HomeMy WebLinkAbout05-22-19 LPRDA/TIRZAgendas and Agenda Materials
Meetings of the Boards of Directors
La Porte
Redevelopment Authority
La Porte Tax Increment
Reinvestment Zone
May 22, 2019
NOTICE OF JOINT MEETING OF LA PORTE REDEVELOPMENT AUTHORITY and LA
PORTE TAX INCREMENT REINVESTMENT ZONE
Notice is hereby given of the joint meeting of the La Porte Redevelopment Authority and La Porte Tax Increment
Reinvestment Zone to be held Wednesday, May 22, 2019, 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:
AGENDA
1. Call to Order,
2. Approve minutes of the joint La Porte Redevelopment Authority and La Porte Tax Increment Reinvestment
Zone meeting held on November 7, 2018.
3. Consider Development Agreement by and between Reinvestment Zone Number One, City of La Porte, Texas
and La Porte Redevelopment Authority and Hawthorne at La Porte LLC.
4. Discuss and consider actions in support of street reconstructions within the Zone.
5. Consider approval or other action regarding authority invoices.
6. Receive updates from the city, developers and staff about development within the Zone.
7. Board member comments.
a. Matters appearing on agenda
b. Inquiry of staff regarding specific factual information or existing policy
8. Adjournment.
In compliance with the American Disabilities Act, the City of La Porte City will provide for reasonable accommodations for persons
attending public meetings. To better serve attendees, requests should be received 24 hours prior to the meetings. Please contact Patrice
Fogarty, City secretary, at 281-470-5019 or TDD 28147.1-5030.
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.
CITY OF LAPORTE, TEXAS
'�
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
2. Approve minutes of the joint La Porte Redevelopment Authority and La Porte Tax Increment
Reinvestment Zone meeting held on November 7, 2018.
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
MINUTES OF THE JOINT MEETING OF THE
LA PORTE REDEVELOPMENT AUTHORITY and
LA PORTE TAX INCREMENT REINVESTMENT ZONE
BOARD OF DIRECTORS
November 7, 2018
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,
November 7, 2018, 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 Director Meza, thus constituting a quorum.
Also present were David Hawes and Linda Clayton, both of Hawes Hill & Associates, LLP; Mark B.
Arnold, Hunton Andrews Kurth, LLP; Jason Weeks, City of La Porte; Virginia Blake, McCall Gibson
Swedlund Barfoot PLLC.; and Patrick Duggan, Jabez-La Porte, LP. Chairman Martin called the meeting
to order at 6:31 p.m.
APPROVE MINUTES OF THE JOINT LA PORTE REDEVELOPMENT AUTHORITY AND LA PORTE
TAX INCREMENT REINVESTMENT ZONE MEETING HELD ON JULY 11, 2018.
Upon a motion duly made by Director Porter, and being seconded by Director Pool, the Board voted
unanimously to approve the Minutes of the July 11, 2018, Joint La Porte Redevelopment Authority
and La Porte Tax Increment Reinvestment Zone board meeting, as presented.
RECEIVE AND APPROVE FY2018 ANNUAL FINANCIAL REPORT AND AUDIT FROM MCCALL
GIBSON SWEDLUND BARFOOT PLLC.
Ms. Blake presented the FY2018 Annual Financial Report and Audit, included in the Board materials.
She reviewed the Independent Auditor's Report and reported an unmodified/clean opinion. She
went over pages 3-4, Management's Discussion and Analysis; page 8, Statement of Net Position and
Governmental Funds Balance Sheet; page 9, Reconciliation of the Governmental Funds Balance Sheet
to Statement of Net Position; page 10, Statement of Activities and Governmental Funds Statement of
Revenues, Expenditures and Changes in Fund Balances; page 11, Reconciliation of the Governmental
Funds Statement of Revenues, Expenditures and Changes in Fund Balances to the Statement of
Activities; pages 12-21, Notes to the Financial Statements; and page 23, Schedule of Revenues,
Expenditures and Changes in Fund Balance Budget and Actual General Fund. Upon a motion duly
made by Director Pool, and being seconded by Director Janda, the Board voted unanimously to
approve the FY2018 Annual Financial Report and Audit, as presented.
