration, Fees and Other (Continued) We expect to present a draft of the audit report within 45 days of the availability of the Authority's accounting records. Chris Swedlund is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign the report. The following is an estimate of our fees for the audit included in this engagement letter: Audit of the Authority financial statements for the year ended September 30, 2016, to range between $7,250 and $8,250 Not included in the fees above are out-of-pocket costs such as printing, postage, and other charges incidental to the completion of our audit. These additional costs will be minimal. If for any reason our services are terminated prior to issuance of a final report, our engagement will be deemed to have been completed, even if we have not completed our report. The Authority will be obligated to compensate us for our time expended and to reimburse us for all out-of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your consultants and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. You agree that any dispute regarding this engagement will, prior to resorting to litigation, be submitted to mediation upon written request by either party. Both parties agree to try in good faith to settle the dispute in mediation. The American Arbitration Association will administer any such mediation in accordance with its Commercial Mediation Rules. The results of the mediation proceeding shall be binding only if each of us agrees to be bound. We will share any costs of mediation proceedings equally. We believe this letter accurately summarizes the significant terms of the engagement. If you have any questions, please let us know. If you agree with the terms of the engagement as described in this letter, please sign the enclosed copy and return it to us. We appreciate the confidence you have placed in us by retaining this firm as your independent auditor in this matter. Sincerely, McCall Gibson Swedlund Barfoot PLLC Certified Public Accountants This letter correctly sets forth the understanding of the La Porte Redevelopment Authority. Signature Engagement Letter Title Date LA PORTF, REDEvELOPMENT AuTHOIUTY, CITY OF LA FORTE, Tow AGENDA MmoRANDum TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 4. Consider the FY 2015/2016 budget. LA Porrm REiDEVELOPMENT AUTHORITY do Hawes Hill Calder6n LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 LA PORTE REDEVELOPMENT AuTHORITY, CITY OF LA PORTE, TFEAs AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials Consider developer disbursements. LA PoRTE REDEVELOPMENT AuTaoitrry do Hawes Hill Calder6n LLP P.O. Box 22167 Houston "ref 772272167 713-595-1200 or FAX 281-898-6314 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 6. Consider a Development Agreement by and among the City of LaPorte, Texas, Reinvestment Zone dumber One, City of La Forte, Texas, the La Porte Redevelopment Authority, and Western Spherical. Developers LLC or an affiliate thereof. LA PoRTE REDEveLopmENTAruTaoitrn, do Hawes Hill Calder6n LLP P.O. Box 22167 Houston TX 7722' -2167 713-595-1200 or FAX 281-888-6314 DEVELOPMENT AGREEMENT among CITY OF LA PORTE, TEXAS, and REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, and LA PORTE REDEVELOPMENT AUTHORITY and BAYFOREST RANCH, LTD HOU:3706553.2 DEVELOPMENT AGREEMENT This Development Agreement ("Agreement"), entered into and effective as of 2016, is made by and among the CITY OF LA PORTE, TEXAS (the "City"), 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 BAYFOREST RANCH, LTD, a Texas limited partnership (the "Developer"). RECITALS WHEREAS, by Ordinance No. 99-2325 (the "TIRZ Ordinance"), the City Council of 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 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 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 Tri-Party Agreement further provides that the Authority must obtain the prior approval of the City for any project approved in the Project Plan that is constructed or caused to be constructed by the Authority; 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 S-1 HOU:3706553.2 WHEREAS, the Authority Board and the Zone Board have determined that it is in the best interest of the Zone and the Authority to contract with the Developer, in order to provide for the efficient and effective implementation of certain aspects of the Project Plan; and WHEREAS, the Developer desires to proceed with the development of a mixed use urban development consisting of family entertainment, live -work units, residential, office space, hotel/conference, commercial and retail located on land within the Zone (the "Project") prior to the time that the Authority can issue its bonds or otherwise pay the costs of the Public Improvements (as defined herein); NOW THEREFORE, for and in consideration of the mutual promises, covenants, obligations, and benefits of this Agreement, the City, the Zone, the Authority and the Developer contract and agree as follows: AGREEMENT ARTICLE 1 GENERAL TERMS 1.1 Definitions. The terms "Agreement," "Authority," "Authority Board," "City," "Developer," "Project," "Project Plan," "TIRZ Act," "Tri-Party Agreement," "Zone" and "Zone Board" have the above meanings, and the following terms have the following meanings: "Authority Bonds" shall mean the Authority's tax increment revenue bonds issued in one or more series pursuant to Section 6.1(H) of this Agreement. "Available Tax Increment" shall mean funds in the Tax Increment Revenue Fund. "Completion" shall mean completion of construction of the Public Improvements in accordance with the Plans and Specifications so that the Project can be used and maintained for its intended purposes. Completion shall be approved by the City and certified by the engineering firm engaged by Developer to make such certification. "Contract Progress Payment" shall mean the payment due to a contractor or consultant hired by Developer to complete the Public Improvements. A contract progress payment must be supported not only by a report of a certified public accountant as required in Section 6.1(B), but also by customary documentation including, but not limited to, the name and address of the contractor, a description of the contract pursuant to which the payment is requested, the amount of such payment, the original contract amount, total payments made to date on such contract, an estimate of remaining work to be completed, the cost of such work, and customary lien and subcontractor releases. "County" shall mean Harris County, Texas. "Developer Advances" shall mean any funds advanced for Project Costs by the Developer pursuant to Section 6.1 of this Agreement and shall include any interest payable thereon as prescribed in this Agreement. S-2 HOU3706553,2 "HCAD" shall mean the Harris County Appraisal District. "Parties" or "Party" shall mean the City, the Zone, the Authority and the Developer, the parties to this Agreement. "Plans and Specifications" shall mean the designs, plans and specifications for the Public Improvements prepared or to be prepared by engineering and landscape architect firms at the direction of Developer in accordance with the Project Plan and as approved by the City in accordance with Section 4.2. "Pledged Available Tax Increment" shall mean the Available Tax Increment attributable to the Project Site. "Property Account" means an account within the Tax Increment Revenue Fund for