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Home My WebLink About02-24-10 LPRDA/TIRZAgendas. Agenda Materials " • of the Boards La Porte Redevelopment Authority L Porte Tax Increment investment Zone February 24, 2010 E LA PORTE REDEVELOPMENT AUTHORITY_,W:r= STATE OF TEXAS X COUNTY OF HARRISry zf ' CITY OF LA PORTE }( NOTICE IS HEREBY GIVEN OF THE MEETING OF THE LA PORTE REDEVELOPMENT AUTHORITY TO BE HELD ON FEBRUARY 24, 2010, AT 6:30 P,M. IN CITY COUNCIL CHAMBERS, CITY HALL, 604 WEST FAIRMONT PARKWAY, LA PORTE, TEXAS, REGARDING THE ITEMS OF BUSINESS ACCORDING TO THE AGENDA LISTED BELOW: 1. Cali to order — Lindsey Pfeiffer, President; 2. Consider approval of the minutes of Board of Directors Meeting held on November 18, 2009; 3. Approve Fiscal Year 2009 La Porte Redevelopment Authority Audit; 4. Receive and Discuss Sylvan Beach Development Agreement, by and between the REINVESTMENT ZONE NUMBER ONE,CITY OF LA PORTE; the LA PORTE REDEVELOPMENT AUTHORITY; the CITY OF LA PORT; the LA PORTE ECONOMIC DEVELOPMENT CORPORATION; and HARRIS COUNTY; wl 5; Receive repgrt,and ratify payments with regard to Wharton Weems/State Highway, 146 interchange project; 6. Receive Staff report and updates with regard to Port Crossing, Lakes on Fairmont Green, Retreat at Bay Forrest Development Project, and Preserve of Taylor Bayou; 7. Consider approval or other action with regard to authority invoices; 8. Board member comments; a. Matters appearing on Agenda; b. Inquiry of staff regarding specific factual information or existing policy 9. Adjournment. THIS FACILITY HAS DISABILITY ACCOMMODATIONS AVAILABLE. REQUESTS FOR ACCOMMODATIONS OR INTERPRETIVE SERVICES AT MEETINGS SHOULD BE MADE 48 HOURS PRIOR TO THIS MEETING. PLEASE CONTACT THE CITY SECRETARY'S OFFICE AT 281-471-5020 OR TDD LINE 281-471-5030 FOR FURTHER INFORMATION. A POSSIBLE QUORUM OF CITY COUNCIL MEMBERS MAY BE PRESENT AT THIS MEETING AND PARTICIPATE IN DISCUSSIONS BUT WILL NOT TAKE ANY ACTION. David W. Hawes Executive Director Date Posted 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 of the minutes of Board of Directors meeting held on November 18, 2009. E LA PORTE REDEVFLOPMENr AUTHIORrrY c/o Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 713-595-1295 La Porte Redevelopment Authority, City of La Porte, Texas Minutes of the Board Meeting Held November 1$th, 2009 f. Call to order — Lindsay Pfeiffer, President The Board of Directors of the La Porte Redevelopment Authority, City of La Porte, Texas, held a meeting, open to the public, on the 18th day of November, 2009; the meeting was called to order at 6:32 p.m. in the City Council Chambers of the City council conference Room, 604 West Fairmont Parkway, La Porte, Texas; and the roll was called of the duly appointed members of the Board, to wit: Peggy Antone ✓ Position 1 Dave Turnquist f Position 2 Alton Porter / Position 3 Horace Leopard Position 4 Doug Martin / Position 5 JJ Meza v' Position 6 Lloyd Graham Position 7 Chester Pool " Position S Lin Pfeiffer XI Position 9 - Chairman and all of the above were present except Director Porter, and Director Meza, thus constituting a quorum. Also present at the meeting were Russell Plank & Tim Geisler (Port Crossing); Stacey Osborne, and David Hawes. 2. Consider approval of the minutes of Board of Directors Meeting held on August 26, 2009, Upon motion made by Director Pool, seconded by Director Antone, the board voted unanimously to approve minutes as presented. 3. Consider Reimbursement to Port Crossing Land, LP, a Texas limited partnership based upon accepted Agreed -Upon Procedures Report with regard to project costs. Mr. Hawes gave a brief overview of the calculations used to for the disbursement of Harris county funds. Upon motion made by Director Leopard, seconded by Director Graham, the board voted unanimously to approve the disbursement of Harris County Tax Increment Revenue to Port Crossing. r 4. Consider approval of invoices. Mr. Hawes presented the invoices. Upon a motion made by Director Pool, and being seconded by Director Leopard, the board unanimously approved payment of the invoices. 5. Board comments ---None were offered. 6. Adjournment. The Chairman adjourned the meeting at 6:47.PM SIGNED: ATTEST. TITLE: TITLE: DATE: 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 Approve Fiscal Year 2009 La Porte Redevelopment Authority audit. LA PORTS REDEVELOPMENT AUTiIORITY do Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227 2167 7I3-595-1200 or FAX 713-595-1295 LA PORTE REDEVELOPMENT AUTHORITY ANNUAL FINANCIAL REPORT SEPTEMBER 30, 2009 LA PORTE REDEVELOPMENT AUTHORITY TABLE OF CONTENTS SEPTEMBER 30, 2009 Page Number Independent Auditors' Report ................................................................................................ 1 Management's Discussion and Analysis ........................................... Basic Financial Statements: Statement of Net Assets and Governmental Fund Balance Sheet ...................................... S Statement of Activities and Governmental Fund Revenues, Expenditures and Changes in Fund Balance ................................. ............................... b Notes to Financial Statements .............. ................................................................................. 7 —10 Required Supplementary Information: Schedule of Revenues, Expenditures and Changes in Fund Balance — Budget and Actual — General Fund.................................................................................. 11 Notes to Required Supplementary Information.................................................................. 12 PIK-All PATTILLO, BROWN & HfLL,L.L.F. CrERTIFIEP PUBLIC ACCOUNTANTS ■ BUSINESS CONSULTANTS INDEPENDENT AUDITORS' REPORT To the Board of Directors of La Porte Redevelopment Authority We have audited the accompanying financial statements of the governmental activities and each major fund of La Porte Redevelopment Authority (the "Authority") as of and for the year ended September 30, 2009, which collectively comprise the Authority's basic financial statements as listed in the table of contents. These financial statements are the responsibility of the Authority's management. Our responsibility is to express opinions on these basic financial statements based on our audit, We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and major fiords of the Authority as of September 30, 2009, and the respective changes in financial position for the year then ended in conformity with accounting principles generally accepted in the United States of America. The management's discussion and analysis and budgetary comparison information on pages 2 through 4 and pages 11 and 12 are not a required part of the basic financial statements but are supplementary information required by accounting principles generally accepted in the United States of America. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the supplementary infort-nation. However, we did not audit the information and express no opinion on it. January 26, 2010 401 WEST HIGHWAY 6 ■ P. O. BOX 20725 ■ WACO, TX 76702-0725 ■ (254) 772-4901 ■ FAX: (254) 772-4920 ■ www.pbhepa.com AFFILIATE OFFICES! BROWNS'VIL LE, TX (956) 544-7778 ■ HILLLSBORO, TX (254) 582-2583 TEMPLE, TX (254) 791-3460 0 WHITNEY, TX (254) 694-4600 0 ALBUQUERQUE, NM (505) 266-5904 Management's Discussion and Analysis As management of the La Porte Redevelopment Authority (the "Authority"), we offer readers of the Authority's financial statements this narrative overview and analysis of the financial activities of the Authority for the fiscal year ended September 30, 2009. We encourage readers to consider the information presented here in conjunction with the basic financial statements which follow this section. Overview of MeAuthority.- The City of LaPorte, Texas (the "City") authorized the creation of the LaPorte Redevelopment Authority (the "Authority') by the Resolution No. 2000-19 passed on December 11, 2000. The Authority was set up as a local government corporation pursuant to provisions of Chapter 394 of the Texas Local Government Code. The Authority is organized as a public nonprofit corporation for the purpose of aiding, assisting, and acting on behalf of the City in the performance of its governmental function to promote the common good and general welfare of Tax Increment Reinvestment Zone (the "TIRE) and neighboring areas and to promote, develop, encourage and maintain housing, educational facilities, employment, commerce and economic development in the City. The Authority may issue bonds with consent of City Council. The Authority is managed by a Board of Directors consisting of 9 members who are appointed by the Mayor with the approval. of City Council. Financial Lrighlights; * The liabilities of the Authority exceeded its assets as of September 30, 2009, by ($516,726) (i.e. Net assets deficit). • The Authority's total net assets decreased by $222,879 during the year. • Cash and investments equaled $406,560. • Annual expenses consist of construction of infrastructure and administrative costs. Overview of the Financial Statements: This discussion and analysis are intended to serve as an introduction to the Authority's basic financial statements. The Authority's basic financial statements comprise three components: (1) Management's Discussion and Analysis (this section); (2) government -wide financial statements, which include the fund financial statements, and (3) notes to the financial statements. The financial statements include the Statement of Net Assets and Governmental Fund Balance Sheet and Statement of Activities and Govermnental Fund Revenues, Expenditures and Changes in Fund Balance that present information for the Authority as a whole and provide an indication of the Authority's financial health. 