CONSIDER DEVELOPMENT AGREEMENT BY AND BETWEEN REINVESTMENT ZONE NUMBER
ONE, CITY OF LA PORTE, TEXAS AND LA PORTE REDEVELOPMENT AUTHORITY AND JABEZ-LA
PORTE, I.P.
Mr. Hawes distributed an analysis and overview of the residential development, a copy is attached as
Exhibit A. He reported the development is approximately 20 acres comprising of 80 lots with an
average home value of $250,000. He reported the development is expected to be built out by 2021.
Mr. Arnold reviewed the costs and estimated reimbursements. After full review and discussion by
the Board, and upon a motion duly made by Director Leopard, and being seconded by Director
Beasley, the Board voted unanimously to approve the Development Agreement with Jabez-La Porte,
LP.
CONSIDER TAX YEAR 2017 DEVELOPER DISBURSEMENTS; AND CONSIDER APPROVAL OR
OTHER ACTION REGARDING AUTHORITY INVOICES, INCLUDING CONTRACTUAL OBLIGATIONS
TO REIMBURSE LA PORTE ISD.
Mr. Hawes reviewed the spreadsheet for developer reimbursements, included in the Board materials.
Upon a motion duly made by Director Porter, and being seconded by Director Beasley, the Board
voted unanimously to approve developer disbursements to (1) Retreat at Bay Forest in the amount
of $29,662.30; (2) Beazer Homes in the amount of $118,814.44; and (3) Liberty Property Limited
Partnership in the amount of $1,957,711.28; and approved reimbursement payment to La Porte ISD
in the amount of $454,521.00.
RECEIVE AND CONSIDER FY2019 BUDGET.
Mr. Hawes reviewed the proposed FY2019 Budget, included in the Board materials. After full review
and discussion, and upon a motion duly made by Director Beasley, and being seconded by Director
Janda, the Board voted unanimously to approve the FY2019 Budget, as presented.
CONSIDER APPROVAL OR OTHER ACTION REGARDING AUTHORITY INVOICES.
Mr. Hawes presented the Bookkeeper's Report and went over invoices, included in the Board
materials. Upon a motion duly made by Director Antone, and being seconded by Director Porter, the
Board voted unanimously to accept the Bookkeeper's Report and approved payment of invoices, as
presented.
RECEIVE UPDATES FROM THE CITY, DEVELOPERS AND STAFF ABOUT DEVELOPMENT WITHIN
THE ZONE.
BOARD MEMBER COMMENTS.
a. Matters appearing on agenda
b. Inquiry of staff regarding specific factual information or existing policy.
There were no further discussions.
ADJOURNMENT.
There being no further business to come before the Board, Chairman Martin adjourned the meeting
at 6:56 p.m.
Secretary
List of Exhibits:,
A. Analysis of Jabez-La Porte, LP development
LA PORTE REDF-VELOPMENT AUTHORITY,
CITY OF LA FORTE. TEXAS
AGENDA MEMORANDUM
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
3. Consider Development Agreement by and between Reinvestment Zone Number One, City of La
Porte, Texas and La Porte Redevelopment Authority invoinces,
c/o Hawes Hill & Associates LLP
P.O. Box 22167
Houston TX 77227-2167
713-595-1200 or FAX 281-888-6314
Hawthorne at Bay Forest
DEVELOPMENT AGREEMENT
among
REINVESTMENT ZONE NUMBER ONE,
CITY OF LA PORTE, TEXAS,
and
LA PORTE REDEVELOPMENT AUTHORITY
and
HAWTHORNE AT LA PORTE, LLC
HW US:74002297.3
DEVELOPMENT AGREEMENT
This Development Agreement ("Agreement"), is entered into and effective as of
___ 5 2019, 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 "C"), acting by and through its Board of Directors (the "Zone Board"), LA
PORTE REDEVELOPMENT AUTHORITY (the "Authority"), a local government corporation
created by the City, acting by and through its Board of Directors (the "Authoril Board") and
HAWTHORNE AT LA PORTE, LLC, a Delaware limited liability company (the "Developer").
1-901a1T:\_W
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 Plan and
Reinvestment Zone Financing Plan by Ordinance No. 99-2352, which has been amended from
time to time (as amended, the "Pro eq ct 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-P rt
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
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WHEREAS, the Developer desires to proceed with a multi -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:
AGREEMENT
ARTICLE 1
GENERAL TERMS
1.1 Definitions. The terms Agreement, "Authority," "Authority Board," City,
"Developer," "Project," "Project Plan," "TIRZ Act," "Tri-Party Agreement," "Zone" and "Zone
Board" have the above meanings, and the following terms have the following meanings:
"Authority Bonds" shall mean the Authority's tax increment revenue bonds issued in one
or more series pursuant to Section 6.1 H of this Agreement.