deposit of Pledged Available Tax Increment, the proceeds of Authorized Bonds issued to finance Public Improvements pursuant to this Agreement, and other obligations issued pursuant to Article 6, and earnings from the investment of such amounts. "Project Costs" shall mean the cost of the Public Improvements. "Project Site" shall mean that certain tract of land described in Exhibit A, and all improvements located thereon, which such tract shall be the location where the Project will be developed. "Public Improvements" shall have the meaning provided in Article 3 of this Agreement. "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 individually and collectively, the City and any other taxing units participating in 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. S-3 HOU:3706553.2 ARTICLE 2 REPRESENTATIONS 2.1 Representations of the Authority. The Authority hereby represents to the Developer that: (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 sovereign immunity, bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to S-4 HOU:3706553.2 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 limited by sovereign immunity, bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to S-5 HOU:3706553.2 ARTICLE 3 THE PUBLIC IMPROVEMENTS 3.1 Public Improvements. The Public Improvements shall be and include the design, construction and installation of certain public infrastructure relating to the Project, such infrastructure being more particularly described in the Plans and Specifications. 3.2 Project Costs. The estimated Project Costs of the Public Improvements are described in Exhibit B. The Public Improvements will be developed pursuant to the Plans and Specifications and a schedule that is mutually agreeable to the Parties. The Project Costs shall include all architectural, engineering, design, legal and other consultant fees and expenses (as further set forth in Section 6.1(A) hereof) related to such Public Improvements. The Project Costs may be modified with approval of the Authority Board. 3.3 Obligation. The Public Improvements shall be designed, acquired, constructed and implemented in accordance with the Plans and Specifications to be approved by the City pursuant to Article 4. ARTICLE 4 DUTIES AND RESPONSIBILITIES OF THE DEVELOPER 4.1 Construction Manager. Subject to Article 3, the Developer agrees to construct the Public Improvements as described in the Plans and Specifications and to provide and furnish, or cause to be provided and furnished, all materials and services as and when required in connection with the construction of the Public Improvements. The Developer will obtain all necessary permits and approvals from the City and all other governmental officials and agencies Laving jurisdiction (including the approvals required under the Tri-Party Agreement), provide supervision of all phases of construction of the Public Improvements, provide periodic reports as may be reasonably requested and required by the Authority from time to time of such construction to the Authority Board with copies to the City, and cause the construction to be performed in accordance with the Plans and Specifications. 4.2 Design of the Public Improvements. The Developer shall prepare or cause to be prepared the Plans and Specifications for the Public Improvements. Prior to the commencement of construction or implementation of the Public Improvements, the Plans and Specifications must be submitted to and approved by the City and all other regulatory authorities having jurisdiction. Once the City has approved the Plans and Specifications, no changes thereto can be made without the express written approval of the City, the Zone Board, and the Authority. 4.3 Completion. On the later of completion of the construction of the Public Improvements or thirty days after this Agreement is executed, Developer shall provide the Authority and the City with a final cost summary of all costs associated with such Public Improvements, a Certificate of Completion and evidence that all amounts owing to contractors and subcontractors have been paid in full evidenced by customary affidavits executed by such contractors. 4.4 Conveyance of Easements. If applicable, the Developer shall grant the City and the Authority all required temporary construction and access easements necessary to maintain the S-6 HOU:3706553.2 Public Improvements. The easements granted must be satisfactory for the intended purpose as determined by the City. On property owned by the Authority, the Authority shall grant the Developer at no cost all required temporary construction and access easements necessary to install the Public Improvements. 4.5 Payment of Fees. If applicable, Developer agrees to pay any monthly rates and charges for water and sewer services and shall pay all applicable City building permit fees for the Public Improvements. 4.6 Cooperation. Developer agrees that it will cooperate with the Zone and the Authority and Developer will provide all necessary information to the Authority and its consultants in order to assist the Authority in complying with the Tri-Party Agreement, including, without limitation, the completion of the audit and construction audit required therein. 4.7 Ad Valorem Taxes. The Developer agrees that all real property within the Project Site will be valued for taxation in accordance with Section 23.01, Texas Tax Code, as hereinafter may be amended, and that it will not request such property to be valued for taxation on the basis of inventory as permitted by Section 23.12, Texas Tax Code and as hereinafter may be amended. 4.8 Changes in Project. The Developer shall not make any change in the Project as to the uses of the property or change the boundaries within the Project Site without the express written consent of the City, the Authority Board and the Zone Board. 4.9 No Vested Rights. The Developer expressly understands and agrees that neither this Agreement nor any approvals required herein shall be construed as a "permit," as defined in Section 245.001 of the Texas Local Government Code, or an application therefor; and, as such, the Developer has no vested right as a "permit" in any order, regulation, ordinance, rule, expiration date or other requirement in effect at the time of execution of this Agreement or at the time any approval pursuant to the terms hereof is obtained. To this end, Developer, for itself, its officers, agents, employees, successors and assigns, hereby releases and holds harmless the City, the Authority and the Zone from any claim or cause of action involving vested rights, including, but not limited to, such a right claimed pursuant to Chapter 245 of the Texas Local Government Code, arising out of this Agreement or the approvals required to be obtained herein. ARTICLE 5 DUTIES AND RESPONSIBILITIES OF THE AUTHORITY 5.I Authority Contributions. The Authority shall pay or reimburse to Developer the Project Costs in the amount of the actual costs of the Public Improvements, subject to the conditions of and provided by Articles 3 and 4. The total, actual Project Costs of the Public Improvements, for which the Authority shall be responsible under the terms of this Agreement, is estimated to be $3,054,278. Attached hereto as Exhibit B is a detailed description of the engineering estimates of the Public Improvements. The Project Costs shall be financed and funded in accordance with Article 6 hereof. In the event a portion of the Public Improvements is determined to be ineligible under the Act, the Project Costs shall be reduced by the amount of such ineligible Public Improvements. If the Authority has already repaid Developer for such ineligible Public Improvements in accordance with this Agreement, the Parties agree that S-7 HOU:3706553.2 Developer shall reimburse the Authority for such repayment within thirty (30) days of receipt of an invoice from the Authority and all such sums shall bear interest at the rate established in Section 6. I fFl from the date past due until the date of such reimbursement. Should the Developer fail to timely pay such amount, the Authority may, in its sole discretion, withhold the amount due, including accrued interest, from future Contract Progress Payments. 