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HomeMy WebLinkAbout11-08-17 LPRDA/TIRZMeetingsAgendas and Agenda Materials e Boards Redevelopment Authority November 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 forte Redevelopment Authority and La Porte Tax Increment Reinvestment Zone to be held Wednesday, November 8, 2017, at 6.30 p.m, in the City Manager's Conference Room of City Hall, 604 West Fairmont Parkway, La Porte, Texas, for 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 August 23, 2017. 3. Receive and approve FY2017 Audit from McCalI Gibson Swedlund Barfoot PLLC. 4. Consider proposal from McCall Gibson Swedlund Barfoot PLLC to prepare Agreed Upon Procedures Report for Liberty Property Limited Partnership in accordance with the terms of the developer agreement. 5. Receive and consider Agreed Upon Procedures Report for Liberty Property Limited Partnership; and authorize appropriate action. 6. Receive and consider Development Agreement with Vista Oaks GB, LLC. 7. Consider tax year 2016 developer disbursements. 8. Consider approval or other action regarding authority invoices, including contractual obligations to reimburse La Porte ISD. 9. Receive updates from the city, developers and staff about development within the Zone. 10. Board member comments. a. Matters appearing on agenda b. Inquiry of staff regarding specific factual information or existing policy 11. Adjournment. In compliance with the American Disabilities Act, the City of La Porte City will provide for reasonable accommodations for persons attending public meetings. To better serve attendees, requests should be received 24 hours prior to the meetings. Please contact Patrice Fogarty, City Secretary, at 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 Persons with disabilities who plan to attend this meeting and would like to request auxiliary aids or services are requested to contact the District's Executive Director at (713) 595-1200 at least three business days prior to the meeting so that the appropriate arrangements can be made. LA PORTE REDEVELOPMENT AUTHOPYry, QTY 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 August 23, 2017. LA PORTE REDEVELOPMENT AuTHoRrry do Hawes Hill & Assmiates LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 MINUTES OF THE JOINT MEETING OF THE LA PORTE REDEVELOPMENT AUTHORITY and LA PORTE TAX INCREMENT REINVESTMENT ZONE BOARD OF DIRECTORS August 23, 2017 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, August 23, 2017, 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 Barry Beasley Position 2 Alton Porter Position 3 Horace Leopard Position 4 Doug Martin, Chairman Position 5 JJ 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 Porter, Meza and Graham, thus constituting a quorum. Also present were David Hawes and Linda Clayton, both of Hawes Hill & Associates, LLP; Ben Morse, Andrewes Kurth Kenyon, LLP; Corby Alexander and Ryan Cramer, both with City of La Porte; and Virginia Blake, McCall Gibson Swedlund Barfoot PLLC. Chairman Martin called the meeting to order at 6.50 p.m. Discussed Interlocal Agreement between City and ISD participation/calculations APPROVE MINUTES OF THE JOINT LA PORTE REDEVELOPMENT AUTHORITY AND LA PORTE TAX INCREMENT REINVESTMENT ZONE MEETING HELD ON FEBRUARY 8, 2017. Upon a motion duly made by Director Antone, and being seconded by Director Leopard, the Board voted unanimously to approve the Minutes of the February 8, 2017, joint Board meeting, as presented. CONSIDER SUPPLEMENTAL REIMBURSEMENT AGREED UPON PROCEDURES REPORT (AUP) FOR BEAZER HOMES TEXAS LP Ms. Blake presented the Agreed Upon Procedures Report for Beazer Homes Texas LP, included in the Board agenda materials. She reviewed Schedule A, Schedule of Construction, Engineering and Related Costs Reimbursable to Beazer Homes Texas, LP, and answered questions. She reported the total amount payable to Beazer Homes Texas LP as of August 23, 2017, is $177,498.45. Upon a motion duly made by Director Beasley, and being seconded by Director Poole, the Board voted unanimously to approve the Agreed Upon Procedures Report for Beazer Homes Texas LP and approved payment to Beazer Homes Texas LP in the amount of $177,4.98.45. CONSIDER AUDIT PROPOSAL FROM MC CALL GIBSON Ms. Blake presented the proposal from McCall Gibson Swedlund Barfoot PLLC to prepare the FY2017 audit, included in the Board agenda materials. She reported the estimated fees range from $7,500 to $8,500. Mr. Hawes stated staff is recommending for approval. Upon a motion duly made by Director Poole, and being seconded by DirectorAntone, the Board voted unanimouslyto approve the proposal from McCall Gibson Swedlund Barfoot PLLC to prepare the FY2017 Audit in estimated fee of $7,500.00 to $8,500.00, as presented. CONSIDER FY2017-2018 BUDGET. Mr. Hawes distributed the proposed FY2017-2018 Budget, a copy is attached as Exhibit A. He reviewed the budget line item by line item, and answered questions. He reported under TIRZ Revenues LPISD $2,054,938 is based on the calculations received from Goose Creek. After reviewing the letter received from LPISD, a copy is attached as Exhibit B, Mr. Hawes recommended adjusting LPISD revenue in 2016-2017 Estimated from $2,054,938.00 to $1,531,431.00 reflecting the amount of $523,504.00 which LPISD indicated they overpaid; and adjusting the 2017-2018 Proposed Budget from $2,116,586.00 to $1,616,586,00. Mr. Hawes recommending reducing the developer reimbursement to Port Crossing $500,000.00 for 2017-2018 to $998,267.00. Upon a motion duly made by Director Poole, and being seconded by Director Beasley, the Board voted unanimously to approve the FY2017-2018 Budget, adjusting the LPISD Revenue for 2016-2017 to $1,531,431.00 and LPISD Revenue for 2017-2018 to $1,616,586.00; and amending the developer reimbursement to Port Crossing for 2017-2018 to $998,267.00. CONSIDER DEVELOPER DISBURSEMENTS This item was tabled. CONSIDER APPROVAL OR OTHER ACTION WITH REGARD TO AUTHORITY INVOICES. Mr. Hawes presented the cash flow report and reviewed the invoices included in the Board agenda materials. Upon a motion duly made by Director Antone, and being seconded by Director Leopard, the Board voted unanimously to approve payment of invoices, as presented. RECEIVE UPDATES FROM THE CITY, DEVELOPERS AND STAFF WITH REGARD TO DEVELOPMENT WITHIN THE ZONE. Mr. Alexander provided an updated on development within the zone, and answered questions. There was general discussion regarding the letter received from LPISD. BOARD