2 The Statement of Net Assets presents information showing how the Authority's net assets changed during the fiscal year. All changes in net assets are reported when the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g. uncollected taxes). The Authority, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance related legal requirements. The Authority's funds are Governmental funds. Governmental fund financial statements focus on current sources and uses of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near -tern financing requirements. The financial statements can be found on pages 5 through 6 of this report. The notes to the financial statements provide additional information that is essential to a full understanding of the data provided in the financial statements. The notes to the financial statements can be found on pages 7 through 10 of this report. Financial Analysis: As noted earlier, net assets may serve over time as a useful indicator of the Authority's financial position. As of September 30, 2009, the Authority's liabilities exceeded assets by $516,726. La Porte Redevelopment Authority's Net Assets 2009 2009 Assets $ 406,560 $ 321,179 Other liabilities 308,260 - Long -terns liabilities 615,026 615,026 Total liabilities 923,286 615,026 Net assets (deficit): Unrestricted ( 516,726) { 293,847) Total net assets (deficit) $ 516,72 ${ 293,947} d Overall, the Authority had a decrease in net assets of $222,879. This decrease is primarily related to the Authority construction of infrastructure. 3 La Porte Redevelopment Authority's Change in Net Assets 2009 2008 Revenues: Program revenues: Charges for services - developers $ 312,437 Total program revenues 312,437j General revenues: Property taxes 946,025 Intergovernmental - Interest 5,212 Total general revenues 951,237 Expenses: General government X,<,CA6 -, :a 1,319,499 Interest and fiscal charges t_ a: 167,054 Total expenses 1,486,553 CHANGE IN NET ASSETS ( 222,879) NET ASSETS, BEGINNING [ 293,847) NET ASSETS, ENDING $ 260,201 100,000 14,632 374,833 669,680 668,680 ( 293,847) $ 516,726 $ 293,847 Annual expenses consist of constructing capital assets on behalf of the City and administrative cost. Budgetary Highlights During the year, the Authority did not amend its budget. Expenditures were greater than appropriations primarily due to construction expenditures on behalf of the City being greater than anticipated in the current year. Long-term Debt The Authority owes $615,026 to the City of La Porte. More detailed information about the Authority's long-term debt is presented in the notes to the financial statements. Discussion of Currently Known Facts, Decision or Condition in Fiscal Year 2009: As of January 1, 1999,.,th_ e property tax base was $7,385,080. As of January 1, 2009, the property tax value is $2,137,427,887. The tax rate is $.71 on each $100 of taxable value. Requests for Information: This financial report is designed to provide Vur citizens with a general overview of the Authority's finances. If you have any questions about this report or need any additional information, please contact David Hawes, P. O. Box 22167, Houston, Texas 77227. .., LA PORTE REDEVELOPMENT AUTHORITY STATEMENT OF NET ASSETS AND GOVERNMENTAL FUND BALANCE SHEET SEPTEMBER 30, 2009 ASSETS Cash and investments Total assets LIABILITIES Accounts payable Due to developers Accrued interest payable -due to the City of La Porte Due to City of La Porte Total liabilities FUND BALANCE/NET ASSETS (DEFICIT) Fund balance: Unreserved, undesignated Total fund balance Total liabilities and fund balance Net assets (deficit): Unrestricted Total net assets (deficit) Statement of General Adjustments Net Assets $ 406,560 $ - $ 406,560 406,560 - 406,560 53,643 - 53,643 87,563 - 87,563 - (167,054) 167,054 - 615,026 615,026 141,206 782,080 923,286 265,354 265,354 265,354 265,354 $ 406,560 516,72 ( 516,726) $ 516,72 $ 516,726 The accompanying notes are an integral part of these financial statements. 5 LA PORTE REDEVELOPMENT AUTHORITY STATEMENT OF ACTIVITIES AND GOVERNMENTAL FUND REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE YEAR ENDED SEPTEMBER 30, 2009 Expenditures/expenses: Current: General government Debt service: Interest and fiscal charges Total expenditures/expenses Program revenues: Charges for services -developers Total program revenues Net program revenues General revenues: Properly taxes Interest Total general revenues Excess (deficiency) of revenues over (under) expenditures Change in net assets (deficit) Fund balance/net assets (deficit): Beginning Ending Statement General Adjustments of Activities— S 1,319,499 $ - $ 1,319,499 - 167,054 167,054 1,319,499 167,054 1,486, 553 312,437 - 312,437 312,437 - 312,437 (1,007,062) ( 167,054) ( 1,174,116) 946,025 - 946,025 5,212 - 5,212 951,237 - 951,237 55,825 55,825 ( 222,879) ( 222,879) 321,179 615,026 ( 293,847) $ 265,354 $ 782,080 $L 6,72 The accompanying notes are an integral part of these financial statements. in LA PORTE REDEVELOPMENT AUTHORITY NOTES TO FINANCIAL STATEMENTS SEPTENMER 30, 2009 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reporting Entity The City of LaPorte, Texas (the "City") authorized the creation of the LaPorte Redevelopment Authority (the "Authority") by the Resolution No. 2000-19 passed on December 11, 2000. The Authority was set up as a local government corporation pursuant to provisions of Chapter 394 of the Texas Local Government Code. The Authority is organized as a public nonprofit corporation for the purpose of aiding, assisting, and acting on behalf of the City in the performance of its governmental function to promote the common good and general welfare of Tax Increment Reinvestment Zone (the "TIRZ") and neighboring areas and to promote, develop, encourage and maintain housing, educational facilities, employment, commerce and economic development in the City. The Authority may issue bonds with consent of City Council. The Authority is managed by a Board of Directors consisting of 9 members who are appointed by the Mayor with the approval of City Council. Government -wide and Fund Financial Statements The government -wide financial statements (i.e., the statement of net assets and the statement of activities) report information on all of the activities of the government. Governmental activities are supported by property taxes and investment revenue. The statement of activities demonstrates the degree to which the direct expenses of a given function are offset by program revenue. Direct expenses are those that are clearly identifiable with a specific function. Program revenue includes 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function. Property taxes and other items not properly included among program revenue are reported instead as general revenue. The government -wide and fund financial statements are provided for the governmental fund of the Authority with a column for adjustments between the two statements. Measurement Focus Basis of Accounting and Financial Statement Presentation The government -wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenue is recorded when earned and expenses are recorded when a liability is incurrecz, reg=ardlcss of the iIHHUr, of related cash flows. Property taxes are recognized as revenue m the year for which they are levied. (continued) 7 L SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Measurement Focus, Basis of Accounting and Financial Statement Presentation (Continued) Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenue is recognized as soon as it is both measurable and available. Revenue is considered to be available when it is collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Authority considers revenue to be available if collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, are recorded only when payment is due. The Authority reports the following major governmental fund: The General Fund is the Authority's primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. Private -sector standards of accounting and financial reporting issued prior to December 1, 1989, generally are followed in the government -wide financial statements to the extent that those standards do not conflict with or contradict guidance of the Governmental Accounting Standards Board. Assets, Liabilities and Net Assets or Equity Receivables and Payables Property taxes are levied on October 1 and attach as an enforceable lien on property as of January 1. Statements are mailed on October 1, or as soon thereafter as possible, and are due upon receipt. All unpaid taxes become delinquent if not paid before February 1 of the following year. Governmental funds report deferred revenue in connection with receivables for revenue that is not considered to be available to liquidate liabilities of the current period. Governmental funds also defer revenue recognition in connection with resources that have been received, but not yet earned. As of September 30, 2009, the Authority does not have property taxes receivable or deferred revenue. Long-term Obligations In the government -wide financial statements, long-term liabilities are reported as liabilities in the governmental activities statement of net assets. In the fund financial statements, governmental fund types recognize the long-term obligation as other no..ninrr cniYrneae Aiiri4_— 41,o n�.rron+»vwinrl }FFAULayasas Llv...VV.�, LLuaalb LRJ.V VLi11 VIAL tJVI[iVti. (continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Assets. Liabilities and Net Assets or Equity (Continued) Fund Equity In the fund financial statements, governmental funds report reservations of fund balance for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. Designations of fund balance represent tentative management plans that are subject to change. As of September 30, 2009, the Authority does not have reservations or designations of fund balance. Net Assets Net assets represent the difference between assets and liabilities. Net assets are reported as restricted when there are limitations imposed on their use either through the enabling legislations adopted by the Authority or through external restrictions imposed by creditors or laws or regulations of other governments. Estimates The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual amounts could differ from those estimates. 2. STEWARDSHIP AND ACCOUNTABILITY Budtetary Information Expenditures exceeded appropriations by $1,199,213. This overrun was covered with existing fund balance and unexpected revenues. Deficit Net Assets A net asset deficit of $516,726 exists as of September 30, 2009. This deficit is the result of the Authority borrowing money from the City of La Porte to finance capital improvements. As of September 30; 2009, the amount outstanding that was used to finance construction of assets was $615,026. 