5.2 Project Costs. The Authority shall pay or reimburse the Project Costs in accordance with this Agreement. In the event the Authority does not have funds available at the time all or part of the Project Costs are payable by the Authority in accordance with this Agreement, the Project Costs shall be funded in accordance with Article 6 hereof, and such funding shall not be deemed a default by the Authority under this Agreement. ARTICLE 6 PUBLIC EMPROVEMENTS FINANCING AND FUNDING 6.1 Developer Advances. (A) Developer shall advance sufficient funds as such become due for all costs comprising the Project Costs including, without limitation, all costs of design, engineering, materials, labor, construction, and inspection arising in connection with the Public Improvements, including all payments arising under any contracts entered into by Developer pursuant to this Agreement, all costs incurred in connection with obtaining governmental approvals, certificates or permits (including any building permit fees) required as a part of any contracts entered into in accordance with this Agreement and all related legal fees incurred in connection therewith. (B) The Developer must submit, within sixty (60) days after the latest of recording a final plat of property within the Project Site, signing this Agreement, or completing an identifiable segment of Public Improvements not subject to the platting requirements of the City, a request for a Contract Progress Payment when an identifiable segment of Public Improvements has been completed. Documentation of cost and completion shall be forwarded to the Authority. The Authority, at its expense, shall hire a certified public accountant to calculate the amount due Developer and shall prepare and submit, within a reasonable time, a report to the Authority Board and send a copy to the City Manager of the City. Requests for Contract Progress Payments shall be submitted only when an identifiable segment of Public Improvements has been completed and shall be submitted no more often than once every sixty (60) days. If the Authority does not have sufficient funds to pay any Contract Progress Payment within 30 days of the date the certified public accountant's report is received by the Authority Board, the Developer shall be deemed to have advanced such amount to the Authority as of the date actually expended by the Developer. Interest (as calculated pursuant to Subsection 6.1(F)) on each Developer Advance made pursuant to this subsection shall accrue from the date the Developer expended the funds and shall accrue for a maximum period of five (5) years from such date. At such time as funds are available to pay all or any portion of the Developer Advances made hereunder, the Authority, at its expense, shall hire a certified public accountant to calculate the amount due to the Developer and shall prepare and submit a report to the Authority Board and send a copy to the City Manager of the City S-8 HOU:3706553.2 certifying (1) the amount due to the Developer for the Developer Advances being repaid, with interest calculated thereon as specified herein and (2) that funds are available to make such payment. Upon receipt of such report, the Authority Board shall promptly authorize and make payment to the Developer. (C) If, upon completion of the Public Improvements and conveyance of the Public Improvements to the Authority or the City, as applicable, the Authority does not have sufficient funds to reimburse to Developer the unpaid balance of the Project Costs, Developer shall be deemed to have advanced to the Authority an amount equal to the difference between (i) the amount of the Project Costs which has been previously paid by the Authority to Developer and (ii) the final cost of the Public Improvements as evidenced by documentation approved by the Authority Board in accordance with Section 4.3. (D) Each Developer Advance shall be evidenced by a certificate in the form attached hereto as Exhibit C. (E) The Authority shall begin repaying the Developer Advances, and shall continue such repayment until repaid in full, on the earliest date that funds are available from any of the following sources. (1) proceeds of any applicable bank loan; (2) proceeds from the sale of applicable Authority Bonds; or (3) Pledged Available Tax Increment. (F) Subject to the limitations described in Section 6.1M hereof, interest on each Developer Advance shall accrue at the lesser of the: (a) prime rate of JPMorgan Chase Bank, or (b) the interest rate on the Developer's development loan, if any, used to make the Developer Advance; provided, however, that if the Developer has not obtained a development loan to make the Developer Advance, interest shall accrue at the prime rate of JPMorgan Chase Bank. Interest shall be calculated on the basis of a year of 360 days and the actual days elapsed (including the first day but excluding the last day) occurring in the period for which such interest is payable, unless such calculation would result in a usurious rate, in which case interest shall be calculated on the per annum basis of a year of 365 or 366 days, as applicable, and the actual days elapsed (including the first day but excluding the last day). In no case shall the interest rate exceed one percent per month. (G) The Authority's obligation to pay the Developer Advances or reimburse the Developer for Project Costs is limited to any Pledged Available Tax Increment. The rights of Developer in and to the Pledged Available Tax Increment granted herein are subject only to (i) the rights of any holders of bonds, notes or other obligations that have been heretofore or are hereafter issued by the City or any other participating taxing unit that are payable from and secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of the City or any other participating taxing unit, (ii) the rights of any of the holders of bonds and notes that are hereafter issued or incurred by the Authority S-9 HOU:3706553.2 and which are secured by a pledge of the Tax Increment Revenue Fund, and (iii) the rights of any of the holders of notes that are hereafter issued or incurred by the Authority, which are secured by a pledge, all or a part, of the Tax Increment Revenue Fund, the proceeds of which are used solely to fund the annual operating and administration budget of the Authority approved by the Authority Board and the City Council of the City. Except in the event that sufficient tax increment increase does not occur within the term of the Zone or within the Project Site to generate sufficient revenue to repay the Developer Advance(s), it shall be the obligation