"Available Tax Increment" shall mean funds in the Tax Increment Revenue Fund.
"Completion" shall mean completion of construction of the Public Improvements in
accordance with the Plans and Specifications so that the Project can be used and maintained for
its intended purposes. Completion shall be approved by the City and certified by the engineering
firm engaged by Developer to make such certification.
"Contract Progress Payment" shall mean the payment due to a contractor or consultant
hired by Developer to complete the Public Improvements. A contract progress payment must be
supported not only by a report of a certified public accountant as required in Section 6.1(B , but
also by customary documentation including, but not limited to, the name and address of the
contractor, a description of the contract pursuant to which the payment is requested, the amount
of such payment, the original contract amount, total payments made to date on such contract, an
estimate of remaining work to be completed, the cost of such work, and customary lien and
subcontractor releases.
"County" shall mean Harris County, Texas.
"Developer Advances" shall mean any funds advanced for Project Costs by the
Developer pursuant to Section 6.1 of this Agreement and shall include any interest payable
thereon as prescribed in this Agreement.
"HCAD" shall mean the Harris County Appraisal District.
"Parry" shall mean, individually, the Zone, the Authority or the Developer.
"Parties" shall mean, collectively, the Zone, the Authority and the Developer.
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"Plans and Specifications"' shall mean the designis, plans wind specifications Ibr the Public
Itulprovernents Prepared or to be prepared by, engineering and landscape architect finns at the
(Hrectiam of.Developer in aLcordarwe with the Project, Plan and as approved by the City in.
accordance with Section 42.
"Pledged Available Tax Increirient." shall mean the Available,, Tax Incren-Lent aftnibutable
to t1te Pro* �ectl Site,
Property Account" means an account within. the Tax. Increment Revenue Fund for
deposit of.pledged Available'rax][ncrement, the proceeds (.,)f Authorized Bonds issued to finance
J?ublic traprovemerants pursuant to this Agreement, and other obligations issued pursuant to
A .11 '11 .6, and earnings froni tlu.,, invit stment ofstu, h amounts.
"Project Costs" shall mean the cost of the Public lrrnprovcrnenh%.
"Project Site" shall mean that certain tract of land located at 1831 N Hwy 1.4-6., LaPorte,
Harris County, "I"exas being aPIM-rc:)ximately 20 acres as idepicted on Extidbit A, and all
improventents located thereon, which such tract sluill be the location where the Project w.i.11.1 be
developed.
"Public in-liprovernents"' shall have the meaning provided in Article 3 of this.A.I; reement.
"State" sball mean the State orrexas.,
"I'ax [ricrement" shall have the meaning given such term. in the'l.'ri-.1113arty Agreement.
-rax Ii.,icrement Revenue Fund" shall mean the,, special, fund. established by the Autho nity
and.fiaided with payrnents made by the City arid. any other participating Taxing Units, pursuarit
to the r:ri ?arty Agreement.
"Taxing Unit" shallmean individually and. collectively, the City, La .1113orte Independent
School. Distnet, and any other taxing units participating in. the Zone.,
1-2 Ular . . . . and .......... Plural. Words used he.rein in the singular, where the Context so
. ...... . . ...... peffnits, also in the plural and vice versa. The definitions of words in the singular herein
also ap ,ply to such words when used in the plural wtoe the context so permitsand vice versa.
ARTICLE 2
.11[tF,.I.:"".RF,S.ENT,'.A,'`IONS
101g�ent.afio.nu. s. of the Authh. t [- 'I"he Authority hereby, represents to the
Developer t1lat:
(A) The Authonty is duly atitho:6zed, created wid existing :in. good standing
under the laws of the State and is duly qualified and authorized to carry on. the
governry-ii.ental ffinctions and operations as contemplated by this .Agreenient,
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(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
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
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HW US:74002297.3
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
parry 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.
