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HomeMy WebLinkAbout4-28-2021 LPRDA/TIRZDirectorsAgendas and Agenda Materials Meetings of the Boards of i " i NOTICE OF JOINT MEETING OF LA PORTE REDEVELOPMENT AUTHORITY AND THE 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, April 28, 2021, at 6:30 p.m. via Zoom videoconference at: htt s://us02web.zoom.us/i/67633120196?pwd=YU5w liNitKckRmckdQVHFR; or via teleconference at: (346) 248-7799; Meeting ID: 876 3312 0196; Password: 513446; open to the public, to consider, discuss, and adopt such orders, resolutions or motions, and take direct actions as may be necessary, convenient, or desirable, with respect to the following matters: 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 30, 2020. 3. Consider proposal from McCall Gibson Swedlund Barfoot PLLC to prepare AUP for Hawthorne at LaPorte LLC. 4. Receive and consider Agreed -Upon Procedures Report for Hawthorne at LaPorte LLC. 5. Receive and consider Development Agreement with HMH La Porte Land, LLC. 6. Receive update from J Morales Inc. regarding M Street Project. 7. Consider approval or other action regarding authority invoices. 8. Receive updates from the city, developers, and staff about development within the Zone. 9. Board member comments. a. Matters appearing on agenda b. Inquiry of staff regarding specific factual information or existing policy 10. Adjournment. Asa result of the current COVID-19 virus epidemic emergency, the convening atone location of a quorum of the Board is difficult or impossible. Therefore, the Board will conduct this meeting by video/telephone conference call rather than by physical quorum pursuant to Texas Government Code Sec. 551.125 and guidance of the Governor of the State of Texas. Members of the public are entitled to participate and address the Board during the video/telephonic meeting. In all respects, this meeting will be open to the public and compliant with applicable law and guidance of the Governor of the State of Texas. An electronic copy of the agenda packet (which consists of the regular reports presented to the Board by its consultants) can be found at: https:,Lwww.dropbox.comLsl7/8n1a0t6fu7lnlgcZAACNwolT oNk QDnzMhhoWl0a?dl=0 A possible quorum of City Council members may be present at this meeting and participate in discussions but will take no action. David W. Hawes, Executive Director LA PORTE REDEVELOPMENT AUTHORITY, CITY OF LA PORTE, TEXAS AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 2. Approve minutes of the joint La Porte Redevelopment Authority and La Porte Tax Increment Reinvestment Zone meeting held on November 30, 2020. 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 30, 2020 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 Monday, November 30, 2020, at 6:30 p.m., via videoconference, and the roll was called of the duly appointed members of the Board, to -wit: Peggy Antone, Secretary Position 1 Mark Goodwin Position 6 Barry Beasley Position 2 vacant Position 7 Alton Porter Position 3 David Janda Position 8 Horace Leopard Position 4 Vacant Position 9 Doug Martin, Chairman Position 5 and all of the above were present, with the exception of Directors Beasley, Porter, and Leopard, thus constituting a quorum. Also present were David Hawes, Naina Magon, and Linda Clayton, all with Hawes Hill & Associates, LLP; Corby Alexander, Jason Weeks and Lorenzo Wingate, City of La Porte; Virginia Blake, McCall Gibson Swedlund Barfoot PLLC; and Javier Morales, J. Morales, Inc. Chairman Martin called the meeting to order at 6:41 p.m. APPROVE MINUTES OF THE JOINT LA PORTE REDEVELOPMENT AUTHORITY AND LA PORTE TAX INCREMENT REINVESTMENT ZONE MEETING HELD ON AUGUST 26, 2020. Upon a motion duly made by Director Janda, and being seconded by Director Goodwin, the Board voted unanimously to approve the Minutes of the August 26, 2020, Board meeting, as presented. APPROVE FY2020 ANNUAL FINANCIAL REPORT AND AUDIT FROM McCALL GIBSON SWEDLUND BARFOOT PLLC. Ms. Blake presented the FY2020 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 3-7, 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; pages 12-22, Notes to the Financial Statements; and page 24, Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual - General Fund. Upon a motion duly made by Director Janda, and being seconded by Director Goodwin, the Board voted unanimously to approve the FY2020 Annual Financial Report and Audit, as presented. RECEIVE UPDATE FROM J. MORALES INC. REGARDING M STREET PROJECT. Mr. Morales provided an update