of the Authority to repay the Developer Advances and accrued interest thereon as set forth in this Agreement from the Pledged Available Tax Increment until such time as the Developer Advances and accrued interest thereof incurred pursuant to this Agreement have been fully repaid or provision for payment thereon to Developer shall have been made in accordance with this Agreement. The Developer Advances constitute a special obligation of the Authority payable solely from the Pledged Available Tax Increment as and to the extent provided in this Agreement. The Developer Advances do not give rise to a charge against the general credit or taxing powers of the Authority, the Zone, the City, the County or any other Taxing Unit and is not payable except as provided in this Agreement. Developer, its successors and assigns, shall not have the right to demand payment thereof out of any funds of the Authority other than the Pledged Available Tax Increment or sources described in Section 6.1E . (H) The Authority will evaluate and consider bond issues to reimburse the Developer upon the following circumstances: (1) Projected incremental revenue generates 1.25 times coverage for the bonds over projected annual debt service as determined by the Authority Board in consultation with the Authority's financial advisor; provided, however, that bonds may, in the Authority Board's sole discretion, be issued with lesser coverage if recommended by the Authority's financial advisor; (2) Projected incremental revenue will be calculated by multiplying estimated or certified incremental value from HCAD by the participant(s) tax rate(s) divided by 100 times one minus a reasonable historical tax collection factor times one minus the City set -aside percentage; (3) A reserve fund equal to maximum annual debt service must be funded from the bond proceeds; (4) Adequate cash or capitalized interest must be set aside to assure payment of the bonds through the date of the next increment payment; and (5) The minimum bond size will be that size that after funding the reserve fund, any capitalized interest and any costs of issuance will allow for a reimbursement to the developer of at least $1,500,000 plus any developer interest. Reimbursements to multiple developers may be aggregated in a single bond issue to achieve the minimum bond size. S-10 HOU:3706553.2 (1) The Authority shall not issue obligations in accordance with this Article unless the resulting debt service requirements on all Zone obligations may be paid in full when due from all money then on deposit in or thereafter required to be deposited to the Property Account during the term of such Zone obligations, assuming that (a) the rates at which property taxes are levied by all taxing units required to make deposits to the Tax Increment Fund do not change from the rates at which they most recently levied property taxes, (b) the assessed value of taxable property (net of exemptions) within the Project Site does not change from the amount then most recently estimated or certified by HCAD, (c) all amounts deposited (or required to be deposited) to the Property Account bear interest at the City's investment rate until expended, (d) proceeds of such obligations are deposited to and set aside in the Property Account as capitalized interest in the amount requested by the Developer and approved by the City Manager of the City, and (e) the Property Account is expended in each year to pay administrative expenses of the Zone in an amount equal to the product of (i) the total amount of such expenses budgeted in the Zone's most recent operating budget and (ii) a fraction, the numerator of which is the current Tax Increment attributable to the Project Site and the denominator of which is the current Tax Increment for the Zone. (J) The Authority shall provide to Developer, upon the written request of Developer, and on the earliest date such information is available after the date of such request, certified copies of all statements of revenue attributable to the Project Site and the source of such revenue of the Zone and of the Authority the intended use of which is to verify the availability of funds for payment of the Project Costs or Developer Advances, if applicable, pursuant to this Section. ARTICLE 7 INSURANCE; RELEASE 7.1 Insurance. With no intent to limit any contractor's liability or obligation for indemnification, the Developer shall require that each contractor providing work or service on the Public Improvements provide and maintain certain insurance in full force and effect at all times during the construction of the Public Improvements and shall require that the City, the Authority, and the Zone are named as additional insured's under such contractor's insurance policies. The insurance, at a minimum, must include the following coverage's and limits of liability: Coverage Limit of Liability Worker's Compensation Statutory Employer's Liability Bodily Injury by Accident $100,000 (each accident) Bodily injury by Disease $500,000 (policy limit) Bodily injury by Disease $100,000 (each employee) Comprehensive General Liability: Bodily Injury and Property Damage, Combined S-11 HOU:3706553.2 Including Broad Form Coverage, Limits of $500,000 each Occurrence and $1,000,000 Contractual Liability, Bodily and Aggregate Personal Injury, and Completed Operations (for a period of one year after completion of work) Automobile Liability Insurance (for $500,000 Combined Single Limit per Occurrence automobiles used in performing under this Agreement, including Employer's Non Ownership and Hired Auto Coverage) Professional Liability Coverage (for $500,000 per occurrence $1,000,000 aggregate professional service contract only) Defense costs are excluded from the face amount of the policy. Aggregate Limits are per 12 month policy period unless otherwise indicated. If the amount of any contract awarded by Developer to construct the Public Improvements shall exceed $1,000,000, Developer shall contract with the contractor to maintain Commercial General Liability coverage and the Auto Liability coverage for at least twice the combined minimum limits specified above. The amounts of the insurance required herein shall be reviewed on the fifth (5"') anniversary date of this Agreement and each fifth (5t`) year thereafter until the construction of the Project is completed and shall be increased, if necessary, so that the amount of such coverage is at all times generally equal to the limits described herein measured in year 2016 dollars. (A) Form of Policies. The Authority Board may approve the form of the insurance policies, but nothing the Authority Board does or fails to do relieves Developer of its obligation to provide the required coverage under this Agreement. The Authority Board's actions or inactions do not waive the Zone's or Authority's rights under this Agreement. (B) Issuers of Policies. The issuer of each policy shall have a certificate of authority to transact insurance business in Texas or a Best's rating of at least A and a Best's Financial Size Category of Class VI or better, according to the most current edition Bests Key Rating Guide, Property Casualty United States. (C) Insured Parties. Each policy, except those for Workers' Compensation, Employer's Liability, and Professional Liability, must name the Authority, its officers, agents and employees as additional insured parties on the original