3. DETAILED NOTES ON ALL FUNDS Deposits Custodial Credit Risk. In the case of deposits, this is the risk that in the event of a bank failure, the Authority's deposits may not be returned to it. State statutes require that all deposits in financial institutions be fully collateralized by U. S. Government obligations or its agencies and instrumentalities, or direct obligations of Texas or its agencies and instrumentalities that have a fair value of not less than the principal amount of deposits. As of September 30, 2009, $156,560 of the Authority's $406,560 deposit balance was collateralized with securities held by the pledging financial institution. The remaining balance, $250,000, was covered by FDIC insurance. Long-term Oblitzations — Due to the City of La Porte The City of La Porte financed capital improvements on behalf of the Authority. A payment schedule has not been determined between the City and the Authority. Long-term liability activity for the year ended September 30, 2009, was as follows: Beginning Balance Governmental activities: Due to the City of La Porte $ 615,026 $ 615,026 4. COMI%HTMENTS AND CONTINGENCIES Ending Additions Reductions Balance $ - $ - $ 611,126 $ - $ - $ 615,026 The Redevelopment Authority is a party to several agreements with developers who own property in the La Porte Tax Increment Reinvestment Zone #1. The Authority is obligated to repay the developers for public improvements made on the property uOp to the amount of incremental tax value gained. A liability is not able to be determined because the amount of incremental tax value that will be gained is not estimable. The Authority has entered into agreements with the following developers: Port Crossing Land, LP; 65 La Porte, LP; and Retreat at Bay Forest, LP. Port Crossing has completed the public improvements detailed in the agreement with the Authority. The accounting firm of McCall, Gibson, Swedlund, Barfoot, PLLC, was hired by the Authority to review the developer's expenses and determine the amount of reimbursable expenditures, which totaled $12,096,488. To date, one payment in the amount of $826,187 has been made to Port Crossing for incremental tax value gained. v✓ La Pvi4e, LP, h� CUOM i+vlilpiVtvd tuV ililprV V V".1411W w.taLAdU u1 iW arLVVlllVilt i� JMU the Authority; however, the developer ha not applied for reimbursement because there has been no incremental tax value gained. 10 REQUIRED SUPPLEMENTARY INFORMATION LA PORTE TAX INCREMENT REEWESTMENT ZONE SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2009 Revenues: Property taxes Charges for services Interest Total revenues Expenditures: Current: General government Total expenditures Change in fund balance Fund balance - beginning Fund balance - ending Variance with Final Budget Budgeted Amounts Actual Positive Original Final Amounts (Negative) $ 309,774 $ 309,774 $ 946,025 $ 636,251 - - 312,437 312,437 10,000 10,000 5,212 ( 4,788) 319,774 319,774 1,263,674 943,900 120,286 120,286 1,319,499 $( 1,199,213} 120,296 120,286 1,319,499 ( 1,199,213} 199,498 199,488 ( 55,825) 2,143,113 321,179 321,179 321,179 - $ 520,667 $ 520,667 $ 265,354 $ 2,143,113 11 LA PORTE REDEVELOPMENT AUTHORITY NOTES TO REQUIRED SUPPLEMENTARY INFORMATION SEPTEMBER 30, 2009 BUDGETARY INFORMATION An annual budget is adopted on a basis consistent with generally accepted accounting principles. The legal level of control is a fund. Expenditures exceeded appropriations by $1,199,213. This overrun was covered with existing fund balance and unexpected revenues. F. 12 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 discuss Sylvan Beach Development Agreement, by and between the REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE; the LA PORTE REDEVELOPMENT AUTHORITY; the CITY OF LA PORTE; the LA PORTE ECONOMIC DEVELOPMENT CORPORATION; and H RRIS COUNTY. E LA PORTS REnEvELOPSIENT AUTHORITY c/o Hawes Dill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 713-595.1200 or FAX 713-595-1295 A-Y, Z I ��z (to DEVELOPMENT AGREEMENT Draft # 2 February 16. 2010 This Development Agreement (this "Agreement") is made as of __ , 2010, by and between the REINVESTMFENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS (the "Zone"), a tax increment reinvestment zone created by the City pursuant to Chapter 311 of the Texas Tax Code, as amended, acting by and through its governing board of directors (the "Zone Board"), LA PORTE REDEVELOPMENT AUTHORITY, a nonprofit local government corporation formed by and on behalf of the City of La Porte, Texas (the "Authority "), and CITY OF LA PORTE, TEXAS a home -rule city (the "City"), -the LA PO.RI:E ECONOMIC DEVELOPMENT CORPO AT.ION. aa, aeon -profit eorporation organized. under the laws of the State a "1" e= (the "13€ velippment ('orryporation`) and HARRI,S C;01,TNTY, a body corporate and p0liti€: U11der the laws of the State, of Texas, (the `°C. aunty= ). RECITALS WHEREAS, pursuant to Chapter 311 of the Texas Tax Code, as mne dedt the City Council of the City (the "City Council".) created the Zone in the City; and WHEREAS, the Zone Board adopted a p-Project and financing Plan (as defined below in Section 1.1), as amended, that provides that the Zone will undertake to make certain acquisitions and improvements in the Zone, and was approved by the City Council; and WHEREAS, the Texas Tax. Code provides that the Zone may enter into agreements as the Zone Berard considers necessary or convenient to implement the Plan and achieve its purposes; and WHEREAS, the City and the Zone have contracted with the Authority as a nonprofit Texas local government corporation pursuant to the provisions of Chapter 431, Subehapter D, Texas 'T rwisportation Code, as amended, A3'+Fu . TR C- a�g, to carry out the purposes of the Zone, including administration, supervision, construction, financing and other duties, and have committed the revenues of the Zone to the Authority for such purposes, all as more particularly set forth in the Agreement Between the City, the Zone and the Authority, date_ d July 9, 2001 (the "Tri Party Agreement"), and WHEREAS, the City, the Devejopment Corporation and the County wishes to make certain improvements within the Zone, to further development within the Zone and to carry out the purposes of the Zone as described in the Plan, and provide- for the reimbursement of the .4)cveloprnent Cc iporation and the C otinty for sugh improvements in accordance with such Plans; new, +a,a, orR-�, �-id �— . Whereas, the City, has entered, into ltat,c:crtain Special DoQtuuent No. SD 200 002 "rifle the State cxl' Texas (the "State") aaad that certa.itr Prtripct Cooperation Agree. cn CE%P " Project No. Page 1of15 � 1404 wide the General Land O1 eandi-0- die lat provides terms and Conditions fig€• the Pr(eject. (as defined below in Section 1.1), Where S, the Development Corporation n leas agreed to provide certain hindin g to the City fbt the Project; and Whereas, fIards County has agreed to provide certain fland.in -for the Project; now', th eref'ore, AGREENMNT, For and in consideration of the mutual promises, covenants, obligations, and benefits of this Agreement, the Zone, the Authority, the City. the Dev elopinf nt Corporation and the County contract and agree as follows: _ ARTICLE 1_ GENERA , TERMS 17 1.1 Definitions. The terms "Agreement," `�4uthority, " "City," "Dtv;;'%pnw.nt Corporation", poration", „C.ouri*," "Cooperation A.g-rc:e iner:C '`GLO", "City Council", "State'' "Zone," "Zane Board," and " Tri-Party Agreement" have the meanings set forth in the preamble hereof, and the following capitalized terms shall have the meanings provided below, unless otherwise defined or the context clearly requires otherwise, For purposes of this Agreement the words "shall" and "WWI" are mandatory, and the Word "may' is permissive. Act shall mean the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as amended. Authority Bonds shall mean any bond, note or other obligation issued or incurred in one or more series pursuant to Article V, secured b ent or funds deposited in the Revenue Fund, including refunding bonds. CA Advances shall mean an ds ad ce e Des,elopmeat C orpo ral.icni or the County to City pursuant to Section 5. , and shall include any interest payable thereon. iho f Inferlocal g,-eeniant shall mean an agreernent berwven the '"ity and the C�€naty regarding -the CounWs participation in ftanding tire, Frgjec '. ' approved by City ordinance 200€1- 3€l7[1 jate€]'larch 24, 2008, wid appr€ive€1 b�, Count�� pril 8. 2008, 'Page 2 of 15 'La LPISD shall mean the La Porte Independent School District. Net Tax Increment shall mean the anniial collections of the Tax Increment, less (i) any amounts required to be'disbursed to LPISD for the payment of project costs related to educational facilities incurred directly by LPISD, and (ii) amounts reasonably required or anticipated to be required for the administration and operation of the Zone, including a reasonable operating reserve. Parties or Party shall mean the Zone,.the Authority •aa&the City, the Daveloprment C orr afl an wid the Cotinty as parties to this Agreement. Plan shall mean the final project plan and reinvestment zone financing plan for the Zone, as amended, as approved by City Council. Pegjeet shall mean the Sylvwi lieEl . Share '..c 11nAmtion and Beach. Nourishment Project described fil the Project:.Agreeni.e ts, roject Agreement, shall mean'Special Document No. SD 2008-0002, between the State and ffi, i:` iy; the Project Cooperadoii Agrownent, C.F,..PRA Project No,1--040 between the GLO quid City. wid the plans prepared by CJ'1�.• rporatiora and titled Sylvan Beach Shoreline Protection and Boach Renoirrishmeil � Revenue Fund shall mean the special fund established by the Authority and funded with Tax Increment payments made by the City pursuant to the Tri-P arty Agreement (which payments are attributable to incremental ad valorem property taxes paid on the Project and other properties in the Zone). Tixac Increment shall mean funds deposited in the Revenue Fund by the City pursuant to the Tri- Party Agreement, comprised of funds received pursuant to those certain Interlocal Agreements or similar agreements between the City, the County and the Zone; the City, and the Zone and; between the City, LPISD and the Zone. Taxing Unit shall mean individually and collectiv6ly the City, the County, and LPISD. 