ARTICLE 3
THE PUBLIC IMPROVEMENTS
3.1 Public Im1 movements. 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 Proj„ect 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
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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 fiunished, 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 Desi _of the 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 owing to
contractors and subcontractors have been paid in full evidenced by customary affidavits executed
by such contractors.
4.4 Converancev o f 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 Pament 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.
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4.6 Coolaeration. 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 $2,019,908.37. 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
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
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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 Counvy, 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
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.
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(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.
(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
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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;
(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
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Property Account during the term of such Zone obligations, assuming that (a) the rates at
which property taxes are levied by all Taxing Units required to make deposits to the Tax
Increment Fund do not change from the rates at which they most recently levied property
taxes, (b) the assessed value of taxable property (net of exemptions) within the Project
Site does not change from the amount then most recently estimated or certified by
HCAD, (c) all amounts deposited (or required to be deposited) to the Property Account
bear interest at the City's investment rate until expended, (d) proceeds of such obligations
are deposited to and set aside in the Property Account as capitalized interest in the
amount requested by the Developer and approved by the City Manager of the City, and
(e) the Property Account is expended in each year to pay administrative expenses of the
Zone in an amount equal to the product of (i) the total amount of such expenses budgeted
in the Zone's most recent operating budget and (ii) a fraction, the numerator of which is
the current Tax Increment attributable to the Project Site and the denominator of which is
the current Tax Increment for the Zone.
(J) The Authority shall provide to Developer, upon the written request of
Developer, and on the earliest date such information is available after the date of such
request, certified copies of all statements of revenue attributable to the Project Site and
the source of such revenue of the Zone and of the Authority the intended use of which is
to verify the availability of funds for payment of the Project Costs or Developer
Advances, if applicable, pursuant to this Section.
ARTICLE 7
INSURANCE; RELEASE
7.1 Insurance. With no intent to limit any contractor's liability or obligation for
indemnification, the Developer shall require that each contractor providing work or service on
the Public Improvements provide and maintain certain insurance in full force and effect at all
times during the construction of the Public Improvements and shall require that the City, the
Authority, and the Zone are named as additional insured's under such contractor's insurance
policies.
The insurance, at a minimum, must include the following coverage's and limits of
liability:
Coverage
Worker's Compensation
Employer's Liability
Limit of Liability
Statutory
Bodily Injury by Accident
accident) Bodily injury by
(policy limit) Bodily injury by
(each employee)
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$100,000 (each
Disease $500,000
Disease $100,000
Coverage
Comprehensive General Liability:
Including Broad Form Coverage,
Contractual Liability, Bodily and Personal
Injury, and Completed Operations (for a
period of one year after completion of
work)
Limit of Liability
Bodily Injury and Property Damage, Combined
Limits of $500,000 each Occurrence and
$1,000,000 Aggregate
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 (5t) anniversary date
of this Agreement and each fifth (5th) 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 2019 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
authorityto transact .............
sact 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 Best's Key Rating Guide, Property Casualty United States.
(C) Insured Parties. Each policy, except those for Workers' Compensation,
Employer's Liability,.........
and Professional Liability, must name the Authority, its officers,
agents and employees as additional insured parties on the original policy and all renewals
or replacements.
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(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 parry 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) 54brqgaton. 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 furnish the Authority with certificates of insurance maintained by
Developer in accordance with this Section. If requested in writing by the Authority,
Developer shall furnish the City with certified copies of Developer's actual insurance
policies. If Developer does not comply with the requirements of this Section, the
Authority, at its sole discretion, may (1) suspend performance by the Authority hereunder
and begin procedures to terminate this Agreement for default or (2) purchase the required
insurance with Authority or Zone funds and deduct the cost of the premiums from
amounts due to Developer under this Agreement. The Authority shall never waive or be
estopped to assert its right to terminate this Agreement because of its acts or omissions
regarding its review of insurance documents.
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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 72 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 parry shall give written notice to the
other parry within 30-days. The notice must include a description of the indemnification event in
reasonable detail, the basis on which indemnification may be due, and the anticipated amount of
the indemnified loss. This notice shall not estop or prevent an Indemnified Person from later
asserting a different basis for indemnification or a different amount of indemnified loss than that
indicated in the initial notice. If an Indemnified Person does not provide this notice within the
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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.
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.