on the M Street project. He reported he anticipates 100% plan submittal to the City and County for review next week. He was requested to provide the City with an updated budget estimate for the project. No action from the Board was required. APPROVE DEVELOPER DISBURSEMENTS AND ISD REFUND FOR TAX YEAR 2019. Mr. Hawes reported we received an invoice from La Porte ISD for its refund in the amount $716,911.00. Ms. Magon provided an overview of the developer reimbursements and reported payments were made in August 2020 and the only developer due a disbursement for ISD payments was 65 La Porte in the amount of $93,364.83. Upon a motion duly made by Director Janda, and being seconded by Director Goodwin, the Board voted unanimously to approve the developer disbursement payable to 65 La Porte in the amount of $93,364.83 for ISD payments; and approved payment of the La Porte ISD refund in the amount of $716,911.00. RECEIVE AND CONSIDER AMENDED FY2020-2021 BUDGET. Ms. Magon reviewed the Amended FY2020-FY2021 Budget, included in the Board materials. She reported the revisions were made to reflect the ISD refund, ISD developer payment to 65 La Porte and fees for the Plan Amendment services. Upon a motion duly made by Director Goodwin, and being seconded by Director Antone, the Board voted unanimously to approve the amended FY2020- FY2021 Budget, as presented. RECEIVE AND CONSIDER SECOND AMENDED PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN. Mr. Hawes reported the Second Amended Project Plan and Reinvestment Zone Financing Plan includes a 5-year extension of the life of the TIRZ. Ms. Magon went over the updated project costs on page 4 which includes Sylvan Park improvements in case the TIRZ determines it wishes to participate. Mr. Hawes answered various questions and recommended under "Other Project Costs" the "Sylvan Beach Park Improvements" be renamed "Park and Recreation Improvements". After full discussion by the Board, and upon a motion duly made by Director Antone, and being seconded by Director Goodwin, the Board voted unanimously to approve the Second Amended Project Plan and Reinvestment Zone Financing Plan, as amended. CONSIDER APPROVAL OR OTHER ACTION REGARDING AUTHORITY INVOICES. Mr. Hawes presented the bookkeeper's report, disbursements and invoices presented for payment. Upon a motion duly made by Director Janda, and being seconded by Director Antone, the Board voted unanimously to accept the bookkeeper's report and approved payment of disbursements and invoices, as presented. RECEIVE UPDATES FROM THE CITY, DEVELOPERS, AND STAFF ABOUT DEVELOPMENT IN THE ZONE. Mr. Alexander provided an update on development in the zone. He reported staff has discussed with the developer regarding the Artesian development requesting a variance on the limitation of square 21 Page^ footage requirement. He reported City and staff is recommending no changes to the requirement No action from the Board was required. ADJOURN. There being no further business to come before the Board, Chairman Martin adjourned the meeting at 7:17 p.m. 31 Page^ 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 Consider proposal from McCall Gibson Swedlund Barfoot PLLC to prepare AUP for Hawthorne at LaPorte LLC. 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 13100Wortham Center Drive Suite 235 Houston, Texas 77065-5610 (713) 462-0341 Fax (713) 462-2708 April 28, 2021 La Porte Redevelopment Authority c/o David Hawes Hawes Hill & Associates, LLP 9610 Long Point Road, Suite 150 Houston, TX 77055 PO Box 29584 Austin, Texas 78755-5126 (512) 610-2209 7i yr w.in sbplle.eom E-Mail: m�sb@maasbplle.eam 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 Hawthorne at La Porte, LLC (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 Improvement Costs. This agreed -upon procedures engagement will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The appropriateness of the procedures is solely the responsibility of the City. Consequently, we will make no representation regarding the appropriateness 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 of Certified Public Accountants Texas Society of Certified Public Accountants La Porte Redevelopment Authority c/o David Hawes, Hawes Hill & Associates, LLP April 28, 2021 Page 2 B. We will review the computation of certain costs, looking for any amounts required to be paid 100% by the Developer, in accordance with the Development Agreement. Any costs required to be paid by the Developer will be deducted, C. We will foot the extensions of