policy and all renewals or replacements. (D) Deductibles. Developer shall be responsible for and bear (or shall contract with each applicable contractor to bear and assume) any claims or losses to the extent of any deductible amounts and waives (and shall contract with each contractor to waive) any S-12 HOU:3706553.2 claim it may have for the same against the Authority or Zone, its officers, agents, or employees. (E) Cancellation. Each policy must state that it may not be canceled, materially modified, or non -renewed unless the insurance company gives the Authority 30 days' advance written notice. Developer shall (and shall contract with each contractor to) give written notice to the Authority within five days of the date on which total claims by any party against such person reduce the aggregate amount of coverage below the amounts required by this Agreement. In the alternative, the policy may contain an endorsement establishing a policy aggregate for the particular Public Improvements or location subject to this Agreement. (F) Subrogation. Each policy must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to recover against the Authority, the Zone, its officers, agents, or employees. (G) Primary Insurance_ Endorsement. Each policy, except Workers' Compensation and Professional Liability (if any), must contain an endorsement that the policy is primary to any other insurance available to the additional insured with respect to claims arising under this Agreement. (H) Liability for Premium. Developer shall pay (or shall contract with contractors to pay) all insurance premiums for coverage required by this Section, and the Authority or Zone shall not be obligated to pay any premiums. (1) Subcontractors. Notwithstanding the other provisions of this Section, the amount of coverage contracted to be provided by subcontractors shall be commensurate with the amount of the subcontract, but in no case less than $500,000 per occurrence. Developer shall provide (or shall contract with contractors to provide) copies of insurance certificates to the Authority. (J) Proof of Insurance. Promptly after the execution of this Agreement and from time to time during the term of this Agreement at the request of the Authority, Developer shall furnish the Authority with certificates of insurance maintained by Developer in accordance with this Section. If requested in writing by the Authority, Developer shall furnish the City with certified copies of Developer's actual insurance policies. If Developer does not comply with the requirements of this Section, the Authority, at its sole discretion, may (1) suspend performance by the Authority hereunder and begin procedures to terminate this Agreement for default or (2) purchase the required insurance with Authority or Zone funds and deduct the cost of the premiums from amounts due to Developer under this Agreement. The Authority shall never waive or be estopped to assert its right to terminate this Agreement because of its acts or omissions regarding its review of insurance documents. 7.2 Indemnification and Release. DEVELOPER SHALL DEFEND, INDEMNIFY, AND HOLD THE AUTHORITY, THE CITY AND THE ZONE, THEIR AGENTS, EMPLOYEES, OFFICERS, AND LEGAL S-13 HOU:3706553.2 REPRESENTATIVES (COLLECTIVELY, THE "INDEMNIFIED PERSONS") HARMLESS FOR ALL CLAIMS, CAUSES OF ACTION, LIABILITIES, FINES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, COURT COSTS, AND ALL OTHER DEFENSE COSTS AND INTEREST) FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY: (A) DEVELOPER'S AND/OR ITS AGENTS', EMPLOYEES', OFFICERS', DIRECTORS', CONTRACTORS', OR SUBCONTRACTORS' (COLLECTIVELY, "DEVELOPER'S") ACTUAL OR ALLEGED SOLE AND/OR CONCURRENT NEGLIGENCE OR INTENTIONAL ACTS; (B) THE INDEMNIFIED PERSONS' AND DEVELOPER'S ACTUAL OR ALLEGED CONCURRENT NEGLIGENCE AND/OR GROSS NEGLIGENCE, WHETHER DEVELOPER IS IMMUNE FROM LIABILITY OR NOT; AND/OR (C) THE INDEMNIFIED PERSONS' AND DEVELOPER'S ACTUAL OR ALLEGED STRICT PRODUCTS LIABILITY OR STRICT STATUTORY LIABILITY, WHETHER DEVELOPER IS IMMUNE FROM LIABILITY OR NOT. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO THAT THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION IS AN INDEMNITY BY THE DEVELOPER TO INDEMNIFY AND PROTECT THE INDEMNIFIED PERSONS FROM THE CONSEQUENCES OF THE INDEMNIFIED PERSONS' OWN NEGLIGENCE, INCLUDING GROSS NEGLIGENCE, WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE INJURY, DEATH OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE INDEMNIFIED PERSONS UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. THE INDEMNITY PROVIDED FOR IN THIS SECTION 7.2 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. If an Indemnified Person or Developer receives notice of any claim or circumstance which could give rise to an indemnified loss, the receiving party shall give written notice to the other party within 30-days. The notice must include a description of the indemnification event in reasonable detail, the basis on which indemnification may be due, and the anticipated amount of the indemnified loss. This notice shall not estop or prevent an Indemnified Person from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If an Indemnified Person does not provide this notice within the 30-day period, it does not waive any right to indemnification except to the extent that Developer is prejudiced, suffers loss, or incurs expense because of the delay. S-14 HOU:3706553.2 For those matters for which the Developer has the obligation to defend an Indemnified Person pursuant to this Section 7.2, Developer shall assume the defense of the claim at its own expense with counsel chosen by it that is on the approved list established by the Texas Municipal League or that is otherwise approved by the City. Within 10 days after receiving written notice of the indemnification request, Developer shall advise the Indemnified Person as to the chosen counsel. If Developer does not properly notify the Indemnified Persons as required above, the Indemnified Person shall assume and control the defense, and all defense expenses actually incurred by it shall constitute an indemnified loss, which must be paid by the Developer within thirty (30) days of receipt of an invoice from an Indemnified Person. Such indemnified Ioss shall bear interest at the rate, but not the time, established in Section 6.1 (F) from the due date noted in the invoice until the date of payment. Should the Developer fail to timely pay such amount, the Authority may, in its sole discretion, withhold the amount due, including accrued interest, from future Contract Progress Payments. If Developer defends a claim against any Indemnified Person, the Indemnified Person may retain separate counsel at the sole cost and expense of such Indemnified Person to participate in (but not control) the defense and to participate in (but not control) any settlement negotiations. Developer may not settle the claim without the consent or agreement of the Indemnified Person, unless such settlement is at no cost to the Indemnified Person and no judgment is entered against any Indemnified Person. DEVELOPER RELEASES EACH INDEMNIFIED PERSON FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE, OR LOSS IS CAUSED BY THE INDEMNIFIED PERSON'S SOLE OR CONCURRENT NEGLIGENCE AND/OR THE INDEMNIFIED PERSON'S STRICT PRODUCTS LIABILITY OR STRICT STATUTORY LIABILITY; PROVIDED, HOWEVER, THIS RELEASE SHALL HAVE NO APPLICATION