MEMBER COMMENTS: a. Matters appearing on agenda; and 2 1 Page b. Inquiry of staff regarding specific factual information or existing policy. There were no discussions. ADJOURNMENT. There being no further business to come before the Board, the meeting was adjourned at 7.30 p.m. Secretary List of Exhibits: A. FY2017-2017 Proposed Budget B. Letter from LPISD dated August 22, 2017 3 1 P a g e LA PORTE REDEVELOPMENT AUTHORITY, CITY OF, LA PoRT.E, TExAs AGENDA MEMORANDUM TO- La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 3. Receive and approve the FY 2017 audit from McCall Gibson Swedlund Barfoot PLLC, LA PoRTE REDFvELopmENT AuTHowy do Hawes Hill & Associates LLP P.O. Box 22167 Houston TX 772272167 713-595-1200 or FAX 281-888-6314 LA PORTE RFDEVELOPMENT AUTHORITY, CITY OF LA PORTE, TEXAS AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT, Agenda Item Materials 4. Consider a proposal from McCall Gibson Swedlund Barfoot PLLC to prepare an Agreed Upon Procedures Report for Liberty Property Limited Partnership, in accordance with the terms, ofthe developer agreement. LA PORTE REDEVELOPMENT AuTHoRiTy c/o Hawes Hill & Associates, LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 McCALL GIBSON SWEDLUND BARFOOT PLLC Certified Public Accountants 1.3100 WorOmm Center 17riue Suite 235 Houston, Texas 77065 5610 (713) 462-0347 Fax (713) 462-2708 E-Mail: wg5b@mgsbptic.com November S, 2017 La Porte Redevelopment Authority c/o David Hawes Hawes Hill & Associates, LLP 9610 Long Point Road, Suite 150 Houston, TX 77055 9600 Greet Hills Trait Suite 150W Austin, Texas 78759 (5I2) 610-2209 unuw. n:gsbpttc.roru We will perform the procedures enumerated below, which are agreed upon by the La Porte Redevelopment Authority (the "Authority") on the invoices and schedules submitted by Liberty Property Limited Partnership (the "Developer") which are included for payment in accordance with the terms of the Development Agreement. Our report will be an agreed -upon procedures engagement performed in accordance with standards established by the American Institute of Certified Public Accountants with Regard to the Construction, Engineering and Related Costs of the Developer. Our engagement will be limited to a review of the documentation and information submitted for review by the Developer, and will be for the purpose of determining the amount to be reimbursed and a comparison of the actual costs to the La Porte Tax Increment Reinvestment Zone (the "TIRZ") Estimated Zone Project Costs. This agreed -upon procedures engagement will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the City. Consequently, we will make no representation regarding the sufficiency of the procedures either for the purpose of which this report has been requested or for any other purpose. The procedures we will perform are as summarized below: A. We will review certain schedules and supporting invoices submitted by the Developer in substantiation of the costs to be reimbursed. Our review will include all documentation for supporting items, amounts, and proof of payment for which reimbursement is requested. In addition, we will review all agreements provided to us relative to the reimbursement request. Member of American Institute ofCertifted Public Accountants Texas Society of Certified Public Accountants La Porte Redevelopment Authority c/o Hawes Hill & Associates, LLP November S, 2017 Page 2 B. We will review the prior reimbursements for Port Crossing. Any costs required to be paid by the Developer will be deducted. C. We will prepare schedules that compute interest in accordance with the terms of the Development Agreement, and will limit interest where appropriate. D. We will prepare a reimbursement report for the benefit of the City, including the accountant's report and schedule of amounts reimbursable to the Developer. E. We will be available to attend a meeting to present the report, and to answer questions relating to the report. The objective of this agreed -upon procedures engagement will be to assist you in evaluating the reasonableness of the aforementioned costs. Because the above procedures will not be sufficient to constitute an audit made in accordance with generally accepted auditing standards, we will not express an opinion on the aforementioned reimbursable costs. However, we will report to you any matters that come to our attention that causes us to believe that the aforementioned costs are incorrect. In addition, this agreed -upon procedures engagement is not primarily or specifically designed, and cannot be relied upon, to disclose defalcations and other similar irregularities, although their discovery may result. This report of agreed -upon procedures is for the exclusive use of the Board of Directors of the Authority, and should not be distributed to or made available to persons or entities outside of the Board, nor should the report be associated with the presentation of any financial data of the Authority except as required by the specific agreement and the Texas Open Records Act. 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 charge for this work will be at the firm's regular hourly rates. A portion of the cost of these procedures will be determined by the condition of the records submitted by the developer to be reimbursed. Billing will be made when the final report is issued. We estimate the cost of performing these procedures on your behalf to range between $4,000 and $6,000. 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. La Porte Redevelopment Authority c/o Hawes Hill & Associates, LLP November 8, 2017 Page 3 We appreciate the confidence you have placed in this firm by retaining us as your independent accountants in this matter. If you agree with the above understanding of the engagement, please sign the duplicate copy of this letter and return it at your earliest convenience. Thank you. Sincerely yours, McCall Gibson Swedlund Barfoot PLLC Certified Public Accountants Houston, Texas ACKNOWLEDGEMENT: Signature Engagement Letter —Port Crossing 2017 Title Date LA PORTF. REDEvELOPMENT AUTHORITY, CITY OF LA PORTE, TES AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials Receive: and consider an Agreed Upon Procedures Report for Liberty Property Limited Partnership and authorize appropriate action. LA PoRTE REDEVELOPmENT AuTHoRiTy do Hawes Hill & Associates LLP P'.0. Box 22167 Houston TX 772272167 713-595-1200 or FAX 281-888-6314 SUS J�C �-�AFT ro cy,1 lv cl�_ LA PORTE REDEVELOPMENT AUTHORITY REPORT ON APPLYING