any engineering invoices pertaining to the reimbursement on a test basis and compare the contract amounts used in determining the fee for the design and construction phase portions of the invoice to the related construction contracts and to the engineering contract, when appropriate. D. For construction pay estimates, we will foot and test extensions of any individual items on a test basis on payments made on behalf of the Authority. E. For all payments, we will compare the payment dates to copies of cancelled checks. If cancelled checks are not available, alternate procedures will be designed to support dates and amounts of payments. F. We will prepare a schedule that computes interest in accordance with the terms of the Development Agreement. G. If possible, we will obtain verbal confirmation from construction contractors concerning whether or not the contract estimates to date have been paid in full and whether or not the contractor has any claims to be made against either the Authority or Developer on the project. H. 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, and will compare the amounts in the Zone Improvements with the actual reimbursable costs and estimated costs to complete the projects. I. 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 agreed - upon procedures do not constitute an examination or review, we will not express an opinion or conclusion on the aforementioned reimbursable costs. In addition, we have no obligation to perform any procedures beyond those listed above. La Porte Redevelopment Authority April 28, 2021 c/o David Hawes, Hawes Hill & Associates, LLP Page 3 We will issue a written report upon completion of our engagement that lists the procedures performed and our findings. Our report will be addressed to the Board of Directors of the Authority. If, for any reason, we are unable to complete any of the procedures, we will describe in our report any restrictions on the performance any restrictions on the performance of the procedures, or not issue a report and withdraw from this engagement. You understand that the report is intended for the information and use of the Board of Directors of the Authority and should not be used by anyone other than these specified parties. We are aware that the report is subject to distribution under provisions of the Texas Open Records Act. Our report will contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you. An agreed -upon procedures engagement is not designed to detect instances of fraud or noncompliance with laws or regulations; however, we will communicate to you any known and suspected fraud and noncompliance with laws or regulations affecting the aforementioned reimbursable costs that come to our attention. In addition, if, in connection with this engagement, matters come to our attention that contradict the aforementioned reimbursable costs, we will disclose those matters in our report. Chris Swedlund is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. We estimate that our fees for these services will range between $4,000 and $6,000. The fee estimate is based the assumption that unexpected circumstances will not be encountered during the engagement, and a portion of the fee for these procedures will be determined by the condition of the records submitted by the respective Developer or Developers to be reimbursed. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur additional costs. A final billing will be made when the final report is issued. Anti -Boycott and Anti -Terrorism Verification. By signing and entering into the Agreement, McCall Gibson Swedlund Barfoot PLLC verifies, pursuant to Chapter 2271 of the Government Code, it does not boycott Israel and will not boycott Israel during the term of the Agreement. McCall Gibson Swedlund Barfoot PLLC hereby represents and warrants that at the time of this Agreement neither McCall Gibson Swedlund Barfoot PLLC nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of McCall Gibson Swedlund Barfoot PLLC (i) engages in business with Iran, Sudan, or any foreign terrorist organization pursuant to the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code; or (ii) is a company listed by the Texas Comptroller pursuant to Sections 2252.153 of the Texas Government Code. The term "foreign terrorist organization" has the meaning assigned to such term pursuant to Section 2252.151 of the Texas Government Code. 