TO AN INDEMNIFIED PERSON'S FAILURE TO PAY MONIES OWED PURSUANT TO THIS AGREEMENT. FROM AND AFTER THE DATE OF THIS AGREEMENT, DEVELOPER SHALL REQUIRE ALL CONTRACTORS ENGAGED BY IT TO CONSTRUCT PUBLIC IMPROVEMENTS (AND THEIR SUBCONTRACTORS) TO RELEASE AND INDEMNIFY THE INDEMNIFIED PERSONS TO THE SAME EXTENT AND IN THE SAME FORM AS ITS RELEASE OF AND INDEMNITY TO THE INDEMNIFIED PERSONS HEREUNDER. THE DEVELOPER SHALL REQUIRE ALL GENERAL CONTRACTORS TO POST PAYMENT AND PERFORMANCE BONDS IN THE AMOUNT OF THE PROJECT COST AND ONE YEAR MAINTENANCE BONDS AS DEEMED APPROPRIATE BY THE AUTHORITY. S-15 HOC1:37065532 ARTICLE 8 DEFAULT 8.1 Default. (A) 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 Developer under this Agreement, the Developer 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. Failure of a project to generate sufficient tax increment increase to repay Developer Advances is not a default on the part of the Authority or the Zone. (B) In the event the Developer completes the Public improvements and the Project but does not otherwise perform its obligations hereunder as provided in Article 4 in compliance with this Agreement, in addition to the other rights and remedies the Authority and the Zone may have under this Agreement or in law or equity, the Authority and/or the Zone may enforce specific performance or seek actual damages incurred for any such default if such default is not cured within thirty (30) days after receipt by Developer of a written notice of default or such cure is not commenced within ten (10) days after receipt by Developer of a written notice of default and thereafter diligently prosecuted to completion as determined in the discretion of the Authority. ARTICLE 9 GENERAL 9.1 Inspections: Audits. The Developer agrees to keep such operating records relating to the Public Improvements as may be required by the Authority, or by state and federal law or regulation for a period not to exceed four (4) years after completion unless otherwise required by law. The Developer shall allow the Authority and the Zone access to documents and records in the Developer's possession, custody or control that the Authority deems necessary to assist the Authority in determining the Developer's compliance with this Agreement. 9.2 Developer Operations and Employees. No personnel supplied or used by the Developer in the performance of this Agreement shall be deemed employees, agents or contractors of the Authority, the Zone or the City for any purpose whatsoever. The Developer shall be solely responsible for the compensation of all such personnel, for withholding of income, social security and other payroll taxes and for the coverage of all worker's compensation benefits. Under no circumstance shall the Authority, the Zone, or the City be deemed responsible for compensation of the above. 9.3 Personal_ Liability_ of Public Officials. To the extent not limited 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. S-lb HOU:3706553.2 9.4 Notices. Any notice seat 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 party at the following addresses: CITY City Manager City of La Porte 604 West Fairmont Parkway La Porte, Texas 77571 with a copy to: City Attorney City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 ZONE Reinvestment Zone Number One, City of LaPorte, c/o City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 AUTHORITY La Porte Redevelopment Authority c/o City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 DEVELOPER Bayforest Ranch, LTD c/o Western Spherical Developers, LLC 907 S. Friendswood Drive, Suite 303 Friendswood, TX 77546 Attn: David C. Miles, Managing Member 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 delivered in person shall be deemed to be given when receipted for by, or actually received by, the City, the Zone, the Authority or the Developer, as the case may be. S-17 HOU:3706553.2 9.5 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 Developer. No course of dealing on the part of the Developer, nor any failure or delay by the Developer with respect to exercising any right, power or privilege of the Developer under this Agreement shall operate as a waiver thereof, except as otherwise provided in this Section. 9.6 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 Developer and its successors and assigns. The Authority and the Zone may assign their rights and obligations under this Agreement or any interest herein. The Developer may sell or otherwise transfer the Project but only with the prior written consent of the Authority and the Zone. Provided, however, any such purchaser or assignee must specifically assume all of the obligations of the Developer hereunder; notwithstanding, if the Developer is in compliance with this Agreement prior to the assignment, the Developer may retain the right to be reimbursed for actual costs of Project Costs, which are then accrued and vested in the Developer. If such assignment of the obligations by the Developer hereunder is effective, the Developer shall be deemed released from such obligations. If any assignment of the obligations by the Developer hereunder is deemed ineffective or invalid, the Developer shall remain liable hereunder. Nothing in this section shall be construed so as to prevent the Developer from selling any portion of the Project for which a final plat has been approved and recorded in the records of the county clerk. 9.7 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. 9.8 Construction. This Agreement is a contract made under and shall be construed in accordance with and governed by the Iaws of the United States of America and the State of Texas. 9.9 Venue. All parties hereby irrevocably agree that any legal 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. 9.10 Severability. 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. 9.11 No Third Paqy Beneficiaries. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Parties hereto only. S-18 HOU:3705553.2 9.12 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. 9.13 No_ Partnership. Nothing herein contained shall be construed or held to make the Parties hereto partners in the conduct of any business. 9.14 Entire A eement. 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. 9.15 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. 9.16 Non -Waiver. Failure of either parry 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 performance 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. 9.17 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. 9.18 Term. This Agreement shall be in force and effect from the date of execution hereof for a term expiring on the later of (i) December 31 in the year following completion of the Public Improvements pursuant to Section 4.3 hereof or (ii) the date the Developer Advances have been repaid in full. It is expressly understood and agreed that Section 7.2 shall not expire but shall remain in full force and effect regardless of the termination of this Agreement. 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 Developer of the Authority hereunder. 9.19 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. 9.20 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.] 