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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 Insl.)ections: 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 Ergrs ogees. No personnel supplied or used by the
Developer in the performance of this Agreement shall be deemed employees, agents or
contractors of the Authority, the Zone or the City for any purpose whatsoever. The Developer
shall be solely responsible for the compensation of all such personnel, for withholding of
income, social security and other payroll taxes and for the coverage of all worker's compensation
benefits. Under no circumstance shall the Authority, the Zone, or the City be deemed
responsible for compensation of the above.
9.3 Personal ....Labhv�r:....of...Pu
blic 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.
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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
Attention: Corby Alexander
Fax Number: 281-842-1259
AUTHORITY
La Porte Redevelopment Authority
c/o City of La Porte
604 West Fairmont Parkway
LaPorte, Texas 77571
Attention: Corby Alexander
Fax Number: 281-842-1259
DEVELOPER
HAWTHORNE AT LA PORTE, LLC
6517 Mapleridge
Houston, Texas 77081
CITY
City Manager
City of La Porte
604 West Fairmont Parkway
LaPorte, Texas 77571
Fax Number: 281-842-1259
with a copy to:
City Attorney
City of La Porte
604 West Fairmont Parkway
LaPorte, Texas 77571
Phone Number: 281-471-1886
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
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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 Assi ns. 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.
9.9 Venue. All parties hereby irrevocably agree that any legal proceeding arising out
of or in connection with this Agreement shall only be brought in the District Courts of Harris
County, Texas or in the United States District Court for the Southern District of Texas, in
Houston, Texas.
9.10 Severability. All parties agree that should any provision of this Agreement be
determined to be invalid or unenforceable, such determination shall not affect any other term of
this Agreement, which shall continue in full force and effect.
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HW US:74002297.3
9.11 No Third Pariv 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 final agreement between
the parties, unless later amended in writing and signed by the parties and may not be contradicted
by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are
no unwritten oral agreements between the parties.
9.15 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement,
it shall not be construed for or against any party hereto on the basis that such party did or did not
author the same.
9.16 Non -Waiver. Failure of either 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 Mult jge..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 make satisfactory arrangements to provide for the payment of the obligations to the
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 Apjroval 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.
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9.20 Additional mmActions. 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed as of the day of , 2019.
[The remainder of this page is intentionally left blank.]
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LA PORTE REDEVELOPMENT AUTHORITY
By: a...._
Name:
Title:
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
.2019.
Notary Public in and for The State of Texas
(SEAL)
APPROVED BY:
City Manager, City of La Porte, Texas
S-1
HW US:74002297.3
REINVESTMENT ZONE NUMBER ONE,
CITY OF LA PORTE, TEXAS
By:..._
Name:
Title:
ATTEST:
By: _........................... a............ ......_....
...................................................�.�....
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
.2019.
Notary Public in and for The State of Texas
(SEAL)
S-2
HW US:74002297.3
HAWTHORNE AT LA PORTE, LLC,
a Delaware limited liability company
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
.2019.
Notary Public in and for The State of
(SEAL)
S-3
HW US:74002297.3
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EXHIBIT B
PROJECT COSTS
[See attached]
B-1
HW US:74002297.3
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EXHIBIT C
CERTIFICATE OF ADVANCE
This Certificate is issued under that certain Development Agreement (the "Development
Agreement"), by and among, the La Porte Redevelopment Authority (the "Authority"),
Reinvestment Zone Number One, City of La Porte, Texas, and Hawthorne at La Porte, LLC, a
Delaware limited liability company (the "Develoer"), dated , 2019. Capitalized
terms used in this Certificate shall have the meaning provided for in the Development
Agreement.
This Certificate evidences a Developer Advance under the Development Agreement in
the amount of $ for the [describe the project category and nature of work
completed].
Interest on the Developer Advance evidenced by this Certificate shall accrue at the rate
and for the period described in 6.1(B) of the Development Agreement and shall be payable in
accordance with the Development Agreement.
By Developer's execution of this Certificate, Developer represents that it has made the
expenditures and completed the work described in this Certificate. Copies of the relevant
invoices and other appropriate documentation are attached to this Certificate.
By the Authority's execution of this Certificate, the Authority indicates its approval of
the expenditures and work described in this Certificate and its approval of the matters set forth in
this Certificate and recognizes its obligation to repay such Developer Advance together with
interest pursuant to the Development Agreement.
C-1
HW US:74002297.3
AGREED TO this 11 day of �. .... m.._ � 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
I known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
_ 20 .