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 David Hawes, Hawes Hill & Associates, LLP April 28, 2021 Page 4 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, McCall Gibson Swedlund Barfoot PLLC ACKNOWLEDGEMENT: Signature AUP Engagement Letter — Hawthorne at La Porte, LLC Title Date 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 4. Receive and consider Agreed -Upon Procedures Report for Hawthorne at LaPorte LLC. 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 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 Receive and consider Development Agreement with HMH La Porte Land, LLC. 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 DEVELOPMENT AGREEMENT among REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, and LA PORTE REDEVELOPMENT AUTHORITY and HMH LA PORTE LAND LLC 011782.0153271 EMF US 84032577v2 DEVELOPMENT AGREEMENT This Development Agreement ("Agreement"), is entered into and effective as of , 2021, 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 "City"), acting by and through its Board of Directors (the "Zone Board"), LA PORTE REDEVELOPMENT AUTHORITY (the "Authority"), a local government corporation created by the City, acting by and through its Board of Directors (the "Authority Board") and HMH LA PORTE LAND LLC (the "Developer'). RECITALS WHEREAS, by Ordinance No. 99-2325 (the "TIRZ Ordinance"), the City Council of the City created the Zone pursuant to Chapter 311, Texas Tax Code, as amended (the "TIRZ Act"); and WHEREAS, the Zone Board adopted a final Project Plan and Reinvestment Zone Financing Plan; and WHEREAS, the City Council 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 "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 011782.0153271 EMF US 84032577v2 WHEREAS, the Developer desires to proceed with a single-family residential and commercial 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. "Party" shall mean, individually, the Zone, the Authority or the Developer. "Parties" shall mean, collectively, the Zone, the Authority and the Developer. 2 011782.0153271 EMF US 84032577v2 "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 located along Wharton Weems Blvd. and Hwy 146 in LaPorte, Harris County, Texas being approximately 56.7 acres as depicted on 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. 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. 3 011782.0153271 EMF US 84032577v2 (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 4 011782.0153271 EMF US 84032577v2 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. The Developer will prepare and record covenant/deed restrictions for the Project Site requiring that (1) the square footage for each single-family home constructed thereon shall be no less than 1,432 square feet (as determined by HCAD); (2) upon build -out of the Project Site, at least 64% of the detached single-family homes will have at least 2,000 square feet (as determined by HCAD) and at least 64% of the attached single-family townhomes will have at least 1,600 square feet (as determined by HCAD); (3) each single-family home shall have a masonry exterior on 100% of the first -floor front elevation and on not less than 50% of each first -floor side elevation; and (4) all commercial buildings shall meet or exceed the design standards for Neighborhood Commercial (NC), Tier 1, as outlined in Chapter 106-92 8 -Architectural Design Guidelines. 5 011782.0153271 EMF US 84032577v2 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 owing to contractors and subcontractors have been paid in full evidenced by customary affidavits executed by such contractors. 6 011782.0153271 EMF US 84032577v2 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, less any sums paid to Developer by any public improvement district within which the Project is located now or in the future for Project Costs, subject to the conditions of and provided by Articles 3 and 4. The total, actual Project Costs of the Public Improvements is estimated to be $8,580,296.95. 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 7 011782.0153271 EMF US 84032577v2 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 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 thirty (30) days of the date the certified public accountant's report is received by the Authority Board, the 8 011782.0153271 EMF US 84032577v2 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. (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 011782.0153271 EMF US 84032577v2 (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 011782.0153271 EMF US 84032577v2 (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. Q) 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 011782.0153271 EMF US 84032577v2 Coverage Worker's Compensation Employer's Liability 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 Statutory Bodily Injury by Accident $100,000 (each accident) Bodily injury by Disease $500,000 (policy limit) Bodily injury by Disease $100,000 (each employee) 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 (5th) 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 2021 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 Best's Key Rating Guide, Property Casualty United States. 