1.2 Sinaflar and plural; gender. Words used herein in the singular, where the context so permits, also include the plural wd 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. Likewise, any masculine references shall include the feminine, and vice versa. ARTICLE 2 REPRESENTATIONS Page 3 of 15 2.1 Re resentations , T4ie-AutheP4 Each Pam.! tt, this Agreement hereby represents oa behalf of itseIf that: (A) It 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. (13) It has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) lea.-, been duly authorized, (ii) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (iii) does not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of such .Marty the Aeri5 under any agreement or instrument to which such Party the Auth is a party or by which such Party ffie or its assets may be bound or affected.. , (C) This Agreement has been duly authorized, executed and delivered by A "+� such Party and, constitutes a legal, valid and binding obligation of the , enforceable in accordance with its terms. (D) The execution, delivey and performance of this Agreement by such Party the � 7 does not require the consent or approval of any person which has not been obtained. wM IN- unr mw�s a its "tp�msT R IMF Page 4 of 15 operations as eentemplated by this A fit. f xiuu �c��n�c.�the pewei, been duly aadwrize (ii)yyi4l Ret, tom he best of its kaowlo ayieWe any a1.. Y 7 7 a , E4 iFeseh in &e matien of-, , C axrcrr�rr rir xv.. viz , �', .,erg _0 4 � :+M nnnnin be b a ef CF + ,i f the City, } —th ,{ai'ati the i a3 does not "Wif ARTICLE 3 THE PROJECT 3.1 The '�r',H�� -'+�.1�kEci'.. -The lyli'3 j ect i5 intended to enhance the proposed implementation of a development within the Zone as a whole, as more fully described in the Plan, 3.2 . s ,Projg t ADescriotion. The Gity Impt-evemeffPrc:>ject consists of improvements to the Slaoredine of'Sylvan Beach Park as more. fully described in the: Pro ect Agreements 'nfe as the Southeast Sanitary Sewef together with any modifications, alternates or phased construction approved, in writing, by parries to eiie Prq'ject. Agreemems. the G4Y arst � g aR eanstrustien manager. for- the Zone Beard and e x er ;--The Gk Impfevements NcJect shall include all engineering, legal and other consultant fees and expensesCity allowed by the Project Cooperation AOTeetnei7t. y 3.3 Additional Proieets_ This Agreement does not apply to any projects not specifically defined herein unless this Agreement is amended to provide for the design and construction of such additional projects. ARTICLE 4 Page 5 of 15 DUTIES AND RESPONSIBILITIES OF THE CITY AND COUNTY 4.1 Res ansi siiities of -the C;i 7 The City hm nitered Into Project Agree nients with the State through the C:il.,t) +�1-7c � ��1.: ��s i�� in regard to the final design. bidding and con rutnti€ n flinding of the -'project. The City; agrees to comply with the coven.-mts and agroements contained within the Prq#ecf A-reLments. -rr-- --_ --__-- a-- .-----------__ ......,_......... ...._� ...b..�_«.,., ........� �»._.....Y».,..� ...,.,.. gam., �.......,.,.1....� • •.aFvxx a dabove, . , belaw. 4-4-4.2 j?rcrj,L* Com-p-letioar. Upon completion of a the 1'paiect eefi#aet fela of the Gity lmpr-Ewements, the City shall provide the Authority, Zone and County with a final cost summary of all costs associated. with the. Project. l �a�� and show. that all amounts oaring to contractors and subcontractors have been paid in full as evidenced by customary affidavits executed by such contractors. the City shall also provide verification to the Zone, Authority and County that the Project was constructed its aut priced by- the. GM 4.3 R!c,5Ronsibilities of the ("ounty. Ulion receipt of that the Project WM vs'as constructed as auffiori:eed by ihe (MO. the C'ottn+y shall assist Ciao 0), is .6 r ' ikl the maintenance an# annual reporting required by s�rticle 4.03 (B) and (() of'the S�acci �l :l cx unien.t No SU 20()8()t ARTICLE 5 PROJECT FINANCING AND FUNDING 5.1 Tixe_C C veloprrcnt CoMgration. and County ,:dvances. Page 6 of 15 NO M-11 (a. Fhe Deg op €nert€ f`n c City ti m. iect _ -; has advanced die City $700,000 to be used the Ci.€; the Project. U�r�#e�.�` 1� �'�•�..� '--- "-11' to be _' To the extent possible. the Cite ivill expendTbligatic' badsbetween tfzeT i.elopmentCorpc,)ration antip to Elie Cour ry,sillaxirrum ittrib etic rt c>l fi0(l,t)li(1.00- After completion of the _; the City weeagrees to return te-#he respective funds of the Deveporation and the Countyy �s remaining after the City has met the fund_r cantaaned iri the?g#.�---- Cooperation Agreement. eAQJkCXt64,CY ty�, b Interest on each ' Advance accrue at a rate equal to the prime commercial lending rate of Chase Manhattan Bank, National Association, or any successor to its commercial banking activities, plus one percent per annum, compounded semiannually, whether such casts, fees, or expenses are paid or incurred before or after the effective date of this Agreement. 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 of 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). (c) The Y 5.2 Repayment of Advances. (a) In consideration of the construction of the Project Gity�'_, the Authority shall begin repaying the G*Advances, and shall continue such repayment until repaid in full, Page 7 of 15 on the earliest date that f mds are available from any of the following sources, and solely from such sources: C (i) proceeds from the sale of the Authority Bonds, as set forth in subsection }, (ii) the Net Tax Increment, subject to the limitations set forth in subsection (b) To the extent that. t4nds from the sotcces Usted above are itlsuil" ° Est on any scheduled state for the repayment of Advances, to repay all outstanding A -atices infull. repayment of` Advan.ce:s shall be made eq y on a pro rata bans betweel the Developmen( Corporation and the Cowity- on the basis ol'monies available for repayment. As provided herein, the Authority shall issue one. or more series of Authority Bonds at the a liest feasible date, which .Authority Bonds will be secured by a pledge of the Revenue Fund. The net proceeds of the Authority Bonds shall be deposited to a spacial fund of the Authority, and shall be used by the Authority to reimburse the Development Corporation and the County for the full. amount (or such portion thereof as is deemed by the Authority as supportable by available Tax increment as provided below) for eligible Gh5-l:)evc1opr cnt Corporation and the County Advances, plus interest. Such Authority Bonds shall be sold. within 120 days (or such other period as may be agreed by the Parties) of a written request therefore- from the the Development Cortvraion and the County- provided that the City's Net Tax Increment (based upon the tax valuation of the Zone as certified or estimated by the Harris County Appraisal District, or its successor) expected to be generated with respect to available Tax Increment is sufficient to support the applicable Authority Bonds bearing interest at the then -current rate of interest as determined by the Authority's financial advisor for comparable issues, after'. taking into account the portion of the City's Net Tax Increment required to pay any outstanding Authority Bond issued for any purpose, including Authority Bonds issued to refund outstanding Authority Bonds. The City's Net Tax Increment is determined as the total Net Tax increment, less any amounts that are used or to be used to determine eligibility of developers within the Zone for reimbursement of advances to the Authority for construction or anticipated construction of public improvements under the Plan pursuant to reimbursement agreements approved by the Authority, either now or during the life of the Zone. } In addition to the Gity's Development Corporation's acid the C aunty's right to reimbursement from Authority Bond proceeds, upon request from the-Gity Development C`gtporatiott and the County, the Authority shall reimburse the � ty G1''�`4)evtlL?pmei]t CoI'[331i�iitC�ii and the County � Advances, plus interest; from. the City's Net Tax Increment (computed as above) accumulated in the Revenue Fund and available in accordance with the priorities e ibed in Section 5.3, below. . } At such time as funds are available to pay all or any portion of the Developinent Corporation Corporation and the County Advances made hereunder, the Authority shall hire a certified public to calculate the amount due the Gity- Development Corporation and the Coimty and prepare and submit a report to the Authority certifying (1) the amount due the C Development Corporadon and the County for the G45�- De-velopim-nt Corporation and the County Advances being repaid with interest calculated thereon, and (2) that funds are available to make such payment. Such report shall be approved at tbf earliest practicable time, but not later than 90 days Baggy: 8 of 15 after submi ion by the Development Corporation acid the Covinty � of the records required therefor. he Authority shall mare payment to the Gk)) Dcvclupsnent Corporation and the County ithin 30 days of approval of the auditor's report. The Authority -shall provide to the amity-Devdopinent Cotponation and the County, upon die- their written request-ef4he-C*y, and on the earliest date such infofmation is available after the date of such request, certified copies of all statements of revenue and the sources of such revenue of the Zone and Authority the intended use of which is to verify the availability of funds for repayment of the City Advances, if applicable, under this section. 5.3. Priori es. mounts deposited in the Revenue Fund shall be applied in the following order of riority (i) disbursement to LPISD,-if applicable, for educational facilities in accordance with terlocal qud ment with LPLSD, the City acid the Zone; (ii) administrative costs of the Zone a e Auth(iii) amounts pledged or required for the payment of outstanding Authority onds, iin Authority Ponds in the process of issuance and refunding Authority uds, andpa nts to� C*, -D velopn'tent� C',`orparation and the (;outit'y pursuant to S ction. 