Notary Public in and for The State of Texas
(SEAL)
C-2
HW US:74002297.3
REINVESTMENT ZONE NUMBER ONE,
CITY OF LA PORTE
By:_
Name:
Title: Chair, Board of Directors
ATTEST:
By:
Name:
Title: Secretary, Board of Directors
THE STATE OF TEXAS §
COUNTY OF HARRIS §
BEFORE ME, the undersigned authority, on this day personally appeared
_,, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
.20 .
Notary Public in and for The State of Texas
(SEAL)
C-3
HW US:74002297.3
HAWTHORNE AT LA PORTE, LLC,
a Delaware limited liability company
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
�................��...w, 20_.
Notary Public in and for The State of Texas
(SEAL)
C-4
HW US:74002297.3
LA PORTE REDEVELOPMENT AUTHORn-Y,
CITY OF LA PORTE, TExAs
AGENDA MEMORANDUM
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
SUBJECT- Agenda Item Materials
4. Discuss and consider action in support of street reconstructions within the Zone.
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
LA Pow rE REDEVELOPMENT AUTHORITY,
CITY OF LA PORTE:, TEXAS
SUBJECT: Agenda Item Materials
AGENDA MEMORANDUM
= m4
c/o Hawes Hill & Associates LLP
P.O. Box 22167
Houston TX 77227-2167
713-595-1200 or FAX 281-88"314
2019 REVENUE/EXPENSE SUMMARY - OPERATING ACCOUNT
Ending Fund Balance, March 31, 2019 $ 1,287,228.51
Revenues
Interest deposit, 4/30/2019 $ 56.43
$ 56.43
$ 56.43
$ 1,287,284.94
Expenses
Less: Checks paid $ -
Less: Wire xfr fees
$
-
Fund balance; Operefi�ng. Acrs�ri�nt es€6J�pnl 3Q, 219'�
n
_
..
, -
Checks submitted for payment
143 McCall Gibson Swedlund Barfoot PLLC
$
2,700,00
144 Hunton Andrews Kurth
$
4,316.00
145 City of La Porte
$
70,890.05
146 Hawes Hill & Associates, LLP
$
12,319.46
$
90,225.51
ryr 'ems _-.5"
Farad balancevpon ajRRjnD.vajo!,py,,.!pent
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McCALL GIBSON SWEDLIIND BARFOOT PLLC
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 2709
(512) 610-2209
E-Mad: mgsb@mgsbpllc.com
www.mytpllc.com
December 5, 2018
La Porte Redevelopment Authority
c/o Ms. Susan Hill
Hawes Hill & Associates LLP
9610 Long Point Road, Suite 150
Houston, Texas 77055
Client Number— 537-00
Audit of La Porte Redevelopment Authority as of and for the year
ended September 30, 2018, including discussing the audit with the
Board of Directors and testing for compliance with the Public Funds
Investment Act.
Annual Audit Fee $ 8,500.00
Postage, delivery and report production 200.00
Less Interim Billing 6,,„000.00
Balance Due ., 2,700,00
We appreciate your business!
l44 SWA-.ld
Member of
American Institute of Certified Public Accountants
Texas Sociehj of Certftd Public Accountants
M
RECEI V eo
HUNTON ANDREWS KURTH LIP
HUNTJ N 7zv oUs VI, °
ANDREWS KURTH
City of LaPorte
ATTN: John Joems
604 West Fairmont Parkway
LaPorte, TX 77571-6215
CLIENT NAME: LAPORTE, TX, CITY OF
BILLING ATTORNEY: MARK B ARNOLD
1•54-0572289
7
FILE NUMBER: 011782.0153271
INVOICE NUMBER: 131747955
DATE: 12/3112018
Statement for professional services and charges rendered in connection with the referenced matter(s), for
the period ending November 30, 2018 per the attached itemization:
RE: (Hunton 9 011782.0153271) uADDITIONAL SERVICES
Current' Flies: y
'Current Charges:
'CURRENT INVOICE AMOUNT DUE:
PAYMENT TERMS: Due Upon Receipt
TO RECEIVE PROPER CREDIT, PLEASE ATTACH REMITTANCE COPY WITH PAYMENT.