AGREED -UPON PROCEDURES TO CONSTRUCTION, ENGINEERING AND RELATED COSTS REIMBURSABLE TO LIBERTY PROPERTY LIMITED PARTNERSHIP (DEVELOPER) NOVEM 3ER 8, 2017 McCALL GIBSON SWEDLUND BAR)FOOT PLLC Certified Public Accountants J)RAfir OCHq TABLE OF CONTENTS SCHEDULE INDEPENDENT ACCOUNTANT'S REPORT ON APPLYING AGREED -UPON PROCEDURES SCHEDULE OF CONSTRUCTION, ENGINEERING AND RELATED COSTS REIMBURSABLE TO LIBERTY PROPERTY LIMITED PARTNERSHIP (DEVELOPER) A SCHEDULE COMPARING ACTUAL REIMBURSABLE COSTS WITH EXHIBIT B OF DEVELOPMENT AGREEMENT B McCALL GIBSONS%TDLUND BARFOOTPLLC Certified Public Accountants 13100 Worthatn Center Drive Suite 235 9600 Great Hills Trail Houston, Texas 77065-5610 Suite 150W (713) 462-0341 Austin, Texas 78759 Fax (713) 462-2708 (512) 610-2209 E-Mail., Mgsb@mgLbpllc.com wtom nusb0c.cont November 8, 2017 Board of Directors La Porte Redevelopment Authority City of La Porte, Texas Harris County, Texas Independent Accountant's Rg art on ApPlying_A eed-Upon Procedures suaj,6�Cl)&OFT CNgNGE We have performed the procedures enumerated below, which were agreed to by the Board of Directors of the La Porte Redevelopment Authority (the "Authority"), solely to assist you with respect to the Construction, Engineering and Related Costs to be paid by the City of LaPorte, Texas Reinvestment Zone No. 1 to Liberty Property Limited Partnership ("Developer"), as set forth in the accompanying schedule. The responsible parties for this report are the intended users of the report. The below listed procedures were performed solely to assist you in determining the amount to be reimbursed to the Developer involved, and to facilitate the preparation of a comparison of the actual costs incurred with the Capital Improvement Budget as documented as Exhibit B in the Public Improvement Development Agreement. This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Board of Directors of the Authority. Consequently, we make no representation regarding the sufficiency of the procedures either for the purpose for which this report has been requested or for any other purpose. The procedures performed are summarized as follows: A. We reviewed certain schedules and supporting invoices submitted by the Developer in substantiation of the costs to be reimbursed. Our review included all documentation supporting items, amounts, and proof of payment for which reimbursement is requested. In addition, we reviewed all agreements relative to the reimbursement request. B. We calculated the Developer's interest based upon the terms of the Reinvestment Zone Number One, City of LaPorte, Texas ("La Porte Zone") agreements with the Developers listed in the report. Member of American Instihtte of Certified PublicAccotnttants Texas Society of Certified Public Accountants La Porte City of La Porte,lTexasnt Authority SUB J�CDR OFC November Page 2 C. We verified the mathematical accuracy of the engineering invoices on a test basis. We tested the completeness of the engineering invoices based upon the total engineering invoices billed. D. We reviewed the computation of certain costs to gain assurances that the amounts required to be paid 1007o by the Developer, in accordance with the Development Agreement, are deleted from the amounts to be reimbursed. E. For construction contracts, we footed the final pay estimates and calculated extensions on a test basis. F. We obtained verbal confirmation from D. Grimm, Inc. that the construction contracts have been paid in full and that there are no additional claims against the La Porte Zone or Developer. G. We prepared a reimbursement report for the benefit of the Authority including the accountant's report and schedule of amounts reimbursable to the Developer, and have compared the amounts in the operating and capital improvement budgets with the actual reimbursable costs to complete the projects. H. We were available to attend a meeting to present the report, and to answer questions relating to the report. The attached Schedule A titled "Schedule of Construction, Engineering and Related Costs Reimbursable to Liberty Property Limited Partnership (Developer)", sets forth their reimbursable costs. This reimbursement is in accordance with the terms and conditions of the Development Agreement by and among the Reinvestment Zone Number One, City of La Porte, Texas, La Porte Redevelopment Authority and Port Crossing Land, LP dated May 24, 2006. That agreement was amended April 27, 2011 to extend the maximum interest date on reimbursable amounts to eight years from the payment date. The Second Amendment to Development Agreement was executed September 10, 2015, to give reimbursement rights to Liberty Property Limited Partnership. Liberty Property Limited Partnership originally submitted schedules and invoices totaling $1,145,973.17. We have revised the reimbursable amount to $1,195,733.22, including interest of $49,860.05 calculated through November 8, 2017. The following changes were made to the original schedule: A. We calculated interest through November 8, 2017 at the prime commercial lending rate of 1. P. Morgan Chase Bank. That resulted in an increase of $49,860.05. La Porte Redevelopment Authority D November 8, 2017 City of La Porte, Texas S UF3JEC iR O Page 3 ANGE According to the Development Agreement, the Developer is to be paid interest on the reimbursable amount at the prime commercial lending rate of J. P. Morgan Chase Bank per annum. Interest was calculated on the per annum basis of a year being 365 days. The following details the interest rates used for the periods included: Prime Dates Rate November 12, 2015 to December 16, 2015 3.25% December 17, 2015 to December 14, 2016 3.50% December 15, 2016 to March 15, 2017 3.75% March 16, 2017 to June 14, 2017 4.00% June 15, 2017 to November 8, 2017* 4.25% *Assumes no change in prime rate In addition to the current amount reimbursable, the Developer has a principal balance assigned from the prior Developer of $5,644,409.05. Interest was limited to eight years per the agreement, so no additional interest will accrue on that amount. We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on the aforementioned reimbursable costs. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters aright have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Board of Directors and is not intended to be and should not be used by anyone other than this specif ed party. However, this report is a matter of public record and its distribution is not limited. This report should not be associated with the presentation of any financial data of the Authority except to comply with filing requirements as specified by the parties to the agreement. McCall Gibson Swedlund Barfoot PLLC Certified Public Accountants Houston, Texas 2017 Report AUP LA PORTE REDEVELOPMENT AUTHORITY SCHEDULE OF CONSTRUCTION, ENGINEERING AND RELATED COSTS REIMBURSABLE TO LIBERTY PROPERTY LIMITED PARTNERSHIP (DEVELOPER) NOVEMBER 8, 2017 (SEE ACCOMPANYING DISCLAIMER OF OPINION AND EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) DESCRIPTION D. Grimm, Inc. Construction Public Water and Sanitary Sewer to Port Crossing Amount Paid by Developer Terra Associates, Inc. Engineering - Phase One Building Drilling Port Crossing Amount Paid by Developer Terra Associates, Inc. Engineering - Public Infrastructure Port Crossing Amount Paid by Developer Terra Associates, Inc. Engineering - Survey/Consulting/Permits Port Crossing Amount Paid by Developer Gorrondona Engineering Services, Inc. Engineering - Material Testing Phase One Building Drilling Port Crossing Amount Paid by Developer Gorrondona Engineering Services, Inc. Engineering - Material Testing Port Crossing Public Utilities Amount Paid by Developer Schedule A Page 1 of 2 TOTAL $ 831,161.59 76,558,26 172,039.62 30,187.42 9,986.00 25,940.28 C 7- 7-6 LA PORTE REDEVELOPMENT AUTHORITY SCHEDULE OF CONSTRUCTION, ENGINEERING AND RELATED COSTS REIMBURSABLE TO LIBERTY PROPERTY LIMITED PARTNERSHIP (DEVELOPER) NOVEMBER 8, 2017 (SEE ACCOMPANYING DISCLAIMER OF OPINION AND SjjE`jEG APT EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) D�o Cy ANG, DESCRIPTION TOTAL AMOUNT REIMBURSABLE TO LIBERTY PROPERTY LIMITED PARTNERSHIP AS OF NOVEMBER 8, 2017 Developer Interest * TOTAL AMOUNT PAYABLE TO LIBERTY PROPERTY LIMITED PARTNERSHIP AS OF NOVEMBER 8, 2017 * Interest is calculated based upon the J.P. Morgan Chase Bank prime commercial lending rate in accordance with the Development Agreement. Schedule A Page 2 of 2 TOTAL 1,145,873.17 49,860.05 $ 1,195,733,22 LA PORTE REDEVELOPMENT AUTHORITY SCHEDULE COMPARING ACCUALREIMBURSABLE COSTS WITH EXHIBITS OF THE DEVELOPMENT AGREEMENT (SEE ACCOMPANYNGDSCLAIMEROFOPINION AND ��0 C SU���cH EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) t U �� REIMBURSABLE REIMBURSABLE COSTS COSTS PNOINEERING PORTCROSSING PORTCROSSING FSTIMATE LAND, LP LAND, LP DESCRIPTION EXHIBITS AT MAY 21. 2009 AS OF 1ANUARY 21. 2015 CAPITAL IMPROVEMENT BUDGET DESCRIPTION AND ESTIMATED COSTS Streets with Storm Systems _ Powell Road (100' ROW) $ 1,795,000 Powell Road (60' ROW) 841,000 Abandon Powell Road - Wharton Weems Boulevard 968,000 McCabe Road 225,000 SUBTOTAL $ 3,829,000 $ 3,560,057 $ Water Distribution System 12" Public Mains $ 320,000 O€tsiteSegment Crossing SH 146 (IX) 351,000 SUBTOTAL $ 671,000 S 383,756 $ S_ anitag Sewer System_____ Lift Station I Force Main 5 137,000 Public Mains 8" -12" 308.000 O€fisite Public Mains 66,000 SUBTOTAL S 511,000 S 955,573 S Drainage Projects _ Stormwater Detention 1 Drainage -Acquisition o€32 Acres S 2,300,000 5 2,304,431 S -Cons=tion_ Excavation 1,360,000 1,002,032 -Construction_ Storm Sewer 1,232,000 841,284 25A00 SUBTOTAL $ 4,892,000 $ 4,147,747 $ 25,000 Sidewalks Sidewalks I Pedestrians Trails along Major Roadways 1 Drainageways $ 120,000 $ 45,443 $ Landscaping Along Major Roadways $ 300,000 $ 630,279 $ 29,763 Clearing Public ROW and Easements $ 120,000 $ 182,001 Engineering $ 1,303,000 $ 931,299 $ 3,133 Developer Interest $ - $ 1,364,327 $ 10,086 TOTAL S 11,746,000 $ 12,0%,487 S 67,982 Schedule B Page I of 2 sDRAFT ug� ECr rp CHANGE TOTAL REIMBURSABLE ACTUAL COSTS !i COSTS TO DATE ACTUAL VARIANCE LIBERTY PROPERTY ESTIMATED AND ESTIMATED OVER OVER LIMITED PARTNERSHIP ADDITIONAL COST ADDITIONAL COST (UNDER) (UNDER) AS OF NOVEMBER 8, 2017 TO COMPLETE TO COMPLETE ESTIMATE ESTIMATE S $ S 3460,057 S (268,943) -7,02%a S 350,000 409.911 $ 758,911 S $ 1,142,667 S 471,667 7019'% 69,274 $ 69,274 $ $ 1,024,847 $ 513,947 100,56% 5 - 5 S 2,304,431 S 4,431 0,19% 1,002,032 (357,968) -26.32% 2,976 869,260 (362,740) -29A"% S 2,976 $ S 4,175,723 S (716,277) -14.64% $ S $ 45,448 $ (74.552) -62.13'% $ $ 660,042 $ 360.042 120.01 % $ S 182,001 $ 62,001 51.67% $ 314,712 S $ 1,149,144 S (153,856) -11.81% $ 49,860 $ $ 1,420,273 $ 1,420,273 $ 1,195,733 $ $ 13,360,202 $ 1,614,202 Schedule B Page 2 of 2 LAPORTE 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. Receive and consider a Development Agreement with Vista Oaks GB LLC. LA PoRTE REDEVELOPMENT AUTHORITY do Hawes Hill & Associates LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 La Porte TIRZ #1 Proposed Residential Development, Corner of McCabe Road and Broadway A new development is being proposed within the TIRZ 1 boundary, and Developers of the project are looking for reimbursement of public improvement costs associated with the development. The proposed development is a residential subdivision located at the northwest corner of McCabe Road and Broadway, adjacent to the golf course, as shown in Figure 1. The development is approximately 9.6 acres and includes 48 lots with an average home value of $220,000. Build out of the subdivision is anticipated to occur in the Year 2020. Taxable Value & Revenues Taxable value of the project is anticipated to equal $8.5 million at build out, in the Year 2020, and is expected to increase to approximately $9.7 million by the Year 2029, Over the life of the TIRZ, revenues generated from this development are anticipated to equal to approximately $1.1 million as shown in Table 1 and Exhibit 1. Projected revenues include both City and ISD participation. Table Z Year Taxable Valuation City TIRZ Revenues ISD TIRZ Revenues Total TIRZ Revenues Cumulative TIRZ Revenues 2018 $ - $- $- $ - $ - 2019 $ 4,224,024 $29,391 $17,800 $47,191 $47,191 2020 $ 8,448,024 $58,781 $35,600 $94,381 $141,572 2021 $ 8,574,720 $59,663 $36,134 $95,797 $237,369 2022 $ 8,703,341 $60,558 $36,676 $97,234 $334,603 2023 $ 8,833,891 $61,466 $37,226 $98,692 $433,295 2024 $8,966,399 $62,388 $37,784 $100,173 $533,467 2025 $ 9,100,895 $63,324 $38,351 $101,675 $635,143 2026 $ 9,237,409 $64,274 $38,926 $103,200 $738,343 2027 $ 9,375,970 $65,238 $39,510 $104,748 $843,091 2028 $ 9,516,609 $66,217 $40,103 $106,320 $949,411 2029 $ 9,659,359 $67,210 $40,705 $107,914 $1,057,325 Total $658,510 $398,816 $1,057,325 Project Costs Infrastructure costs the developer is seeking reimbursement for include, paving, drainage, water and sewer costs. A summary of public infrastructure costs is shown in Table 2. Table 2 Project Cost Section A - Paving $433,125 Section B - Drainage $132,125 Section C - Waterline $140,350 Section D —Sanitary Sewer $110,800 Total Costs $816,400 Recommendation Anticipated revenues from the development exceed the projected costs the developer is seeking reimbursement for. Based on the revenue analysis prepared for this project, the developer could be reimbursed for the public improvements over time, as increment from the development is generated. ,I N m m to n m m ci -4 in m n to O m w m i-i N j 7 Q1 ' .