12 011782.0153271 EMF US 84032577v2 (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. Q) 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 13 011782.0153271 EMF US 84032577v2 insurance with Authority or Zone funds and deduct the cost of the premiums from amounts due to Developer under this Agreement. The Authority shall never waive or be estopped to assert its right to terminate this Agreement because of its acts or omissions regarding its review of insurance documents. 7.2 Indemnification and Release. DEVELOPER SHALL DEFEND, INDEMNIFY, AND HOLD THE AUTHORITY, THE CITY AND THE ZONE, THEIR AGENTS, EMPLOYEES, OFFICERS, AND LEGAL 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 011782.0153271 EMF US 84032577v2 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 ten (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 011782.0153271 EMF US 84032577v2 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 011782.0153271 EMF US 84032577v2 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 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 HMH La Porte Land LLC 1038 Texas Trail Grapevine, Texas 76051 Attention: B. Nelson Mitchell, Jr. Fax: 817-849-5105 CITY City Manager City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 Fax Number: 281-842-1259 17 011782.0153271 EMF US 84032577v2 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 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 011782.0153271 EMF US 84032577v2 9.9 Venue. All parties hereby irrevocably agree that any legal proceeding arising out of or in connection with this Agreement shall only be brought in the District Courts of Harris County, Texas or in the United States District Court for the Southern District of Texas, in Houston, Texas. 9.10 Severability. All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 9.11 No Third 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 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 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 make satisfactory arrangements to provide for the payment of the obligations to the 19 011782.0153271 EMF US 84032577v2 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. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day of 2021. [The remainder of this page is intentionally left blank.] 20 011782.0153271 EMF US 84032577v2 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 , 2021. Notary Public in and for The State of Texas (SEAL) APPROVED BY: City Manager, City of LaPorte, Texas S-1 011782.0153271 EMF US 84032577v2 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 , 2021. Notary Public in and for The State of Texas (SEAL) S-2 011782.0153271 EMF US 84032577v2 HMH LA PORTE LAND 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 , 2021. Notary Public in and for The State of (SEAL) S-3 011782.0153271 EMF US 84032577v2 I UJ z 0 lei EXHIBIT B PROJECT COSTS [See attached] B-1 011782.0153271 EMF US 84032577v2 18 OUR - - - - - - - - - - - - ri0[ m-0- 11,Pl�' T� T 1 Oil !, 1� i 1, 1 1 11 Worms MAR Sol WoN.M.W ............. SPAIN -------------- If I ul; �w A '46 0 $ 0 Vv V� W ok�o o� 0 W o 0 0 0 ARC NPMW 0 o 0 tIx" , ILV "o lot il�ll!,�,,��b�l,�)45��ZZ1615libillu WWWWWA A Il is s i1 P I 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 HMH La Porte Land LLC (the "Developer"), dated , 2021. 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 011782.0153271 EMF US 84032577v2 AGREED TO this day of , 20 LA PORTE REDEVELOPMENT AUTHORITY By:_ Name: Title: ATTEST: By:_ Name: Title: Secretary, Board of Directors THE STATE OF TEXAS § COUNTY OF HARRIS § Chair, Board of Directors BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 20 Notary Public in and for The State of Texas (SEAL) C-2 011782.0153271 EMF US 84032577v2 REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE By:_ Name: Title: ATTEST: By:_ Name: Title: Secretary, Board of Directors THE STATE OF TEXAS § COUNTY OF HARRIS § Chair, Board of Directors 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 011782.0153271 EMF US 84032577v2 HMH LA PORTE LAND 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-4 011782.0153271 EMF US 84032577v2 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 Receive update from J Morales Inc. regarding M Street Project. 