FOR BILLING INQUIRIES, PLEASE CALL: 713-22D4606
To Pay By Mad: . - To Pay by Wire Trier or ACH:
HUNTON ANDREWS KURTH LLP Burk: SunTmd Bank, Richmond, VA
PO BOX 405759 .. Account Name: HuntDn Andrews Kurth LLP operating
ATLANTA, GA 30364-5759 Account Number: 001458094
ABA Transit: 061000104
Swift Code (IntemationaQ: SNTRUS3A
Information with Wke, File: 011782.0163271, Inv.131747955, Date:12131120%
$ 4,316.00
0.00
$ 4,318.00
CITY OF LA PORTE INVOICE
604 WEST FAIRMONT PARKWAY
LA PORTE, TX 77571
281-470-5020
To: La Porte Redevelopment Authori
ATTN: DAVID HAWES
PO BOX 22167
HOUSTON, TX 77227
Date f Description
05/14/191 59. Admin Fee TIRZ - LPRA
Customer Number: C00001905
Invoice Number: AR003639
Invoice Date: 05/14/19
Due Date: 06/14/19
Total Due
PLEASE RETURN THIS PORTION WITH YOUR PAYMENT
Please make checks payable to:
CITY OF LA PORTE
604 WEST FAIRMONT PARKWAY
LA PORTE, TX 77571
281-470-5020
Amount
Customer Number:
C00001905
Invoice Number:
AR003639
Invoice Date:
05/14/19
Total Amount Due $
70, 890.05
Total Payment $
70,890.05
70,890.05
City of La Porte
Administrative Fee Calculation
2019
City Collections
Transfer to La Porte Redevelopment Authority 5.14.2019
5 % administrative fee due to the City for city collections
Total to be Billed to La Porte Redevelopment Authority
1,417,801.07
$70,890.05
$70,890.05
La Porte Redevelopment Authority
HAWES H ILL & ASSOCIATES
LL
STATEMENT
DATE
5/20/2019
AMOUNT REMITTED
Page 1
DATE INVOICE NO. DESCRIPTION CHARGES PAYMENTS
12/5/2018 43015882 Invoice #43015882 Due: 12/5/2018 $2,251.05
* Sale; La Porte Redevelopment
Authority
* Professional consulting fee, November
2018 $2,000.00
* In-house postage, photocopies,
binding, etc., November 2018 $207.45
* Reimbursable mileage, tolls, parldng,
related expenses: L. Clayton, November
2018 $43.60
1/8/2019 43015902 Invoice #43015902 Due: 1/8/2019 $2,000.00
* Sale; LaPorte Redevelopment
Authority
* Professional consulting fee, December
2018 $2,000.00
2/5/2019 43015927 invoice #43015927 Due: 2/5/2019 $2,000.00
* Sale; La Porte Redevelopment
Authority
* Professional consulting and
administration fee, January 2019
$2,000.00
3/11/2019 43015957 Invoice #43015957 Due: 3/11/2019 $2,018.91
* Sale; La Porte Redevelopment
Authority
* Professional consulting and
administration fee, February 2019
$2,000.00
* GIS/mapping, P Horton, February 2019
$18.91
4/4/2019 43015982 Invoice #43015982 Due: 4/4/2019 $2,049.50
* Sale; La Porte Redevelopment
Authority
* Professional consulting and
Please remit 2d,P VA S t As7 &&&0, d0P, P.O.x 221 7., Houston T 7 7-2 7
$49.50
BALANCE
$2,251.05
$2,000.00
$2,000.00
$2,018.91
$2,049.50
5/2/2019 43016000 Invoice #43016000 Due: 5/2/2019 $2,000.00 $2,000.00
* Sale; La Porte Redevelopment
Authority
CURRENT 30 DAYS 90 DAYS 90+ DAYS AMOUNT DUE
HAWEs HILL & ASSOCIATES 4 F,
LLP.. 0
La Porte Redevelopment Authority
Page 2
DATE 11SWOICE, NO. DESCRIPTION
CHARGES PAYMENTS
Professional consulting and
administration fee, April 2019 $2,000.00
BALANCE
5/20/2019 Finance Charge $0.00 $0.00
CURRENT 30 DAYS 90 DAYS 90+ DAYS AMOUNT DUE
$0.00 $2,000.00 $4,068.41 $6,251.05 $12,319.46
" s'� -
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LLP s��$
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La Porte Redevelopment Authority
DESCRIPTION
Professional consulting and administration fee, April 2019
5/2/2019
Invoice M 43016000
Balance Due: $2,000.00
Amount
$2,000.00
Terms: G.A�D; Total $2,000.00
Hawes Hill & Associates, LLP, P.O. Box 22167, Houston TX 77227-2167
713-595-1200 FEIN 76-0565638
�h
HAWES HILL & AssocIATES
LLP ,E tow
•°e
Bill To:
La Porte Redevelopment Authority
Professional consulting and administration fee, March 2019
GIS/mapping, P. Horton, March 2019
Terms:
4/4/2019
Invoice #: 43015982
Balance Due: $2,049.50
Amount
$2,000.00
$49.50
Total $2,049.50
Hawes Hill & Associates, LLP, P.O. Box 22167, Houston TX 77227-2167
713-595-1200 FEIN 76-0565638
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3/11 /2019
Invoice M 43015957
Balance Due: $2,0 . 1
Y r t
flE�CIt1PTIflN
Amount � ..