••� N M to N w .••� m a m Q! u r1 at m m m rn m Gl n y to et m en m m m m m m oY to F .7 A N m V N to n oo in m O E CC V t0 F t/i to i v th ih VF to to V4 14 trE + .l r` V N m rn O M 0 v m m m m m n r. o v N rr Cl ri m i` N tD ri lD N n m m C ifl n Od O rl t+i1 g lfl n m [1' m u� m m CD1-4 a a 0 0 O d rl rl r-i ri t•a C•i F cc 7 N � 1- to (4 in in V} V). in V) V) V} VT Vf c o o dr tD tD V 1-1 w o m Ln 0 a O m n N w to N -4 0 0 K y,, ' CO lD ci to N PIZ. 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G C m tie r4 cr m m ui 0 0 c a ,A A z z rO r PPRTE TIRZ j,'EXP ks r W z LA PORTE TI RZ 1 A 4 9.596 m at McCabe and Broadway NVVC Zone 1 Boundary 0 10:00 2000 Feet Service Layer Credits: Sources: Esd, DeLorme, NAVTEQ, TomTom, USES, I I I DEVELOPMENT AGREEMENT among REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, and LA PORTE REDEVELOPMENT AUTHORITY and VISTA OAKS GB, LLC HQU:37065531 DEVELOPMENT AGREEMENT This Development Agreement ("Agreement'), is entered into and effective as of 2017, by and among the REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS (the "Zone"), a tax increment reinvestment zone created by the City of La Porte, Texas (the "Ci yt "), acting by and through its Board of Directors (the "Zone Board"), LA PORTE REDEVELOPMENT AUTHORITY (the "Authori "), a local government corporation created by the City, acting by and through its Board of Directors (the "Authority Board") and VISTA OAKS GB, LLC, a Texas limited liability company (the "Dev_eloper'). 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 of the City approved the final Project PIan and Reinvestment Zone Financing Plan by Ordinance No. 99-2352, which has been amended from time to time (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 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 HOU:3706553.2 WHEREAS, the Developer desires to proceed with a single family residential development (the "Project") located at the Project Site (as defined herein) 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 Zone, the Authority and the Developer contract and agree as follows: FT�s"UT10112 1 ARTICLE I 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(13), 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. "HCAD" shall mean the Harris County Appraisal District. "Party" shall mean, individually, the Zone, the Authority or the Developer. "Parties" shall mean, collectively, the Zone, the Authority and the Developer. 2 HOU:3706553.2 "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, La Porte Independent School District, 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. 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 time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery and performance of this Agreement by the Authority does not require the consent or approval of any person which has not been obtained. (F) The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. 2.2 Representations of the Zone. The Zone hereby represents to the Developer that: (A) The Zone is duly authorized, created and existing in good standing under the laws of the State and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) The Zone has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) have been duly authorized, (ii) to the best of its knowledge, will not violate any applicable judgment, order, law or regulation, and (iii) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the 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 time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery and performance of this Agreement by the Zone does not require the consent or approval of any person which has not been obtained. 2.3 Representations of the Developer. The Developer hereby represents to the Authority and the Zone that: (A) The Developer is duly authorized, created and existing in good standing under the laws of the State and is qualified to do business in the State. (B) The Developer has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (i) have been duly authorized by requisite corporate action, (ii) will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Developer or any provisions of the Developer's bylaws, operating agreement and/or other governing document(s), 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 Developer under any agreement or instrument to which the Developer is a party or by which the Developer or its assets may be bound or affected. (C) The Developer will have sufficient capital to perform its obligations under this Agreement as and when needed. (D) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (E) The Developer will comply with any and all City development ordinances and other requirements applicable to the Project Site and/or the Project, including, without limitation, the Plans and Specifications for the Project approved by the City and any planned development or zoning ordinance covering the Project Site. 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 having 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 (which shall be certified to as true and correct by an officer of Developer under penalty of perjury), a Certificate of Completion and evidence that all amounts oaring to contractors and subcontractors have been paid in full evidenced by customary affidavits executed by such contractors. 6 HOU:3706553.2 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 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 5.1 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 $816,400. 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 by the Authority to be ineligible under the Act, the Project Costs shall be reduced by 7 HOU:3706553.2 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 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 6.1(F) 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. 