5-19 HOU:3706553.2 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day of , 2016. CITY OF LA PORTE, TEXAS By: Name: Louis R. Rigby Title: Mayor ATTEST: By: Name: Patrice Fogarty Title: City Secretary 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 92016. Notary Public in and for The State of Texas (SEAL) S-20 HOU:370655322 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 same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 2015. Notary Public in and for The State of Texas (SEAL) S-21 HOU:3705553.2 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 , 201b. Notary Public in and for The State of Texas (SEAL) S-22 HOU:3706553.2 BAYFOREST RANCH, LTD By:_ Name: Title: THE STATE OF § COUNTY OF § 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 .2016. Notary Public in and for The State of (SEAL) S-23 HOU:3706553.2 EXHIBIT A PROJECT SITE A-1 HOU:3706553.2 [Legal description of Project Site to follow] A-2 HOU:3706553,2 EXHIBIT B PROTECT COSTS B-1 HOU:3706553.2 LL3 H U (A z 0 U tt3 m D i-- tJ L� LL 2 tU E-- z w U z H w 0 CL F, Ff., c3 II't Cr C�'3 a tS f'l e•,1 of tY5 t1' 7'4 P'1 f'1 !""l i3 -i df'7 O3 � U1 ;tt x N_ a N hi UO u: O t13 3" rq rat r•r rvi 76 w rn m lD N t4 C- Ln ri th th ifb i.I) L/1 N M 4'i V'1 st M r-I ih 'Fl: f.R. V'4 N Cli 7+'1 N s`•. •41" fV M h'1 M C7 C7 h tf. 1✓i td4 it•E � tF' IA 0 L' C] V c t f'4 rye trl N.. tJ7 tFY it % 'r11 iFP y lll� 6t w CJ p.. L tm 4 D d u., 0 F- CS h- fo C R 9 d -0 rz ep iJl �9 GS c w: ? a N Qt a d = _ o vi X i sJ3 0 i;lt iaa pE .0 R m ts'1 t33 r.i t/1 VESS oc.MOH u3 M N ;o;^yyr- � ry lkp rq try oCi rl. r^s N r^t N N tf1 OCi N CV !�f Cj ' I ry m N7 Lh P P- tv m M-q p t!s ! Slr ut a sI1 sJ in t7l in (- i � tr N tJl ttz I!Y ti fu iR IA N tocA r np II � 3 atl [� C C IV > a •� � c a '� m � � o u T 'LSGl u i yy i t/1 VS rt N ieo R1 R C] U to C i WO _a mcsc�aov�, cs�a��c�, C] 3r lf1 ry CS Ca ' n rs� rat tk1 r�*� ry ss� � C� � zvi r@ toi Ci r+ Ci c U' CE rV CQ r to N CA ni cn ua fJ -t:t cry v, ark V, � � ni tR m to 0 A tV m fn re) 0 0 CC33 ��,j3 II 4!1 r!1 4J1 if4 1/: t!� c.h vl VT. O g f Mw w th cV 4F4 tr v1 . r+t S if'. Irl lo"! ri x--i r•f l C 11 S'f: Lft .;Lo f In ti e i w-i na tv -T-7 a4 tl ro ► to LA "Q C •� .Y C Ln no s C 4 a W ° o • 6f Ln El a u r in U cC w U v� w 7 t: t .^ ry 1n va in t3 d Z'f 90OL£:I1bH � � eat s� i't s.� i"5 rn Or3 th :n vy � !ft Ks- Ch to �i} v, re zly N rrt m to K7 n ry r� «'s an w> :n vti o ua ars• ur tr. " 0 C) A UO CC) SD tT C1 cis ¢ ^.'u cQp 1, rt rr U � � C os C L U V} V C N t:o iG LD w 9688888 In. u3 C o V v o t Ln w f'l CIF Lp f`7 in vs vq+ V C} CD00 d d . Y�1 tV hs if} N -ih ifl- 'iF'r t? Yt CJ Gi b7 11 {C C, a eV W wi e t Q LA +« Lo xi E it' 7 LO v p C V r `o r O O 4:! C O K Ih 9 C> z a x u w C] z Q zo a a OG � 6 d t"' a � z E��ot7�go 0 rq it n Ca 1.4 a 01 f, ut kv fN as a i r s ri rt nc Z of :€ 4 j c cri r�i . i r-4 M m Ln r m m m m 0 ^ r o 'A v� v v W in v� uu 1 w v �"J CC]] ps t Q U t!'tm tit ?n A3 m !Va W: trs �'i .. 1 cu 81 1O w C O , 8 vs U x U ;L 6 z VY O Lh M+ C!C z z uj V2 z 0 F-� a �o t; C9 LU ul Q 95 / � � § � $ § « - � \ $ � % d & � g \ § W 7\kKk//cc § 2 2 # & \ § § 0 o m§ o o« m2 072$A 2J $ 2 & ± Ln 1-1 m 7 § } w ( d � = �ƒ\ _ k// b \m \&} &72 aCL a , o )/� � * c $ o 2 k k \ \ /13§-oRRR LU w } M _= 7 E E E E kkk//)J) Ct U 4A � 2 k � $ � Ln Z 2 � ] \ � o cc « E 2 k -j / k u 2 / z 0 Q a 0 Loll _ 2 E£g9a£t ao EXHIBIT C CERTIFICATE OF ADVANCE This Certificate is issued under that certain Development Agreement (the "Development Agreement"), by and among the City of La Porte, Texas (the "City"), the La Porte Redevelopment Authority (the "Authority'), Reinvestment Zone Number One, City of LaPorte, Texas (the "Zone"), and Bayforest Ranch, LTD (the "Developer'), dated , 2016. Capitalized terms used in this Certificate shall have the meaning provided for in the Development Agreement. This Certificate evidences a Developer Advance under the Development Agreement in the amount of $ for the [describe the project category and nature of work completed]. Interest on the Developer Advance evidenced by this Certificate shall accrue at the rate and for the period described in 6.1(B) of the Development Agreement and shall be payable in accordance with the Development Agreement. By Developer's execution of this Certificate, Developer represents that it has made the expenditures and completed the work described in this Certificate. Copies of the relevant invoices and other appropriate documentation are attached to this Certificate. By the Authority's execution of this Certificate, the Authority indicates its approval of the expenditures and work described in this Certificate and its approval of the matters set forth in this Certificate and recognizes its obligation to repay such Developer Advance together with interest pursuant to the Development Agreement. C-1 HQU:3705553.2 AGREED TO this day of , 20_ LA PORTE REDEVELOPMENT AUTHORITY BY: Name: Title: Chair, Board of Directors ATTEST: By: Name: Title: Secretary, Board of Directors 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 20—. Notary Public in and for The State of Texas (SEAL) C-2 HOU:3706553.2 REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE By: Name: Title: Chair, Board of Directors ATTEST: By: Name: Title: Secretary, Board of Directors 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 , 20—. Notary Public in and for The State of Texas (SEAL) C-3 HOU:3706553.2 BAYFOREST RANCH, LTD 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 , 20 . Notary Public in and for The State of Texas (SEAL) C-4 HOU:3706553.2 LA PoRTF, RI DEVELOPWNT AUTHORITY, CITY oF LA PoRTE, nxAs 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 PoRTE REDEvELoPmENTAuTHowy do Hawes Hill Calder6n LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-889-6314 August 2016 REVENUE/EXPENSE SUMMARY- OPERATING ACCOUNT Beginning Fund Balance, July 29, 2016 $ 2,,484,028.39 Checks outstanding None Checks submitted for approval 108 City of La Porte 109 Hawes Hill Calderon LLP 2,484,028.39 $ 2,484,028.39 96,648.50 6,114.39 (102,762.89) Fund balance, Cloerating Account as of'August`24, 2016 2,381265.SO 0 ti i� w 0 .a o In O O r-i lD rn 0) o O M N i, tD d' Ln in n tD tD Lo M f, r1 Ln oo tt oo O N N i- ¢t a r-I 1n 0 o m w 1n ct � in O m Ln t tt ri cf N Q 1n Ct 4. o t; r-i M (D ib N Ln r4 N M o Lo N 0 N M r-i r 1 ri in t6 ai iri r4 6 O ct C N LO al r� M N tV N It ct Ct r� d' N M O a) Lo en Eo t0 W In lD tD tD oo M O kn O in LO W r•i IA r-I N Ln Ln r- rl N a1 r- Iq Q (V In Ln (- Ln Ln t!? ilk ih t/1 -kn t!F in- ih -k > tr4 V1 to ILn t!i• in tn. to An. tn• in in- {n Vt . in. to to -Ln to C Ql E 1n C � L U- N Q7 E C C Q) C C a N c> m co N N m N VI N N N � � N r` tl; N T 1n N U5 f/7 N y N fh x N C 2 2 2 N �7 `7 N N C � }- [` � y N y � � w � � N y � f- � O0 C C C C C C C C U •V Cn C C C C Q C C C C C C C G -V v A .3- O V i•+ � a 1 C O � c E 0 o u e zl- w Q o e w O w O0 Ln O O d O = O O O O O O OOO O O Ob. dm C M ei r1 H ri ri N N O [] w N N N N" e-i H .a r-i H r•i Iq O O O O O O O O x p O O O O O O O O O O O p J J x .� 07 D 0 :!2 y • � •+! a+ .a ar N • • O O a) O 0 0 0O0 O O7 V Obpp OObOOOOO�•a_+7„ V V1 o�? n a a a a a a a a 'u CD G 0-w 'o w 'b w w 'O w 'b w 'a w -a w -0 CO a u w `O w 'O w w 1i w w w w w w w N u t to b 1a x •a "4 to 'O 'O `b 'b 'O -0 I.L •� N Ln U) iA y N U) Ll {••� y V) � H in N Vw- 0 C O w w w w w w w w n •L O O 0 w Q1 w b w w w Vim] w w U) Cei Ian w 1�!] d x x Q �bA T L Qa L w L d) L w L w L w L w �„ Q) >. v7 L Ql L Q1 L w w ? w Q) w w w w w w a_ J U m u O = C C C O = V � C C C C U C C C C C >= C C O O O 0 0 0 0 0 O O O O d O d O O O O O -i r-i ra rl rt r-1 -i d O 0 O rW ri ci rH rH Ti T-1 1-4 r♦ rW xA H O O O O r-1 1-1 H r[ H H ri O O O O O O O O d N N N N O O d O O O O \\\ N N N N N N N N N N N N\\\ N N N N N N N L .X -1 N ON m m c E M M M C) \\\\ W HO O C14 O r\-1 1-10 N oo H 0) c\p tD N N O O ri N \ N \ M \ M \ M H N N m M M M \ O \ \ \ M N M N trf r-t 14 u m W rq r i 14 -4 N M G1 \ In \ ID \ to \ CD \ to \ ir, \ m \ dl . 