5,2(� above. VA 5.4. Multiple &ge pers,,a jLQjfy IN�I-nent Co.Moration and the Comil.y. The Authority has entered into other. agreements with developers of land within the Zone for the financing of Zone (improvements, and may enter into others. It is the intention of the parties that each developer shall be responsible for the creation of Tax Increment required for its own reimbursement. In such case, the Tax Increment generated within a developer's project as defined in the applicable reimbursement agreement shall not be considered in determining whether sufficient Not Tax Increment exists for the issuance of Authority Bonds, or direct payment of available Net Tax Increment, for reimbursement of Git�- Advances unless the applicable developer shall give its written consent thereto. The net proceeds of Authority Bonds issued to reimburse multiple developers and the Gity Development C::oq)oration and 4+a Count; shall be allocated based upon the proportion of Tax Increment generated by each developer, or such other method as the developers may agree upon, and any unallocated Tax Increment shall be used for calculation of the City's Net Tax Increment and reimbursement of Gity Advannces. ARTICLE 6 DEFAULT 6.1 Default (a) If any Party does ngt perform its obligations hereunder in substantial compliance with this Agreement, in addition to, the other rights given the other Parties under this Agreement, such non -defaulting Parties may enforce specific performance of this Agreement or seek actual damages incurred by the � Dev cloPmQnt Corporatiou and 4he C buaty for any such default.. (b) The Party alleging default shall provide written notice to the other party of such default, and the defaulting party shall have 60;.days to remedy the default prior to the declaration of any default hereunder. Page 9 of 15 after subixi4on -by'the Dewelppj=nt COg6rat an� the County QV -of the records required y thewfor. /'Ae Authority shall make, paytt ent: to the -Developmeftt Cor � io the po ation and County.-Olthin 10 -days zf'-appxqv41 of &eiaudi:t6?s-repoxt 4!��Tzr hev�itt 4Au icty u st Ghy-Deyelbrpn�ent:Corporatioll and the County, u�an-earliest date such infkmation i� available, T after the 4M of tvcb reqi4pst, -certifie4 copies of all statements of revenue and the sourm of sUch revenw-of"the Zonrel and Authwity the. intended use of which is to vefifylthe. availability of funds forxepaymcut of the sty A _t �1�, apolicable, under thisseq. : ion. .in the :Revenue Pond. shall be. applied tin The f6tlow%4r 6T&T.-cif - disbursoment-16 LP10,1fiapplictible, fb reducational fads wes in aceLPISD ft, accordance -city �and tkZone;.(i1):ad iMill istratNe costs of the Z6ne -d he Aut city,(111): "Wits pkdge.4-or rqqWkod for. the payment of issluaioe and outstanding Auto -J RBonds including Aithwity. in: lhe,. prodes�s of- C.. -bv. tine Sowhonst SWWY.� refunding Autholl", 'Pwnents- to the 'ity i,. Stara on ilh. 7.''. C 11 WS r $ewer lka: S DevdOpm a Ag. da 614 1(y t . G - e 4 ev -,�tf n anal -the t6d_ 2 cots the Gity D 6�ppmenl: Coipoi ID 11 Gobi ty ity li. mitt to "Se.odda 5; 5.4: 'Mi-ilthole developers-k The - Authority has entered into. other 49reements with develoVem of land within the -Zone for the, financing. 6f7kne *m.provz=.nts,. and rftay biter :ln jooilieis. It is the intention. of the parties that each developer shalt .be. -responsible for the qr*wn. of Tax. Incremen;f required for its: own: reinibur8ment., In sqch case, the Tax Increment gencratdA witlzi a. a-ay..'elopet's. project as d-ofined I:- the oppli w-hle ---re1m6-as6Itiw. t agrearnimt, - sliaO not. bx considered in determiniII& whether :sufficient ficientTOXr. Crew :ex for: the issuance ofAuthont Bonds, or direct payment OfL aVaflabje :XeJ' Tax Incrernent: fpr. tej#,VrSo Advawe iinloss.. the jioablo 4ev6lopci shtligift is wflift consent theto, The not goce-eds - of Authority. Bonds: issued to rdimbuitQr multiple devel'OM4 and the. Oty Devif[O � Goipo%fignead4he - 7�bu4ihaff be allo ated .KqpoFrjon-- of Tax" 1herernent generattd .eaell oter' raetho'd as: the de-yelopers may agree Upon,. and any-nr allocated nx� ' Twement: shall be -used for calculation. -of '&e City's NetTaxIncrement ARTICLIE 6 j) Jrf any Party, do es licit perform its; obligations horewder in substantial compliance with-this-Agreernent, inaddition to'the other rights, gxyerl the othey ?##e iinder-flu's Agreement, such non -defaulting Parties may enfOorcespeC.r'5nc�pelfoi-nam-ebf tW'§-ASreOM60 or SO& :Oct.oai damags'ffiqirre4 by the-V,lyVdjPjj30jit.r ion ty,for airy :SUCh.daWt.Q Prage 9 of 15 ARTICLE 7 GENERAL 7.1 Ins ections audits. The City agrees to keep such records with respect to the Gity Project 4"revemeios and all costs associated therewith as may be required by the Authority, the Zone, or by State and federal law or regulation. The City shall allow the Zone access to, and the Zone shall have a right at all reasonable Humes to audit, all documents and records in the Cityy's possession, custody or control relating to the Project 3 that the Authority deems necessary to assist the Authority in determining the City's, Deyclopmerrt Corporation's and the Comity's compliance with this Agreement. 7.2 City operations and employees. All personnel supplied or used by the City in the performance of this Agreement shall be deemed employees, contractors or subcontractors of the City and will not be considered employees, agents, contractors or subcontractors of the Zone or the Authority for any purpose whatsoever. The City shall be solely responsible for the compensation of all such contractors and subcontractors. 7.3 Personal liability of public officials, „legal relations. To the extent permitted by State law, no director, officer, employee or agent of the Zone or the Authority shall be personally responsible for any liability arising under or growing out of the Agreement. THE PARTIES smALL INDEMNIFY AND SAVE HARMLESS EACH OTHER AND THEIR RESPECTIVE OFFICERS. REPRESENTATIVES AND AGENTt FROM ALL SUM ACTIONS,.OR CLAIMS OF ANY CHARACTER BROUGHT FOR OR ON ACCOUNT OF A.NY, INJLRIES OR DAMAGES RECEIVED, BY ANY P4ka PERSONS OR PROPERTY RESULTING FROM THE NEGLIGENT ACTS OF SUCH PARTY, OR ANY OF ITS AGENTS OFFICERS OR REPRESENTATIVES IN PERFORMINQ ANY OF THE SERVICES AND ACTIVITIES UNDER THIS AGREEMENT. The expenses of the Zone or the Authority with respect to this section or Section 7.15, below, shall be satisfied from uncommitted City Net Tax Increment. 7.4 Notices. Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation 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: La Porte Redevelopment Authority 604 W. Fairmont Parkway 'La Porte, Texas 77571 Attn: David Hawes Cc: John Joems Reinvestment Zone Number One Page 10 of 15 La Porte Development Corporation 604 W, Fairmont Parkway LaPorte, Texas 77571 H.axris County 604 W, Fairmont Parkwayy La Porte, Texas 77571 Attn: 36lneer-R lDavld .Hawes Co. John Joems City of La Porte 604 W. Fairmont Parkway LaPorte, Texas 77571 Attn; City Manager 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 acivally received by, the Authority, the Zone, or the City, as the case may be. 7.5 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 an4 the City, tiie Development Corporafton and the C€ unly. No course of dealing on the part of the Parties, nor any failure or delay by one or more of the Parties, with respect to exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, except as otherwise provided in this section. 7.6 Invalidity. In the event that any of the provisions contained in this Agreement shall be held unenforceable in any respect, such unenforceability shall not affect any other provision of this Agreement. 7.7 Successors and assigns. All covenants and agreements contained by or on behalf of a Party in this Agreement shall bind its successors and assigns and shall inure to the benefit of the other Parties, their successors and assigns. 7.8 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. 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. 7.9 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, as such laws are now in effect. Page 11of15 7.10 Entire Azeenient. THIS WRITTEN AGREEMENT REPRESENTS THE FINIAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE Pftw .THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. - 1A 7.11 Term. This Agreement shall be ' rce and effect-'fitmr-tb"e'-date of execution hereof for a term expiring on the date tha Advances have been repaid in full, r January 1 of the year following the expiration of the .Zone. f r 7.12 Time of the essence. Time is of the essence with respect to the obligations of the Parties to this Agreement. 7.13 A roval -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 conditioned, withheld or delayed. 7.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed together shall constitute but one and the same instrument. 7.15 Legal costs. If any Party hereto is the prevailing party in any legal proceedings against another Party brought under or with relation to this Agreement, such prevailing Party shall additionally be entitled to recover court costs and reasonable attorneys= fees from the non - prevailing Party to such proceedings. 7.16 Further assurances. Each Party hereby agrees that it will take all actions and execute all documents necessary to fully carry out the purposes and intent of this Agreement. 