5.3 County Tax Increment. In accordance with the Tri-Party Agreement and the County's agreement to participate in the Zone, the Parties understand and agree that, notwithstanding anything to the contrary herein, the County's Tax Increment may not be used to reimburse the Developer for its Project Costs. ARTICLE 6 PUBLIC IMPROVEMENTS 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 HOU:3706553.2 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 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 6.1(B) 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. 9 HOU:3706553.2 (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 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 6.1(E). (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; 10 HOU:3706553.2 (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. (I) 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. (.I) 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: 11 HOU:3706553.2 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 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 h) anniversary date of this Agreement and each fifth (5a') 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 2017 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. 12 I-IQU:3706553.2 (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 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. (I) 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 fuunish 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 I3 HOU:3706553.2 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 estoppel 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 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 14 HOU:3706553.2 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. 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 loss 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. 15 HOU:3706553.2 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. 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. 16 HOU:3706553.2 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. 9.4 Notices. Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed via certified mail, return receipt requested, or sent by electronic or facsimile transmission confirmed by mailing written confirmation via certified mail, return receipt requested at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the receiving party at the following addresses: ZONE Reinvestment Zone Number One, City of La Porte, c/o City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 [Fax number] AUTHORITY La Porte Redevelopment Authority c/o City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 [Fax number] DEVELOPER Vista Oaks GB, LLC c/o CAA Properties 23015 Cuardo Galveston, TX 77554 Attn: Mr. Charles Anders [Fax number] with a copy to: Mr. Paul Dup,lechain 440 Louisiana Street, Suite 2400 Houston, Texas 77002 [Fax number] CITY City Manager City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 [Fax number] 17 HOU-37065532 with a copy to: City Attorney City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 (Fax number] 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 Zone, the Authority or the Developer, as the case may be. 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 permitted assigns and shall inure to the benefit of the Developer and its successors and permitted assigns. The Authority and the Zone may assign their rights and obligations under this Agreement or any interest herein with the prior written consent of the Developer. The Developer may sell or otherwise transfer the Project but only with the prior written consent of the Authority and the Zone; provided, however, that Developer shall have the right to assign or pledge all or a portion of the Developer's contractual right to any sum due or to become due under this Agreement to aid and assist the Developer in the financing of its acquisition of the Project Site or to aid in Developer's performance of its obligations hereunder, but only if the Developer provides written notice of such assignment to all Parties hereunder and executes and provides to the Authority a release of its right to receive such amounts in a form acceptable to the Authority and any other documentation necessary, in the opinion of the Authority, to accomplish such assignment. 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 laws of the United States of America and the State of Texas. 18 I-IOU:3706553.2 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 Severabilitv. 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 Party Beneficiaries. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Parties hereto only. 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 Agreement. This written agreement represents the fmal 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 party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing hereunder upon default or failure of 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 earlier of the date. (i) the Developer Advances have been repaid in full, and (ii) the Zone terminates. 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 prior to the date currently (as of the date of this Agreement) set for the termination of the Zone, the Tri-Party Agreement requires that the City shall snake satisfactory arrangements to provide for the payment of the obligations to the 19 HOU:3706553.2 Developer of the Authority hereunder. Should the Developer fail to receive all amounts due hereunder prior to the date currently (as of the date of this Agreement) set for the termination of the Zone, none of the City, the Authority and the Zone shall have any obligation to 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. 1N WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day of , 2017. [The remainder of this page is intentionally left blank.] 