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 m-M ARCHITECTS • ENPi✓wNEEES - SURVEYORS ENGINEER'S REPORT as of April 23, 2021 La Porte TIRZ #1 MEETING: April 28, 2021 M Street Improvement Project Comments received from the city of La Porte and Harris County Flood Control District (HCFCD). Comments from the city are being addressed and pending HCFCD approval. 3425 Federal Road, Houston, Texas 77504 Phone 713-947-6606 Fax 713-947-6609 v wwjrnoralesinc.corn 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 Consider approval or other action regarding authority invoices. 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 2021 REVENUE/EXPENSE SUMMARY - OPERATING ACCOUNT Ending Fund Balance, October 30, 2020 Revenues 4/30/2020 11/30/2020 Interest deposit $ 22.04 5/12/2020 12/31/2020 Interest deposit $ 20.12 5/29/2020 12/31/2021 Close Construction acct; xfr balance $ 0.97 6/11/2020 1/31/2021 Interest deposit $ 16.86 6/30/2020 2/26/2021 Interest deposit $ 16.28 7/24/2020 3/31/2021 Interest deposit $ 19.19 Subtotal, Revenues Total, Revenues as of March 31, 2021 Expenses Less: Checks paid 4/20/2020 #0174 Malladi S. Reddy, M. D. (65 LaPorte) $ 93,364.83 4/23/2020 #0175 City of La Porte $ 91,706.69 4/21/2020 #0176J. Morales, Inc. $ 12,000.00 9/17/2020 #0177 La Porte ISD $ 716,911.00 9/21/2020 #0178 McCall Gibson Swedlund Barfoot $ 7,000.00 9/23/2020 #0179 Hawes Hill & Associates $ 26,004.00 Subtotal, Expenses as of March 31, 2021 Ending balance, Operating Account as of October 30, 2020 Checks for approval on 4//30/2021 Less: #180 McCall Gibson Swedlund Barfoot $2,200.00 #181 J. Morales Inc. $8,400.00 #182 Hawes Hill & Associates $10,055.28 Subtotal, checks for approval Fund balance upon approval of checks $ 95.46 $946,986.52 $ 5,191,181.87 5,191, 277.33 $ 4,244,290.81 $20,655.28 $20,655.28 $ 4,223,635.53 Y f6 0 i+ 3 H V o Ln o O r-1 lD M m O O M N I, lD -m, )n Ln I, lD w lD m I� ci Ln w -;r OR O N N I� lq: O .--! 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N U o J N J \ a O 0 O O � h m m -0 a+ CLn +�+ O O -a c0 u a ci Q v L O c oz La Ln a N76 O N O — VI d O n i u O U U = a m ca —+ U d v � O � O N 00 00 00 00 00 O _ � � _m I� ti Z U 4* F- H LL O O .-I e-i O O O O O N N N \ r -4 00 00 00 r4 N N INVOICES McCALL GIBSON SWEDLUND BARFOOT PLLC Certified Public Accountants 13100 Wortham Center Drive PO Box 29584 Suite 235 Austin, TX 78755-5126 Houston, Texas 77065-5610 (512) 610-2209 (713) 462-0341 zvww,m sb,1 lc.com Fax (713) 462-2708 E-Mail: mQsb@mgslmllc.com December 11, 2020 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, 2020, including discussing the audit with the Board of Directors and testing for compliance with the Public Funds Investment Act. Annual Audit Fee $ 9,000.00 Postage, delivery and report production 200.00 Less Interim Billing 7 000 00 Balance Due $ 2 20000 We appreciate your business! a" SwAd&l Member of American Institute of Certified Public Accountants Texas Society of Certified Public Accountants IIIIIl A LIlllllk'° '°'W ARCHITECTS - ENGINEERS - SURVEYORS J. Morales, Inc. 3425 Federal Road Pasadena, TX 77504 (0) 713-947-6606 (F) 713-947-6609 PO # II Terms Description __. ----- _------- M Street Improvement Proj, TIRZ #1, La Porte WO 18824 & S:IPROJECTS12019175-19 M St Improvement Project, TIRZ #1, La Porte Contract ID: JM-2019-001 Preliminary Design Phase billed at 100%. Design Phase billed at 100% of $60,000.00 Approval Phase Bidding Phase Construction Phase Please refer to our invoice # on your payment. Sales Tax E-mail L.colmer@jmoratesinc.com Invoice Date Invoice # 1/15/2021 20212 Bill To La Porte Redevelopment Authority c/o City of La Porte 604 West Fairmont Parkway Attn: Corby Alexander La Porte, Texas Due Date Proj # WO # 1/15/2021 75-19 18824 75-19 M St I... Oty Unit Rate Amount 0 24,000.00 0.00 0.1 60,000.00 6,000.00 0 2,400.00 0.00 0 2,400.00 0.00 0 31,200.00 0.00 1 4H Total $6,000.00 Payments/Credits $0.00 Balance Due $6,000.00 L IIIIII ARCHITECTS • ENGINEERS • SURVEYORS J. Morales, Inc. 3425 Federal Road Pasadena, TX 77504 (0) 713-947-6606 (F) 713-947-6609 PO # I Terms Description M Street Improvement Proj, TIRZ #1, La Porte WO 18824 & S:\PROJECTS\2019\75-19 M St Improvement Project, TIRZ #1, La Porte Contract