Professional consulting and administration fee, February 2019 $2,000.00
GIS/mapping, P Horton, February 2019 $18.91
Terms: G.O.D.- Total $2,018.91
Hawes Hill & Associates, LLP, P.O. Box 22167, Houston TX 77227-2167
713-595-1200 FEIN 76-0565638
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Bill To:
La Porte Redevelopment Authority
DESCRIPTION
Professional consulting and administration fee, January 2019
Terms:,OD.
2/5/2019
Invoice #: 43015927
Balance Due: $2,000.00
Amount
$2,000.00
Total $2,000.00
Hawes Hill & Associates, LLP, P.O. Box 22167, Houston TX 77227-2167
713-595-1200 FEIN 76-0665638
HAWES HILL & ASSOCIATES `-
LLP , VW,
Bill .o.
Bill To:
La Porte Redevelopment Authority
DESCRIPTION
Professional consulting fee, December 2018
Terms: C.O.D.
1 /8/2019
Invoice M 43015902
Balance Due: $2,000.00
Amount
$2,000.00
Total $2,000.00
Hawes Hill & Associates, LLP, P.O. Box 22167, Houston TX 77227-2167
713-595-1200 FEIN 76-0565638
��
HAWES HILL & AssocIATES# `
LLP �� V
Bill To:
La Porte Redevelopment Authority
12/5/2018
Invoice M 43015882
Balance Due: $2,251.05
DESCRIPTION
Professional consulting fee, November 2018
In-house postage, photocopies, binding, etc., November 2018
Reimbursable mileage, tolls, parking, related expenses: L. Clayton, November 2018
Terms:
Total
Hawes Hill & Associates, LLP, P.O. Box 22167, Houston TX 77227-2167
713-595-1200 FEIN 76-0565638
$2,000.00
$207.45
$43.60
$2,261.05
LA PORTE RDA/TIRZ #1
In-house Postage, Photocopies, Binding, etc.
Postage
Date Amount
11/8/2018 $ 2.35
Total $ 2.35
Photocopies @ $0.15
Date Pages Amount
11/5/2018 1274 $ 191.10
Total $ 191.10
Color Photocopies @ $0.50
Total $
Binding sets @ $1.00
Date Sets Amount
11/5/2018 14 $ 14.00
Total $ 14.00
Total, all Items
Postage $ 2.35
Photocopies $ 191.10
Color Photocopies $ -
Binding sets $ 14.00
$ 207.45
LA PORTS REDEVELOPMENT AuTHORITY,
CITY OF LA PORTE, TExAs
AGENDA MEMORANDUM
TO: La Porte Redevelopment Authority Board of Directors
I
DZeceive updates from the c* � "I I
LA PORTE REDEVELOPMENT AUTHORITY
clo Hawes Hill & Associates LLP
P.O. Box 22167
Houston TX 77227-2167
713-595-1200 or FAX 281-888-6314
"I"MINA)"
CITY OF LA PoRTF, TrxAs
1=1
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
a. Matters appearing on agenda
b. Inquiry of staff regarding specific factual information or existing policy
LA PoRTE REDEVELopruENT AuTuoRrry
clo Hawes Hill & Associates LLP
P.O. Box 22167
Houston TX 77227-2167
713-595-1200 or FAX 281-888-6314