20 HOU:3706553.2 LA PORTE REDEVELOPMENT AUTHORITY By: _ Name: Title: 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 2017. Notary.Public in and for The State ofTexas (SEAL) APPROVED BY: City Manager, City of La Porte, Texas S-1 HOU:3706553.2 REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS By: _ Name: Title: 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 2017. Notary rublic in anci for the Mate of Texas (SEAL) S-2 HOU!3706553.2 VISTA OAKS GB, LLC 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 , 2017. Notary Public in and for The State of (SEAL) S-3 HOU:3706553.2 IM M-0-W.1 PROJECT SITE [Legal description of Project Site to follow] A-1 HOU:3706553.2 I W4 fa I I H Preliminary Construction Cost Estimate Approximate 9.60-Acre Residential Development at the Northwest Corner of McCabe Road and Old SH 146 NO. =DES0 CFZTI-N -.Su _7 P&cT mxr I NIbtE==r- for Fntira Cmn-t r-S 1,00 SM00100 2 Clamr-f & Cntbingg af. Site PIG 3 T, ?,EkfWC--i Con=e P;=, SI: 6,M,()G $47.50 S2P1,125M 4 MazimCzuou of'Lime Subjn& SY 6,W)OW $2.25, S15,3DO.00 5 Wdrated L=-- —7=& SlL=v TCNI 2M.00 $150.00 6 61, rIM-eU utia LF 3, 700,0D SIN S21,101W 7 2.5" MEAC TON 2-5.00 Wa.100 54,000.00 a 12'Ceme='SttL7keiC"suhkd TO 103.00 S120.00 S12,000.00 cb=ntp 9 Slabgaed Ccas=non E= SY 21,00 M00 SPIAOM ch-rall & F�e=-e) 10 M, arFabdc Fmce LF 4,0010.00 $1.50 S6,000.0) Total Sectiazi "'- PAVLNG $433.135 C-I 1-1OU37065512 SEA. ON "B" - DR- ADOLGE rMiDESCW-RO.X MD UNU PMCE AMOtNT I 2-V'RCP U., 150.00 SP,75D.W 2 24'HDPE is KOM S45,00 S36SO100 3 `C"7cLj EA PAO S3.D00.00 S27,00100 24, SST. EA 600 SI.O11'1,00 S6,000.00 5 cuffar S=C=e EA 4M $1.500,00 56M.00 6 E-cm-atim for IDEtEdion Pomd CY VON 56.00 S42,00100 7 411 55M $45,00 52.475.00 8 111*0r-h LS 1.00 S2,000.0) SIWO,00 S132,125.00 Total Section "B" - DR-ALXAGE mm HOU3706553.2 $lEi 'a4. ilElilTM,ESLI;IPTIa0'v -tTNTT0 BrD U::i,.*�"1"iC°�': LTC PRICE I'O1L7.\ 1 4'°PVC (Cxa DR 12) waarlia is 20,00 S20.00 S4,0,:OO a S"PVC (0-Md .13a,13)11,'at-dis LF 1,9C0100 S35.O0 $555M.00 3 8"-DV'E(C-;+ Ot 111118) Wmalline LF 130.00 5110M 513 200M, in unusaiE+a-a Hole 4 8""T.S.&V. Lk 3.00 $3,750.00 511,250.00 a Firp E33 Assembly (a' - ) EA d. I $3.750 00 S221.500M 15 MkeL necisF1 7 L8 1.00 SS, Odb.00 $9,5O0.00 7 La mgCo=9�d«aes EA 11M SSOOOO 58„SOOM 8 R= comamms EA 14.00 $40OOO S5600.00 Tad^1a1 Section "C`" -W_%TERL $140.350,.00 TIF- I ND. rrEUDESCRIPTION Lt rr sm UALN LTN'lT PRICE L OL'*w'I° 1 T' PVC (SDR 26 NS T M 3034) LF 1,i .flO M 350.00 $34,000.00 (aJ1,��sklas) %I w T e iu rea E 1. V'1 ha1e E.k 3.00 1„500.00 4 , 54, 5moo 3 TDia.5mSm. NrH(3'l7 Oa) P:4. 8.O0 I ?,50Q.00 Sr4,4 .tO 4 LongCornect= EA 14.0O S1,20000 i 51MKO) 5 laatO' aas E,B. 11.00 j S505i.O0 t i S5.500M i ToW Section "Li" - S_4 ,-frA.RY SEP IR 81 t Em.00 SEMON "A" - PA.XILNG 5 s33.125.00 SECTION ""E", DRAL AG"E 5132,125M SEMONrrC",.WATERLINE, $1=03!0,0 SECTION "D" - S_4_'"«inARY SEVER. 5110400,00 TOT`."1.L PRFLLNMvay CONSTRUCTION COST 5S16,401 ca C-J HOU:3706553,2 EXHIBIT C CERTIFICATE OF ADVANCE This Certificate is issued under that certain Development Agreement (the "Development A r_g eement"), by and among, the La Porte Redevelopment Authority (the "Authori"), Reinvestment Zone Number One, City of LaPorte, Texas, and Vista Oaks GB, LLC (the "Developer'), dated , 2017. 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-4 HQU:3706553.2 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-5 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-6 HOU_3706553.2 VISTA OAKS GB, LLC 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-7 HOU:3706553.2 LA PORTE REDEVELOPMENT AUITHOIUTY, CITY OF LA PORTE, T)F-xAs AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 7. Consider tax year 2016 developer disbursements. LA PORTE REDEVELOPMENT At TnOjRjTY do Hawes Hill & Associates LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888'-6314 3 m m o o in m Moro � .�,rn mem m w m xi 4 } m I q cri v m 14 ti O N N N N N N N N a c Q A 0. LL A C m m a — p p n c ro £ X ag p� W .i O O Cf O 00 1� M1 m tD N p M w m O O h O d O W W m �f T4T M1 N W V) O O N O m V p ui 5 N r N v w m ri .•iaGrri oO Vi M M `.Q.. = u N--~ r4 — w � G N N N N N N N N N N N N N N y O u os m w E m y } _ r G � Hj2 S L N N — .0 0` a14 ¢m ¢ e r m O O a ti £ N T V vmi m R p N Q M M A ti ti '1 a � Y^ N N to N N T T r-1 O O C M1 O O V N� V py Om0 C N V M o°' 14 U ~ N N N p QQ N n1 6 O N V a S G ✓S N N N O 0 O M O Oi m h .W4 W o0 o N N N pp N O 6 S O S 6 a ce C u c o p G N N N N N N N +A N N N N N N tl E � � o `o m o r w o w l7 c ILI o a LA PORTE REDEVELOPNIENT AUTHORITY, CITY OF LA PORTE, TEXAS AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT, Agenda Item Materials 8. Consider approval or other action regarding Authority invoices, including contractual obligations to reimburse La Porte ISD. LA PORTE REDEVELOPMENT AUTE40RITY do Hawes Hill & Associates LLP P.0, Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 281-888-6314 NOVEMBER 2017 REVENUE/EXPENSE SUMMARY - OPERATING ACCOUNT Beginning Fund Balance, September 29, 2017 $ 3,218,594.58 Revenues Interest deposits Expenses Less: Checks paid #0118 City of La Porte #0116 McCall Gibson Swedlund Barfoot Less: Checks submitted far approval #0121 Andrews Kurth #0122 McCall Gibson Swedlund Barfoot #0123 Hawes Hill & Associates #0124 Retreat at Bay Forest LP #0125 Beazer Homes Texas LP #0126 Liberty Property Limited Partnership #0127 La Porte ISD $ 125.90 $ 3,218,720.48 $ 3,218,720.48 $ 49,599.68 $ 9,950.00 $ 59,549.68 $ (59,549,68) $ 2,677.50 $ 2,250.00 $ 6,282.19 $ 21,997.31 $ 45,443.07 $ 1,325,582.45 $ 895,879.00 $ 2,300,111.52 $ (2,300,111.52) - Y 0 R Y 0 Y .C! 3 V1 -q O Ln C? 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Y +. Y ¢ +h +. � r c x N m 6 z4 N w w N w w W w w w w w w `p u O `d L7 N N N z o xt a ax o 0 0 o E- O 'S 'S o� I� U o i� 0 0 0 xx xt ma u xc u ax o m La LD n h O O O r^i 1 La La La 1l n n P4 n H CD ., H 0 O r-, 0 0 0 0 O O O N O O C) N O O 0 0 O O O O N C3 N N N" O O N N N N N C4 (N LV fV TV 0 N N N N cq N 4 w r_ -1 - L_D O V \\ CO 00 N N LD l_D in N In 1) vl � l C' 00 co -- _ -- -- � I- o -- � a -- -- � - - M Iq 00 m 0) N N 00 m M LD LD La 14 LQ LD t� H La LD LD LIT 00 00 ' l .--I -1 ry as 00 Lr! ri rq 00 * ce (D M 0 m M "i IR 00 en rl r14 I Lq r4 -11 r-, Ln, CD 00 r- oi Ln oo rfb co i illp ifl- iA I,,)- E E E 0 0 w E2 G7 12 .E E E 15 CL OL CL o a o > > > E Z -6 Z 2 Pb ri 0 N oil w m . . . C4 ARDREWS ll z. '" September 21, 2017 La Porte Redevelopment Authority c/o Susan Hill Hawes Hill & Associates, LLP P.O. Box 22167 Houston, TX 77227-2167 RE: ADDITIONAL SERVICES Date Services Name 08/23/17 Prepare for and attend Board of Directors E.B. MORSE meeting; review 7nterlocal Agreement with La Porte ISD relative to change in school funding laws; discussion with David Hawes regarding same. Total Services Andrews Kurth Kenyon I.LP 600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com Taxpayer I.D. #74-1027138 As of August 31, 2017 Invoice No. 10766116 07873 0023774 / 0153271 Hours 4.50 4.50 $ 2,677.50 Payment due upon receipt To assist in complying with regulations under IRS §274, additional documentation for overtime meals and travel meals is available upon request. For Questions or Comments Regarding this Bill, Please Contact the Accounting Department at (713) 220.4606. HOU:3830105.1 Page 2 VIM ADDITIONAL SERVICES SUMMARY OF FEES Number Name 11227 MORSE, E.B. Hours As of August 31, 2017 Invoice No. 10766116 07873 0023774 / 0153271 Value 4.50 2,677.50 4.50 $2,677.50 HOU:3830105.I Payment due upon receipt To assist in complying with regulations under IRS §274, additional documentation for overtime meals and travel meals is available upon request. For Questions or Comments Regarding this Bill, Please Contact the Accounting Department at (713) 220-4606. ANDREWS U RT Andrews Kurth Kenyon LLP 600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com Texpayerf.D.