7.17 Effect of Tri-Puty Agreement. The obligations of the Parties hereunder are specifically conditioned upon the approval, execution, and effectiveness of the Tri-Party Agreement. Page 12 of 15 [EXECUTION PAGE FOLLOWS] Page 13 of 15 IN WITNESS WHEREOF, tho parties hereto have caused this instrument to be duly executed as of -2006.2010. REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS By: Name: Title: LA PORTE REDEVELOPMENT AUTHORITY Name: Title: La Forte Development L A PORTE 1)EVE�L OPME N T CO.RPO,R - TION Title: HARMS COI)I 'I'Y By Narne: "rifle: v Page 14 of 15 Fags 15 of 15 LA PORTE REDEVEI.OPMLNT AUTHORITY, CITY OF LA PORTE, TEXAS AGENDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials 5. Receive report and ratify payments with regard to Wharton Weems/State Highway 146 interchange project. NOTE: The following payments were reviewed and approved by the City of La Porte since the last meeting of the Board of Directors: Jones & Carter, Inc. Port Crossing Land LP Total Pay Estimate 43 $ 2,674.00 Wharton Weems project 67,002.00 F LA PORTS REDEVELOPMENT AUT11oRITY c/o Hawes Hill Calderon LLP P.Q. Box 22167 Houston TX 77227-2167 713-595-1200 or FAX 713-595-1295 $ 64,676.00 .e aoueleg MON paennlod aoueleg t02�t�9 }unowVjoayo sllsodap aoueleEj snolna�d elgr}onpaQ.xe_L — :.)afoad swaaM uoq-je4m Joj dl puel 6ulssoia ..rod of 9440 O�OZ/6/Z a}e. XON �loeyO a J 0 QS u� z ,r aT2E -Y J U � Ln �o0u G 4 0 3 xcalesLLL. i LA POPTE, TEXAS February 8, 2010 Mr. David Hawes Hawes Hall Calderon 10103 Fondren, #300 Houston, Texas 77096 RE: SH 146 and Wharton Weems Construction Phase Service Dear David, The attached proposal for payment to Port Crossing Land (PCL) has been reviewed by the City. While we agree with the majority of the expenses listed, we do have a small issue with the $69,250.28 for Jones & Carter Design, so we are recommending a payment of less than the amount indicated in the attached proposal. The amount listed for Jones & Carter Design is $20,250.28 over the original estimate of $49,000. The payments to Jones & Carter Design were made prior to the negotiation of the contract. Because the La Porte Tax Increment Reinvestment Zone #1 and the Redevelopment Authority are referred to collectively as "City" in the agreement, we would feel more comfortable if the TIRZ Board reviewed the circumstances surrounding that additional $20,250.28 before we pay it. To that end, a payment of $67,002.00 is recommended for PCL at this time. I have enclosed a brief summary of our calculations for your reference. Please process this pay application upon receipt. If you have any questions, please let me know. You can reach me by phone at (281) 470-5017 or via email at osbornes@laportetx.gov. Warm regards, �J Stacey Osborne Economic Development Coordinator City of La Porte cc: John Joerns, Assistant City Manager 4 LA PORTE BY TH E BAY 604 W. Fairmont Parkway La Porte, Texas 77571 281/471-5020 !oerns, John From: Ryan Lovell[rlovell@nationalpropertyholdings.com] Sent: Tuesday, June 29, 2010 1:09 PM To: Joerns, John; David Hawes; Osborne, Stacey Cc: Russell Plank; Tim Geisler Subject: RE: missing information for Wharton Weems Attachments: RE: missing information for Wharton Weems John - I am referring to the $20,250.28 Jones & Carter was over the original estimate of $49,000. Although, the charges seemed reasonable you had wanted the TIRZ to review and approve before payment. See attached email from Stacey from back in February with all the details. Also, 65 Laporte was to be notified of the overage so as to let them know how all the budget monies were spent. Thanks, Ryan Lovell National Property Holdings, LP 3330 S. Sam Houston Pkwy. E. Houston, TX 77047 713-578-1211 Direct 713-826-3878 Cell 713-578-1234 Main From: Joerns, John [mailto:JoemsJ@laportetx.gov] Sent: Monday, June 28, 2010 8:41 PM To: Ryan Lovell; David Hawes; Osborne, Stacey Cc: Russell Plank; Tim Geisler Subject: RE: missing information for Wharton Weems Ryan I ar?n back in today andI thought we already authorized the check some time ago --I have asked Stacey to see what is up. I do recall not wanting to have you cover 65 La Porte ltd funds --didn't want to mix them up. We will get back JJ From: Ryan Lovell[mailto:rlovell@nationalpropertyholdings.com] Sent: Thursday, June 24, 2010 1:48 PM To: Joerns, John; David Hawes; Osborne, Stacey Cc: Russell Plank; Tim Geisler Subject: RE: missing information for Wharton Weems John, I am checking on the status of the remainder of the TXDOT signalization refund form the TIRZ. I know you had notified 65 LaPorte of the fact the engineering (Jones & Carter) total exceeded the original budget amount to ensure there was no objection. The total escrow account was exceeded by $3,841.08 and fort Crossing is willing to absorb this amount in order to expedite the rest of the refund. To date I am unaware of any response form 65 LaPorte. Can the TIRZ proceed with refunding Port Crossing the remaining balance due? Please advise. Ryan Lovell National Property Holdings, LP 3330 S. Sam Houston Pkwy. E. . Houston, TX 77047 713-578-1211 Direct 713-826-3878 Cell 713-578-1234 Main From: Joerns, John [mailto:JoernsJ@laportetx.gov] Sent: Wednesday, January 06, 2010 4:15 PM To: David Hawes; Osborne, Stacey; Ryan Lovell Subject: RE: missing information for Wharton Weems Ryan I went over everything with Stacey when I returned. The approach for Port Crossing is ok with me in theory. HOWEVER- the agreement states that the city will notify the Owners (Port Crossing and 65 La Porte) when we are aware that the costs exceed the escrowed amount and it further states that the Owners have 15 days to fund the additional monies. Won't be looking for additional funding from Port Crossing at this time because of the pre -payment of design expenses but obligated to send to 65 La Porte. Feel obligated to let 65 La Porte know and will be doing the letter per the contract. Let's visit by phone tomorrow. From: David Hawes [mailto:dhawes@h�cllp.com] Sent: Sunday, January 03, 2010 8:14 PM To: Osborne, Stacey; Ryan Lovell Cc: Joerns, John Subject: RE: missing information for Wharton Weems I am fine with that approach. David From: Osborne, Stacey [mailto:OsborneS@laportetx.gov] Sent: Thursday, December 31, 2009 3:32 PM To: Ryan Lovell Cc: David Hawes; Joerns, John Subject: RE: missing information for Wharton Weems Hi, Ryan. Your proposal looks reasonable to me, but since I came on board in the middle of this project I'd like to chat with John and David before I take action on it. They should both be back next week and I have calls and/or emails in to both of them to discuss this when they return. I'll keep you posted, but I intend to wrap it up as soon as possible so you can have something concrete to take to your shareholders. Thank you for your help and cooperation. Have a safe and happy new year! Stacey From: Ryan Lovell[mailto:rlovell@nationalpropertyholdings.com] Sent: Wednesday, December 30, 2009 10:08 AM To: Osborne, Stacey Cc: Joerns, John; Tim Geisler; Russell Plank; David Hawes Subject: RE: missing information for Wharton Weems Importance: High Stacey, Port Crossing Land (PCL) is in agreement with your expense summary. Given the "Approved Budget", as part of the Funding Agreement executed Dee 17, 2008, was $400,000 it seems the amount previously funded by PCL and 65 LaPorte was exceeded by $3,841.08. On behalf of PCL, I'm inquiring as to how PCL will be refunded the money it paid "out of pocket". Let me suggest the following: PCL Paid the following invoices "out of pocket": $69,250.28 Jones & Carter Design $ 9,764.00 TEDSI $ 8,238.00 Haynes & Boone (Legal) $87,252.28 Total Deduct 50% of the overage on the "Approved Budget": $1,920.54 (50% of $3,841.08) Refund check due to PCL: $85,331.74 �� L� r oz G" " This will square up the City and PCL. Then, 65 LaPorte can contribute another $1,920.54 for their half of the overage on the "Approved Budget". Please let me know your thoughts and when we can anticipate receiving our refund. Thank you for all your help. Ryan Lovell 713.578.1211 Office 713.826.3878 Cell NATIONAL PROPERTY HOLDINGS 3330 S. Sam Houston Pkwy. E. Houston, Texas 77047 z This e-mail, including any attachments, is intended solely for the personal and confidential use of the sender and recipient(s) named above; it may include advisory, consultative, and/or deliberative material and, as such, would be privelaged and confidential, and not a public document. If you have received this e-mail in error, you may not review, transmit, convert to hard copy, copy, use or disseminate this e-mail or any attachments to it and you should delete it immediately. From: Osborne, Stacey [mailto:OsbomeS@laportetx.gov] Sent: Wednesday, December 30, 2009 9:14 AM To: Ryan Lovell Cc: Joerns, John Subject: RE: missing information for Wharton Weems Ryan, I mailed a purchase request letter to David this morning for the amount due to Jones & Carter. I realized after reviewing it that we had already paid one of those invoices (invoice no. 155718 for $2,674), so the total due was $4,151.50. I compiled a spreadsheet with an expense summary for the project that is attached to this email; if you need the back-up to provide to your shareholders I'll be happy to make a hard -copy for your reference. Let me know if you have any questions, problems or concerns. I appreciate your patience and cooperation as we worked through all of this. Thank you! Stacey Stacey Osborne Economic Development/Main Street Coordinator City of La Porte 604 W. Fairmont Parkway LaPorte, TX 77571 www.laportetx.gov 281-470-5017 office 281-639-4617 mobile From: Ryan Lovell[mailto:rlovell@nationalpropertyholdings.com] Sent: Tuesday, December 22, 2009 3:06 PM To: Joerns, John; Osborne, Stacey Cc: David Hawes; Russell Plank; Tim Geisler Subject: RE: missing information for Wharton Weems John and Stacey, Attached is a revised letter per your request. Thank you for all your help. Ryan Lovell 713.578.1211 Office 713.826.3878 Cell NATIONAL PROPERTY HOLDINGS 3330 S. Sam Houston Pkwy. E. Houston, Texas 77047 This e-mail, including any attachments, is intended solely for the personal and confidential use of the sender and recipient(s) named above; it may include advisory, consultative, and/or deliberative material and, as such, would be privelaged and confidential, and not a public document. If you have received this e-mail in error, you may not review, transmit, convert to hard copy, copy, use or disseminate this e-mail or any attachments to it and you should delete it immediately. From: Joerns, John [mailto:JoernsJ@laportetx.gov] Sent: Tuesday, December 22, 2009 2:38 PM To: Osborne, Stacey Cc: David Hawes; Ryan Lovell Subject: RE: missing information for Wharton Weems Stacey As long as you have documentation of the other payments we were missing ----The letter looks okTo revise with a current date —1 think we should add something like —".......Agreement with the City of La Porte dated xx/xx/xx—(and obviously the date of agreement should pre -date the invoices). (I can't believe that Cotton Surveying thing a separate proposal but was never explained that fees were run thru J and C-go figure). If back up we asked for is in go ahead and get ready for payment —We should footnote the spreadsheet to explain the pre -construction payments and the Cotton Surveying. Final checks cut to the vendors should state" full and final payment". I will be back Jan. 5th From: Osborne, Stacey Sent: Monday, December 21, 2009 4:50 PM To: Joerns, John Subject: FW: missing information for Wharton Weems Importance: High John, I just spoke with Ryan, and I think his email and our discussion sufficiently answers my questions. He said that Russell has a shareholder meeting on January 7 and would like for this to be resolved; I think that is definitely do -able. The letter authorizing payment has a date of May 27, 2009;1 think it should have a current date on it. Otherwise I think it will suffice for us to go ahead and process the payment. Unless I hear otherwise from you, I will write the letter authorizing the payment for the outstanding Jones & Carter invoices as soon as I return on Tuesday (12/29).1 will also update the spreadsheet at that time so we can get everything squared away with Russell in time for his shareholder meeting. Thank you, Stacey Stacey Osborne Economic Development/Main Street Coordinator City of La Porte 604 W. Fairmont Parkway LaPorte, TX 77571 www.laportetx.gov 281-470-5017 office 281-639-4617 mobile From: Ryan Lovell[mailto:rlovell@nationalpropertyholdings.com] Sent: Monday, December 21, 2009 2:38 PM To: Joerns, John; Osborne, Stacey Cc: David Hawes; Tim Geisler; Russell Plank Subject: RE: missing information for Wharton Weems Importance: High John and Stacey - I hope the following clears up any remaining questions and hopefully we can close this project out: Coastal Testing- The actual amount of work performed should be less than the budgeted amount. There should be no more outstanding invoices in my opinion as Coastal Testing was invoicing the City directly. Jones & Carter — I've attached backup from Port Crossing for payment of $69,250.28 to Jones & Carter. Port Crossing is now requesting reimbursement of these funds. I am also attaching a letter from Port Crossing authorizing the City to pay "Post Agreement" invoices directly to Jones & Carter for Construction Staking and Construction Phase Services. Cotton Surveying- Cotton Surveying is a division of Jones & Carter and was included as part of the Jones & Carter invoices. No separate payment is required. I1 you have any more questions, please contact me. I'd appreciate an update as to when you anticipate reimbursement to Port Crossing will be made. We had hoped to receive reimbursement by the end of 2009. Thank you, Ryan Lovell 713.578.1211 Office 713.826.3878 Cell NATIONAL PROPERTY HOLDINGS 3330 S. Sara Houston Pkwy. E. Houston, Texas 77047 This e-mail, including any attachments, is intended solely for the personal and confidential use of the sender and recipient(s) named above; it may include advisory, consultative, and/or deliberative material and, as such, would be privelaged and confidential, and not a public document. If you have received this e-mail in error, you may not review, transmit, convert to hard copy, copy, use or disseminate this e-mail or any attachments to it and you should delete it immediately. From: Joerns, John [mailto:JoernsJ@Iaportetx.gov] Sent: Thursday, December 03, 2009 1:44 PM To: Ryan Lovell; Osborne, Stacey - Cc: David Hawes Subject: FW: missing information for Wharton Weems Ryan My responses and follow up is in red —the names are who I think can follow up —Stacey is pretty busy today and tomorrow with a Christmas festival —so visiting with her will be tough until Monday at the soonest. 10 Thanks Call if needed JJ -----Original Message ----- From: Osborne, Stacey Sent: Wednesday, November 25, 2009 10:38 AM To: Joerns, John Subject: missing information for Wharton Weems (I have put my responses in red -before we send out would like David to review and Stacey if you see anything wrong? (City agreement the authority to manage the project and bills) John, I've gone through every file, and this is where I stand: HAYES & BOONE- (pre-const and City agreement) - I have all invoices and backup TEDSI--(pre-const and city agreement) - I have all invoices and backup DURWOOD GREEN (Const. Contract with city) - I have all invoices and backup —(and final payment has been made) COASTAL TESTING - I have invoices and proof of payment totaling $5,055. The amount budgeted for them was $10,413 so I presume there are invoices outstanding or to come. (may not be anymore -need to verify) -Stacey? JONES & CARTER - I have all invoices - I lack proof of payment for the pre -agreement invoices.(need from Port Crossing) -Ryan? I have proof of payment(from Russell or the city) for all but two Construction invoices - The two outstanding invoices total $3815.50. They are all construction phase invoices, and they are dated 6/5/09 and 11 /6/09. The invoices were given to Rt sell, who told them to invoice us. They sent me the invoices, and when I spoke with David he said that he just needs a letter from Russell stating that he has not paid those invoices, and it is Ok for us to pay them (since their contract was with Port Crossing- the city has authority to pay thru our agreement with the developers --but I agree that letter from Port Crossing would be good for files -- also need to know that this is a final) -Port Crossing -Ryan? (And Stacey) 11 COTTON SURVEYING - All I found was an estimate for $2,200. I have not seen any invoices or evidence of payment.(we need to call J and C and confirm that Cotton was or is them) (Debbie W. led me to believe it was--- and surveying for constriction was invoiced thro J and C. their confirmation letter could also address this.) —Stacey? I've put everything above into a spreadsheet. Once I get the missing information I'll add it to the spreadsheets and give you copies of everything. Let one know if you need me to track anything else down. Thanks, Stacey Stacey Osborne Economic Development/Main Street Coordinator City of La Porte 604 W. Fairmont Parkway LaPorte, TX 77571 281-470-5017 office 281-639-4617 mobile 12 Payment Summary: Port Crossing February 2, 2010 Expense PCL Proposal City Proposal Jones & Carter Design $ 69,250.28 $ 49,000,00 TEDSI $ 9,764.00 $ 9,764,00 Haynes & Boone (Legal) $ 8,238.00 $ 8,238.00 TOTALS: $ 87,252.28 $ 7;002.00 Total due to PCL (50% of total amount): $ 43,626.14 $ 33,501.00 LA PORTE BY THE BAY 604 W. Fairmont Parkway La Porte, Texas 77571 281/471-5020 Payment Summary: Port Crossing February 8, 2010 Expense PCL Proposal City Proposal Jones & Carter Design $ 69,250.28 $ 49,000.00 TEDSI $ 9,764.00 $ 9,764.00 Haynes & Boone (Legal) $ 8,238.00 $ 8,238.00 Total due to PCL $ 87,252.28 67,002.00 e5 4, f. 41, E LA PORTS BY THE BAY 604 W, Fairmont Parkway La Porte, Texas 77571 281/471-5020 City of La Porte Established 1892 September 4, 2009 Mr. David Hawes Hawes Hill Calderon 10103 Fondren, #300 Houston, Texas 77096 RE: SH 146 at Wharton Weems Blvd. Turn Lane — Pay Application Dear David, The attached pay estimate #3 has been reviewed by the City of La Porte and .approved for payment. A payment of $2,674 is recommended. Please process the enclosed pay application upon receipt. Sincerely, eb '(5'Westbeld Economic Development Coordinator cc: John Joerns, Assistant City Manager LAPORTE REDEVELOPMENT.AUTHORITY CONSTRUCTION..: 2500 TANGLEWILDE ST.5TE 250 NOUSTONI TX 77063 :Pay to the Date order of .'JONES `& CARTE I NC TWO THOUS;WND S 1 X }iUN RED SEVENTY--F.b . of Texas - AmegyBank'N A. P.O. 0=27459 Houston, Texas 77277-7459 - - - 713.235.8800. bank Memo i.:'i i 30 rk i,Z 58E., 0.1 �--' J 0 N E s& C A R T E R, , Nc. �..► ENGINEERS -PLANNERS -SURVEYORS 6335 Gulflon, Suite 100 N0u5Wn,Texas 77081-1169 Mr. Ryan Lovell, PE Port Crossing Land, L.P_ 3330 South Sam Houston Parkway East Houston, TX 77047 TEL 713 777 5337 FAX 713 777 5976 �v�i August 11, 2009 Project No: 05417-001-01 Invoice No: 0155718 Project 05417-001-01 SH 146 and Wharton Weems Construction Phase Service Professional Services from June 21 2009 to August 1 2009 Task 300 Construction Phase Services Professional Personnel Construction Engineer I Department Manager Project Engineer Engineer III Totals Total Labor Hours Rate Amount 5.25 76.00 - 399.00 3.50 170.00 595.00 3.00 150.00 450.00 11-60 90.00 1,035.00 23.25 2,479.00 Task 600 ,lob Site Representative Services Professional Personnel Project Representative Ill Totals Total Labor 2,479.00 Total this Task $2,479.00 Hours Rate Amount 3.00 65.00 195.00 3-00 195.00 PLEASE INCLUDE INVOICE NUMBER(S) ON REMITTANCE THANK YOU- 195.00 Total this Task $196.00 TOTAL THIS INVOICE � $2,674.00 LA PORTE REDEVELOPMENT AUTHORITY, CITY OF LA PoRTE3, TE xAs AGL-NDA MEMORANDUM TO: La Porte Redevelopment Authority Board of Directors FROM: Executive Director SUBJECT: Agenda Item Materials Consider approval or other action with regard to Authority invoices. E, LA PORTE REDEVELOPMENT AUTHOWTV c/o Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2157 713-595-1200 or FAX 713-595-1295 La Porte Redevelopment Authority Cash Flow Report, August 25, 2009 - February 24, 2010 Cleared Bank Operating Account For Amount Subtotal Total Beginning fund balance, 7/31/2009 $ 317,397.18 8/31/2009 Interest deposit (0.400%) interest $ 105.25 9/30/2009 Interest deposit (0.360%) interest $ 77.92 10/15/2009 City of La Porte county TIRZ payment $ 196,067.00 10/30/2009 Interest deposit (0.300%) interest $ 91.25 not verified Interest deposit, November interest $ 73.20 12/31/2009 interest deposit, December (0.15%) interest $ 36.70 1/29/2010 Interest deposit, January (0.10%) interest $ 28.41 Total, revenues $ 513,876.91 $ 513,876.91 Cleared Bank Expenses Checks paid., 8/27/2009 #107 City of La Porte 5912 (admin fees) $ 39,350.07 8/27/2009 #108 Hawes Hill Calderon Inv 3316, 3329, 3363 $ 7,709.44 9/3/2009 #106 McCall Gibson Swedlund Sarfoot PLLC AUP report $ 5,000.00 not verified #117 Port Crossing LP developer reimbursement $ 165,769.15 not verified #118 Hawes Hill Calderon Inv 3385, 3400, 3422 $ 7,937.24 Total, Checks paid $ 225,765.90 Checks outstanding None Total, Checks outstanding Checks submitted for approval 2/2412010 #119 Patillo Brown & Hill LLP #120 Hawes Hill Calderon LLP Total, Checks submitted Total expenses Fund balance, Operating Account as of February 24, 2010 interim billing, audit $ 3,000.00 Inv 3514, 3466, 3515 $ 7,552.62 $ 10,552.62 $ (236,318.52) $ 277,668.39 La Porte Redevelopment Authority Cash Flow Report, August 25 - February 24, 2010 Cleared Bank Construction Account For Amount Subtotal Total Beginning fund balance, 7131/2009 $ 231,435.42 8/31/2009 Interest deposit (0.400%) interest $ 76.89 9/30/2009 Interest deposit (0.300%) interest $ 41.77 10/30/2009 Interest deposit (0.300%) interest $ 34.78 not verified Interest deposit interest $ 21.26 12/31/2009 Interest deposit (0.15%) interest $ 11.39 1/31/2010 Interest deposit (0.10%) interest $ 8.82 Total, revenues $ 231,630.33 $ 231,630.33 Cleared Bank Expenses Checks paid.