ID: JM-2019-001 Preliminary Design Phase billed at 100%. Design Phase billed at 100% of $60,000.00 Approval Phase billed at 100% of $2,400.00. Bidding Phase Construction Phase Please refer to our invoice # on your payment. Sales Tax E-mail L.colmer@jmoralesine.com Invoice Date Invoice # 2/10/2021 20264 711rf', La Porte Redevelopment Authority c/o City of La Porte 604 West Fairmont Parkway Attn: Corby Alexander La Porte, Texas Due Date Proj # WO # 2/10/2021 75-19 18824 75-19 M St I... Qty Unit Rate Amount 0 24,000.00' 0.00 0 60,000.00 0.00 1 2,400.001 2,400.00 0 2,400.00 0.00 0 31,200.00 0.00 M Total $2,400.00 Payments/Credits $0.00 Balance Due $2,400.00 Hawes Hill & Associates LLP P.O. Box 22167 Houston TX 77227-2167 HAWES HILL &ASSOCIATES 9 LLP La Porte Redevelopment Authority STATEMENT ­1111.11.1.1 --...... .... DATE ..........m....m.....__..m.................................... 4/23/2021 AMOUNT REMITTED Page 1 —_.,...._...�. - - - -- --- --------- --- DATE INVOICE NO. DESCRIPTION CHARGES PAYMENTS BALANCE - 1/7/2021 - - - 04306531 Invoice #04306531 Due: 1/7/2021 $4,055.28 . .................. ....................... . . $4,055.28 * Sale; La Porte Redevelopment Authority * Professional consulting and administration fee, November 2020 and December 2020 $4,000.00 * In-house postage, photocopies, binding, etc., December 2020 $1.00 * Delivery, HourMessenger, 12/1/2020 $54.28 2/3/2021 04306555 Invoice #04306555 Due: 2/3/2021 $2,000.00 $2,000.00 * Sale; La Porte Redevelopment Authority * Professional consulting and administration fee, January 2021 $2,000.00 3/24/2021 04306586 Invoice 404306586 Due: 3/24/2021 $2,000.00 $2,000.00 * Sale; La Porte Redevelopment Authority * Professional Consulting and Administration Fee, February 2021 $2,000.00 4/20/2021 04306608 Invoice #04306608 Due: 4/20/2021 $2,000.00 $2,000.00 * Sale; La Porte Redevelopment Authority * Professional Consulting and Administration Fee, March 2021 $2,000.00 4/23/2021 Finance Charge $0.00 $0.00 CURRENT 30 DAYS 90 DAYS�.. 90+ DAYS AMOUNT DUE ......... .... ��....:........... .......... ....... ........n $0.00 $4,000.00 $2,000.00 $4,055.28 $10,055.28 Invoice Invoice #: 04306631 HAWES HILL & ASSOCIA LESP Date: 1/7/2021 P.O. Box 22167 Houston TX 77227-2167 Bill To: La Porte Redevelopment Authority Description Amount Professional consulting and administration fee, November 2020 and December 2020 $4,000.00 In-house postage, photocopies, binding, etc., December 2020 $1.00 Delivery, HourMessenger, 12/1/2020 $54.28 Total Amount: $4,055.28 Your Order #: Amount Applied: $0.00 Balance Due: $4,055.28 LA PORTE RDA/TIRZ #1 In-house Postage, Photocopies, Binding, etc. Postage Date Amount 12/1/2020 $ 1.00 Total $ 1.00 Photocopies @ $0.15 Date Pages Amount Total $ Color Photocopies @ $0.50 Total $ Binding sets @ $1.00 Date Sets Amount 14 $ Total $ - Total, all Items Postage $ 1.00 Photocopies $ - Color Photocopies $ - Binding sets $ - $ 1.00 i O; # Payments aiso acoepted by Creditband DirectACH u'i A' P_ ' a3_,t r` `'ax ISTER 0 111D-S�� NE 4 sWI. iA O-11-1� -e�<rkykrFrwyr Past Due Sufte-M rrccoed by Cred✓ at- Cabo 8 and VDi 281-497-2218 ffMM ml�, elm LLP � P8 return . 4s poMoni /.a /0l 5-f-1-1arl Invoice M 04306555 HAWEs HILL & AssOCIATES Date: 2/3/2021 LLP Description Amount .......... . ....... . consulting and administration fee, January 2021 -- ---- ----- ------ " ............... . ...... . ........ $26,000,.,0,0 Invoice Invoice M 04306586 HAWES HILL &ASSOCIATES Date: 3/24/2021 LLP o Bill To: La Porte Redevelopment Authority Description Amount Professional Consulting and Administration Fee, February 2021 $2,000.00 Freight: $0.00 Sales Tax: $0.00 Total Amount: $2,000.00 Your Order M Amount Applied: $0.00 Shipping Date: Terms: C.O.D. Balance Due: $2,000.00 Invoice Invoice #: 04306608 HAWES FilILL & ASSOCIATES `6 Date: 4/20/2021 LLP Bill To: La Porte Redevelopment Authority Description Amount Professional Consulting and Administration Fee, March 2021 $2,000.00 Freight: $0.00 Sales Tax: $0.00 Total Amount: $2,000.00 Your Order #: Amount Applied: $0.00 Shipping Date: Balance Due: Terms: C.O.D. $2,000.00 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 Receive updates from the city, developers, and staff about development 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 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 BOARD MEMBER COMMENTS. a. Matters appearing on agenda b. Inquiry of staff regarding specific factual information or existing policy 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