#74-1027138 September 21, 2017 PLEASE RETURN THIS COPY WITH YOUR PAYMENT City of LaPorte, TX John Joems Assistant City Manager 604 West Fairmont Pkwy Houston, TX 77571 RE: ADDITIONAL SERVICES As of August 31, 2017 Invoice No. 10766116 07873 0023774 / 0153271 g UIt1_ : ► / Total Services Total Disbursements Total Current Services and Disbursements Due This Bill SUMMARY OF ACCOUNTS.RECEIVABLE Invoice Invoice Total Date Number Balance Due 08/17/16 10716776 9,502.50 09/16/16 10719298 1,837.50 09/21/17 10766116 2,677.50 Total balance outstanding for this matter as of September 21, 2017 $ 14,017.50 PLEASE RETURN THIS COPY WITH YOUR PAYMENT Payment due upon receipt Please Reference Invoice Number & ClientlMatter Number on Your Payment $ 2,677.50 0.00 $ 2,677.50 Mail payments by check to: Wire Transfer Information: ACH Information: ANDREWS KURTH KENYON LLP JPMorgan Chase, 712 Main Street, Houston, TX 77002 JPMorgan Chase P.O. Box 301276 ABA: 021000021 ABA: 111000614 Dallas, TX 76303-1276 Acct #: 00100184952 Acct #: 00100184952 Swift Code: CHASUS33 AccountsReceivable@akilp.com HQU:3830105.1 For Questions or Comments Regarding this Invoice, Please Contact the Accounting Department at V13) 220-4606. McCALL GIBSON S%TDLUAID BARFOOTPLLC Certified Public Accountants 13100 Wortham Center Drive Suite 235 9600 Great Hills Trail Houston, Texas 77065 5610 Suite 15OW (713) 462-0341 Austin, Texas 78759 Fax (713) 462-2708 (512) 610-2209 E-Mail. tnasb@nritsbvllc.cont uww.nWbnIle.com September 5, 2017 La Porte Redevelopment Authority c/o Ms. Susan Hill Hawes Hill Calderon, LLP 9610 Long Point Road, Suite 150 Houston, Texas 77055 CIient Number — 537-00 Preparation of supplemental letter dated August 23, 2017, to the Agreed -Upon Procedures Report dated August 24, 2016, for Construction, Engineering, and Related Costs Reimbursable to Beazer Homes Texas LP (Beazer). The work performed included updating interest on all prior amounts outstanding to Beazer and calculating amount now due to Beazer related to Bayside Crossing. Total Due 2 250.00 Memberof American Instihite of Certified Public Accountants Texas Sociehj of Certified Public Accountants P.Q. Box 22167 Houston TX 77227-2167 STATEMENT DATE TIRZ-La Porte # I/La Porte Redevelopment Authority 10/31/2017 604 W. Fairmont Pkwy. LaPorte, TX 77571 AMOUNT REMITTED Page 1 DATE INVOICE NO. DESCRIPTION ­—]-- CHARGES PAYMENTS BALANCE 9/13/20I7 43015770 Invoice#43015770 $2,148.02 $2,I48.02 * Professional consulting and administration fee, August 2017 $2,000.00 * In-house postage, photocopies, binding, etc., August 2017 $105.22 * Reimbursable mileage, parking, tolls, related expenses: L. Clayton, August 2017 $42.80 10/11/2017 43015251 Invoice#43015251 $2,134,17 $2,134.17 * ProfessionaI consulting and administration fee, September 2017 $2,000.00 * Printing, checks for operating account $92.05 * Reimbursable mileage, parking, tolls, related expenses: D. Hawes, August 2017 $42.12 10/3I/2017 430I5258 Invoice #43015258 $2,000.00 $2,000.00 * Professional consulting and administration fee, October 2017 $2,000.00 10/31/20I7 Finance Charge $0.00 $0.00 CURRENT 30 DAYS 90 DAYS 90+ DAYS AMOUNT DUE $2,000.00 $2, I 34.17 $2,148.02 $0.00 $6,282.19 HAWES H ILL & ASSOCIATES 0-"ZO LLP :6a$ Bill To; TIR7--La Porte ## 1/La Porte Redevelopment Authority 604 W. Fairmont Pkwy. La Porte, TX 77571 Terms: C.Q.D. Owed As Of: 9/13/2017 9113/2017 Invoice M 43015770 Total Amount: $2,148.02 Hawes Hill & Associates LLP, PO Box 22167, Houston TX 77227-2167 713-595-1200 EIN 76-0565638 LA PORTE RDA/TIRZ #1 In-house Postage, Photocopies, Binding, etc. Postage Date Amount 8/24/2017 $ 0.92 Total $ 0.92 Photocopies @ $0.15 Date Pages Amount 8/22/2017 602 $ 90.30 Total $ 90.30 Color Photocopies @ $0.50 $ - Total $ Binding sets @ $1.00 Date Sets Amount 8/22/2017 14 $ 14.00 Total $ 14.00 Total, all Items Postage $ 0.92 Photocopies $ 90.30 Color Photocopies $ - Binding sets $ 14.00 $ 105.22 )) 0 2 �0 /\/ /d )� — 2 k \ 2 f2 a %R � � # &- 2C-4 _ al� LU— | ) K � k k $ c ■ � § f o a % E ) 2 � 0 k � ! | c IL | f in � � • 2 � _ 0 k U- k J , k 0 JMƒ § 2 I 4 HAWEs H ILL & Assoc IATES LLP a �� ae Q4 tl Bill To: TIRZ-La Porte # 11La Porte Redevelopment Authority 604 W. Fairmont Pkwy. La Porte, TX 77571 Terms: C.Q.D. Owed As Of: 1011112017 10/1112017 Invoice M 43015251 Total Amount: $2,134.17 Hawes Hill & Associates LLP, PO Box 22167, Houston TX 77227-2167 713-595-1200 EIN 76-0565638 L vy/uJ/i! t-UHMSWIFT.COM/CHARIGE 04/20/i7 LEGAL DOCUME Olfi£C7 C}fECI{S �NLfMi(��'', SAN FRANC1sCO CA a�39.95 CHECK ORDER . 806- 44-2843 _ co $02.05 09/02/17 PUBLIC STORAGE 24632 000024632 8005670759 HOUSTON T}, -- Amount 09/03/17 Al7O8E*CREATIL/ECLOUDAdobe Systems $66.00 800-833-6687 SAN JOS E CA EFees $54.11 09/21/17 LESLEYS HELL��—' ^�— -- ?'ntal ANNUAL t�tEMBERSHIP FEE �tn�:rng Fees fdr this Period `----•- � � 7soo $7 78.flE? ---.-_..�-�•,__�' Continued on reverse ar qu cr- -.7 C) C) LU.47 0 0 < > cc L Qj C3 00 rn I. t:Lo (U (U E ol '0 m 4 Q�, HAWES H ILL & ASSOCIATES 6� LLP `oi 10131/2017 Invoice M 430/5258 Bill To: TIRZ-La Porte ## 1/La Porte Redevelopment Authority 604 W. Fairmont Pkwy. La Porte, TX 77571 Terms: C.Q.D. Total Amount: $2,000.00 Owed As Of: 10/31/2017 Hawes Hill & Associates LLP, PO Box 22167, Houston TX 77227-2167 713-595-1200 EIN 76-0565638 LA PORTE REDEVELOPMENT AuTHoRITY, CITY OF LA PORTE, TEw AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 9. Receive updates from the City, developers, and staff regarding development within the Zone. LA PORTE REDEvELOPmENT AuTRORrry c/o Hawes Hill & Associates 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, TExAs AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 10. Board Member comments: a. Matters appearing on the agenda b. In. of Staffregarding specific factual information or existing policy LA PORTE REDEVELOPMFNT AUTIJORITY c/o Hawes Hill & Associates LLP P.O. Box 22167 Houston TX 772272167 713-595-1200 or FAX 281 -898-6314