1 O e i N i^1 N r-I \ r [ \ N \ M \ Ct \ Ln \ k4 \ LD N 0 m rn o0 00 oa ao E` eh N m N ►n o N N to tD It rn m m eF N co l4t m r- O rn o N m oo m w w tO o m �Zf m-1 r3 0 0o m Ln m N m rn1:4 o m r, o m d* o r ri oo k6 of �4 6 rj r4 4 o r4 r. od to 4 ry rri o ry L6 rri op of rn oo 4 �4 h ry 6 o0 rl (-4 U:) m �i' ct ct �• �- �- N to In 00 00 o (n dt In �t �Zzr d' m ro m rn r� I;t 110 r-i In r♦ r•i r~ m u) .-+ r-F rri Sri Ca r- ff Ln � � -4 v} tn• th th •rl} t!1• in. tn• i/)- -Ln 'En to t4 Lrr V- V)- V/ - IA- iA- tn tn• vF V). 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M M M (Q V iNn co -N N i Nin E 0 V N f+l M Ln T �r N - N r co N N Nfn N i C S C t 0 } O ! 3 f o i 4 - O M of 0 v N N :� N I�rV,f iN O tl _« Ot i N C7 N 00 V N ! N N N - r O O 0 P Q > Q j Q ' Q i O O O a o o Ln iri Lh r'n N V 0 41 1.4 N E N ni a7 i M = M 0 0 C a �p N �N N a 0 SC C ! U -N N iN N U h M i Psi i �+m N O G A ,a� C, ! O C3 CD L a a 0 m O_ = J N fn u u di N C ' M M i M Gl Q#k F .._.._ v s CL G .3_� 0 0 a 0 „ CAI 0 c E0 iiC) ~ N Ql 1! �N '0 E0 10 O N o o 0 i o u W % tD 41 1 ' ' x G o 0 41 Nm i— a N Q O c o? c a Cc:o' Cc:o, N real o o� oi of m m SOS M m, m �j m!a, m �. cn 07 to R7 N CO N ' C N N - O) i�F4;Nae N a!N aLn tn ;� 4 M M M M L STATEMENT OF ACCOUNT PAGE 1 CITY OF LA PORTE 604 W FAIRMONT PARKWAY LA PORTE, TX 77571 (281) 471-5020 TO: LA PORTE REDEVELOPMENT AUTHORI ATTN: DAVID HAWES PO BOX 22167 HOUSTON, TX 77227 CUSTOMER NO: 1905/144427 --------------------------------------- CHARGE DATE DESCRIPTION -------------- ----------------------- 7/06/16 BEGINNING BALANCE * TIRZ 6/15/16 TIRZ ADMINISTRATION FEE 5% ADMIN FEE DATE: 8/08/16 TYPE: MS - MISCELLANEOUS ------------------------------------ REF-NUMBER DUE DATE TOTAL AMOUNT 96,648.50 17737 7/05/16 96,648.50 FOR BILLING ASSISTANCE -CONTACT LISA @ EXT 5042 **ONLINE PYMNT NOW AVAILABLE @ WWW.LAPORTETX.GOV** ** PREVIOUSLY BILLED - INCLUDED IN BEGINNING BALANCE CURRENT OVER 30 DY OVER 60 DY OVER 90 DY 96648.50 DUE DATE: 8/29/16 PAYMENT DUE: 96,648.50 TOTAL DUE: $96,648.50 PLEASE DETACH AND SEND THIS COPY WITH REMITTANCE DATE: 8/08/16 DUE DATE: 8/29/16 CUSTOMER NO: 1905/144427 REMIT AND MAKE CHECK PAYABLE TO: CITY OF LA PORTE ATTN: ACCOUNTING DIVISION 604 WEST FAIRMONT PARKWAY LA PORTE TX 77571 (281) 471-5020 NAME: LA PORTE REDEVELOPMENT AUTHORI TYPE: MS - MISCELLANEOUS TOTAL DUE: $96,648.50 City of La Porte Administrative Fee Calculation 2016 City Collections Transfer to La Porte Redevelopment Authority 6.14.2016 837,561.81 Less Adjustments from prior years: 2000 (1,252.74) 2001 (1,639,83) 2002 (1,638.77) 2003 (1,074,57) 2004 (1,057.58) 200S (1,090.23) 2006 (425.10) 2007 (0.03) 2008 4,377.72 2009 421.27 2010 727.80 2011 473.09 2012 239.59 2013 319.65 2014 45,561.37 Tax collections for 2015 881,503.45 5 % administrative fee due to the City for city collections $44,075.17 LPISO collections Transfer to La Porte Redevelopment Authority 6.14.2016 991,294.29 Less Adjustments from prior years: 2000 (167,29) 2001 (199.24) 2002 (63.28) 2003 194.17 2004 190.77 2005 219.49 2006 1,036.15 2007 277.63 2008 158.55 2009 393.41 2010 862.70 2011 554.49 2012 284.31 2013 386.83 2014 56,043.50 Tax collections for 2015 1,051,466.50 5 % administrative fee due to the City for school district collections 52,573.33 Total to be Billed to La Porte Redevelopment Authority $96,648,50 Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 TIRZ-La Porte # l/La Porte Redevelopment Authority 604 W. Fairmont Pkwy. LaPorte, TX 77571 Page I DATE I INVOICE NO. I DESCRIPTION I CHARGES 5/10/2016 43015370 Invoice #43015370 $2,000.00 * Professional consulting fee, April 2016 $2,000.00 6/l/2016 Payment; TIRZ-La Porte # 1/LaPorte Redevelopment Authority 6/8/2016 43015393 Invoice #43015393 $2,093.92 * Professional consulting fee, May 2016 $2,000.00 * In-house postage, photocopies, binding, etc., May 2016 $14.00 * Reimbursable mileage, parking, tolls, etc., D. Hawes, Jan - May 2016 $79.92 7/7/20I6 43015414 Invoice #43015414 $2,000.47 * Professional consulting fee, June 2016 $2,000.00 * In-house postage, photocopies, binding, etc. $0.47 8/4/2016 43015438 Invoice #43015438 $2,000.00 * Professional consulting fee, July 2016 $2,000.00 PAYMENTS $1,980.00 MUUMUU DATE i 8/11/2016 '-MV/' NIJ� $2,000.00 $20.00 $2,093.92 $2,000.47 $2,000.00 8/11/2016 Finance Charge $0.00 $0.00 CURRENT 30 DAYS 90 DAYS 90+ DAYS AMOUNT DUE $0.00 $2,000.00 $4,094.39 $20.00 $6,114.39 HAWESHILLCALDERON,',g LLP r`¢ • , C P.O. Box 22167 Houston TX 77227-2167 TIRZ-La Porte # 1/La Porte Redevelopment Authority 604 W. Fairmont Pkwy. La Porte, TX 77571 Invoice Invoice #: 43015393 Date: 6/8/2016 Terms: C.O.D. Sales Tax: $0.00 Total Amount: $2,093.92 Amount Applied: $0.00 Balance Due: $2,093.92 Owed As Of: 6/8/2016 r LA PORTE RDA/TIRZ #1 In-hiouse Postage., Photocopies, Bind Postage Date Amount Total $ - Photocopies @ $0.15 Date Pages Amount 5/19/2016 6 $ 0.90 5/23/2016 672 $ 100.80 Total Color Photocopies 9 $0.50 Total $ Binding sets @ $1.00, Date Sets Amount 5/23/2016 14 $ 14.00 Total $ 14.00 Total, all items Postage, $ Photocopies $ Color Photocopies $ Binding sets $ 14.00 $ 14.00 N rn n a ti 0 0 0 M M o 0 0 0 0 0 o m of m O o 0 0 0© o rn m m try in. tr} v? irr � ih n O O 6 ih rn rn 0 a o 0 0 0 o rn m m vQi vf)- V� Q)- in -L4 tri r, If).v} vy. I;t O Lrt V O '-n O ih ih n n 0 O D D V7 F t d x�F k fJy HAWEsHILLCALDERON I l P Invoice QW P.O. Box 22167 Houston TX 77227-2167 TIRZ-La Porte # 1I1-a Porte Redevelopment 9 Authority 604 W. Fairmont Pkwy. La Porte, TX 77571 Invoice #: 43015414 Date: 7/7/2016 Terms: C.O.D. Sales Tax: $0.00 Total Amount: Amount Applied: Balance Due: Owed As Of: 7/712016 $2, 000.47 $0.00 $2,000.47 $2,093.92 $20.00 $4,114.39 i PORTE Y ■ In-house Postage, Photocopi ;r''.'.. Binding, Postage Date Amount 6/1/2016 $ 0.47 Total $ 0.47 Photocopies @ $0.15 Date Pages Amount Total $ Color Photocopies @ $0.50 Total $ - Binding sets @ $1.00 Date Sets Amount 14 Total $ - Total, all Items Postage $ 0.47 Photocopies $ Color Photocopies - Binding sets $ - $ 0.47 HAWEsHILLCALDERON LLP Tad P.O. Box 22167 Houston TX 77227-2167 TIRZ-La Porte # 111-a Porte Redevelopment Authority 604 W. Fairmont Pkwy. La Porte, TX 77571 Invoice Invoice #: 43015438 Date: 8/4/2016 Terms: C.O.D. Sales Tax: $0.00 Total Amount: $2,000.00 Amount Applied: $0.00 Balance Due: $2,000.00 Owed As Of: 8/4/2016 `K x $2,000.47 $2,113.92 $6,114.39 LA PORTE REDEvELopwNT AuTHoRiTY, CITY OF LA PORTE, TEXAS AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT- Agenda Item Materials 9. Board Member comments: a. Matters appearing on the agenda b. Inquiry of Staff regarding specific factual information or existing policy LA PoRTE REDEVELOPMENTAUT110JUTY do Hawes Hill Calder6n LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 LA PORTE REDEVELOPMENT Aumolzny, CITY OF LA PORTE, TEA,, AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 8. Receive updates from the City,, developers, and staff regarding development within the Zone. LA PoRTE REDEvELopmENT AuTHoRny do Hawes Hill Calder6n LLP P.O. Box 22167 Houston TX 772272167 713-595-1200 or FAX 281-888-6314