• 8/1712009 #110 Coastal Testing Laboratories, Inc. 8/31/2009 #111 Durwood Greene Construction Company #112 check not used 9/16/2009 #113 Jones & Carter, Inc. 11/16/2009 #114 Durwood Greene Construction Company Total, Checks paid Checks outstanding none Total, Checks outstanding Checks submitted for approval February 24, 2010 $ 5,055,50 Pay App #2 $ 82,785.60 void $ - Pay App#3 $ 2,674.00 final paynn't $ 51,651,11 $ $ 142,166.21 none $ - Total, Checks submitted $ - Total expenses $ (142,166.21) Fund balance, Construction Account as of November 18, 2009 $ 89,464.12 NOTE: The auditors have not returned the accounting records, which include the bank statement for November 2009. Pledged Securities Deport as of 112912010 AmegyBank CUSIP Security Type Rate Maturity Original Face Market Value Pled9eCode:1a345 EntityNume:LAPORTREDEVELOPAMVTAUTHORTY Primary Bookkeeper: Susan Hill Secondary Bookkeeper: 31349SZH9 1HL"C'AIULfP001!'781644 2.954 4.-1%Zp3f SI,OSl1,(lflfl.11fl 3246.1kOl 1"DIC ti358,0VO.00 S25o,00(no _. ........._._......................._..._......._.................... ...... _.......,..... ....._............. Total Pledges: 2 51,300, 000.00 S 196,115,91 N r,n---,,,-w—>.,,I'll ,,,,.,.:,.,. o-%.,,:,..h,—,,,_„—r.,-,:; :. „,::,_:,...,:,::2„,'.,....,M::...::...:... ,..<.,,,-.,,,.,,.,:::,,"..:>,...._,.,,.,,.,...:.:,:,:e:..�.,,..::...:...:,...,.:. .. Monday, Bebruar 1 Page 168 of 78D La Porte Tax Increment Reinvestment Zone One Attn: David Hawes P.O. Box 22167 Houston, TX 77227-2167 Invoice No. 281677 Date 0113112010 Interim billing for services in connection with Annual Audit. Total Invoice Amount Client No. 18980 $ 3,000.00 $ 3,000.00 401 West Highway 6 s P.O. Box 20725 ■ Waco, TX 76702-0725 ■ (254) 772-4901 Hawes Hill Calderon LLP F.Q. Box 22167 Houston TX 77227-2167 TiRZ -La Porte # 1 604 W. Fairmont Pkwy. La Porte, TX 77571 Page 1 DATE I INVOICE NO. 12/l/2009 00003514 1/1/2010 00003466 2/1/2010 00003515 DESCRIPTION Sale; City of La Porte Sale; City of La Porte Sale; City of La Porte v CHARGES I PAYMENTS $2,000.00 $2,000.00 $3,552.62 STATEMENT DATE 2/22/2010 AMOUNT REMITTED .W[a)� $2,000.00 $2,000.00 $3,552.62 2/22/2010 Finance Charge $0.00 $0.00 CURRENT 30 DAYS 90 DAYS 90+DAYS AMOUNTDUE $3,552.62 $4,000.00 $7,552.62 Hawes Hill Calderon LLP P.O. Sox 22167 Houston TX 77227-2167 Sill To: TIRZ -La Porte # 1 604 W. Fairmont Pkwy. LaPorte, TX 77571 Invoice #: 00003514 Date: 1211 /2009 Page: I Invoice DATE DESCRIPTION AMOUNT Project Management Services, December 2009 $2,000.00 Sales Tax: $0.00 Total Amount: $2,000-00 Amount Applied: $0.00 Balance Due: $2,000.00 Terms: C.O.D. Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 Bill To: TIRZ -LaPorte 4 1 604 W. Fairmont Pkwy. LaPorte, TX 77571 Invoice 4: 00003466 Date: 1/1/2010 Page: 1 Invoice DATE DESCRIPTION AMOUNT Project Management Services, January 2010 $2,000.00 Sales Tax: $0.00 Total Amount: $2,000.00 Amount Applied: $0.00 Balance Due: $2,000.00 Terms: C.O.D. Hawes Hill Calderon LLP P.O. Box 22167 Houston TX 77227-2167 Bill To: TIRZ -La Forte # 1 604 W. Faont Pkwy. LaPorte, TX 77571 Invoice #: 00003515 Date: 2/ l/2010 Page: 1 Invoice DATE DESCRIPTION AMOUNT Project Management Services, February 2010 $2,000.00 2/24/2010 Board of Directors Meeting $1,500.00 Reimbursable expenses as follows: Mileage, R. Hill per attachment $51.00 In house copies 2 @ .15 each & $0.30 In house postage $1.32 Sales Tax: $0.00 Total Amount: $3,552.62 Amount Applied: $0.00 Balance Due: $3,552.62 Terms: C.O.D. LA PORTE REDEVELOPMENT AUTHORITY HAWES HILL CALDERON LLP ROY HILL EXPENSE DETAIL (TIRZ 1. LA PORTE1 DATE CLIENT # VENbOR/DESCRIPTION OTY U PRICE TOT. RE! BILL 1/14/2010 TIRZ #1 Tri to City Hall to ickuepaperwork 70 0.500 $35.00 YES 1114/2010 TIRZ #1 Pickedup a ers from Zone 2ttor ey 32 0.500 $16.00 YES [TUTAL j $51.00 1 N I certify that the above is true and correct to the best of my knowledge Roy Hill LA PORTE TAX INCREMENT REINVESTMENT ZONE STATE OF TEXAS )( COUNTY OF HARRIS )( CITY OF LA PORTE )( NOTICE IS HEREBY GIVEN OF THE MEETING OF THE LA PORTE TAX INCREMENT REINVESTMENT ZONE TO BE HELD ON FEBRUARY 24, 2010 AT 6:30 P.M. IN CITY COUNCIL CHAMBERS, CITY HALL, 604 WEST FAIRMONT PARKWAY, LA PORTE, TEXAS, REGARDING THE ITEMS OF BUSINESS ACCORDING TO THE AGENDA LISTED BELOW: Call to order — Lindsay Pfeiffer, President 2. Consider approval of the minutes of Board of Directors Meeting held on November 18, 2009; 3. Consent agenda — any item may be removed by a board member for discussion • Entertain motion and a second to approve the TIRZ items in the same form and manner as was approved in the previous redevelopment authority meeting — Lindsey Pfeiffer, Chairperson a. Receive and Discuss Sylvan Beach Development Agreement, by and between the REINVESTMENT ZONE NUMBER ONE,CITY OF LA PORTE; the LA PORTE REDEVELOPMENT AUTHORITY; the CITY OF LA PORT; the LA PORTE ECONOMIC DEVELOPMENT CORPORATION; and HARRIS COUNTY; b. Receive report and ratify payments with regard to Wharton Weems/State Highway 146 interchange project; c. Receive Staff report and updates with regard to Port Crossing, Lakes on Fairmont Green, Retreat at Bay Forrest Development Project, and Preserve at Taylor Bayou; d. Consider approval or other action with regard to authority invoices; e. Board member comments with regard to matters appearing on agenda and inquiry of staff regarding specific factual information or existing policy; f. Adjournment. THIS FACILITY HAS DISABILITY ACCOMMODATIONS AVAILABLE. REQUESTS FOR ACCOMMODATIONS OR INTERPRETIVE SERVICES AT MEETINGS SHOULD BE MADE 48 HOURS PRIOR TO THIS MEETING. PLEASE CONTACT CITY SECRETARY'S OFFICE AT 281-47I-5020 OR TDD LINE 281-471-5030 FOR FURTHER INFORMATION. A POSSIBLE QUORUM OF CITY COUNCIL MEMBERS MAY BE PRESENT AT THIS MEETING AND PARTICIPATE IN DISCUSSIONS BUT WILL NOT TAKE ANY ACTION. A POSSIBLE QUORUM OF CITY COUNCIL MEMBERS MAY BE PRESENT AT THIS MEETING AND PARTICIPATE IN DISCUSSIONS BUT WILL NOT TAKE ANY ACTION. David W. Hawes Executive Director Date Posted La Porte Tax Increment Reinvestment Zone Number One, City of LaPorte, Texas Minutes of the Board Meeting Held November 18th, 2009 Call to order — Lindsay Pfeiffer, President The Board of Directors of the La Porte Tax Increment Reinvestment Zone Number One, City of La Porte, Texas, held a meeting, open to the public, on the 18t' day of November, 2009; the meeting was called to order at 6:48 p.m. in the City Council Conference Room of the City Hall, 604 West Fairmont Parkway, LaPorte, Texas, and the roll was called of the duly appointed members of the Board, to wit: Peggy Antone Position 1 Dave Turnquist Position 2 Alton Porter Position 3 Horace Leopard Position 4 Doug Martin Position 5 JJ Meza Position 6 Lloyd Graham Position 7 Chester Pool Position 8 Lin Pfeiffer Position 9 - Chairman and all of the above were present except Director Porter, and Director Meza, thus constituting a quorum. Also present at the meeting were Russell Plank & Tiny Geisler (Port Crossing); Stacey Osborne, and David Hawes. Consider approval of the minutes of the August 26th, 2009 Board of Directors meetings. Upon motion made by Director Tumquist, seconded by Director Leopard, the board voted unanimously to approve the minutes as presented. CONSENT AGENDA — ANY ITEM MAY BE REMOVED BY A BOARD MEMBER FOR DISCUSSION ENTERTAIN A MOTION AND A SECOND TO APPROVE THE TIRZ ITEMS IN THE SAME FORM AND MANNER AS WAS APPROVED IN THE PREVIOUS REDEVELOPMENT AUTHORITY MEETING Upon a motion duly made by Director Antone and being seconded by Director Pool, the board unanimously approved the consent agenda in the same manner and form as approved in the Redevelopment Authority Board Meeting ---d adjourned at 6:49 P-M. SIGNED: TITLE: ATTEST: TITLE: DATE: DATE: PHASE Pre -Construction Services Construction TIRZ: Wharton Weems Project EXPENSE SUMMARY CONTRACTOR Jones & Carter Engineering Haynes & Boone TEDSI Durwood Greene Construction Services (Contingency) Jones & Carter -Construction Phase Coastal Testing Cotton Surveying BUDGET EXHIBIT D Civil Design & Contingency Contingency Traffic/Signalization Construction Contingency Contingency Contingency TOTAL: BUDGET ESTIMATE ACTUAL COST $ 49,000.00 69,250,28 $ 8,238.00 8,238M $ 9,500.00 $ 9,764M $ 304,869.00 $ 304,707-80 $ 9,600.00 $ 6,925.50 $ 10,413.00 5,055.50 $ 2,200.00 393,820.00 $ 403,841.03 * Cotton Surveying is a division of Jones & Carter, and the surveying invoice was paid under Jones & Carter's invoice for services in the construction phase. 2/2412010 TIRZ: Wharton Weems Project Durwood Greene EXPENSE SUMMARY Invoice # Invoice Date Invoice Amt Payment Date Paid By* Payment Amt Proof 200905-132 5/31/2009 $ 174,321.09 6/12/09 City of La Porte ** $ 170,271.09 Letter to David 6/12/09 200906-121 6/25/2009 $ 82,785.60 8/17/09 City of La Porte $ 92,785.60 Letter to David 9/17/09 200909-117 9/25/2009 $ 51,565.11 9/25/09 City of La Porte $ 51,651.11 Letter to David 11/13/09 Total Invoicei $ 308,671.80 Total Paid $ 304,707.80 * Out of escrowed funds ** Pay application was reduced by $4,500 because two line items were not completed 2/24/2010 TIRZ: Wharton Weems Project Jones and Carter EXPENSE SUMMARY Phase Invoice # Invoice Date Invoiced Amt. Payment Date Paid By Pre -Project Expenses 137159 1/17/08 $ 31,270.95 3/19/08 Port Crossing 139910 3/19/09 $ 14,850.00 10/1/08 Port Crossing 144211 7/23/08 $ 21,124.78 11/19/08 Port Crossing 150164 1/16/09 $ 2,004.55 3/6/09 Port Crossing Total invoiced $ 69,250.28 Total Paid Construction 154430* 6/5/09 $ 2,075.00 (paid from contingency budget) 155718 8/11/09 $ 2,674.00 9/4/09 156543 9/4/09 $ 336.00 158352 11/6/09 $ 1,740.50 12/29/09 Total Invoiced $ 6,825.50 Total invoiced (all) $ 76,075.78 * Invoice no. 154430 was for surveying services (originally proposed in the budget under Cotton Surveying, a company that is actualiv a division of Jones & Carted Payment Amt. Proof $ 31,270.95 check #1154 (bank statement) $ 14,850.00 check #1186 (bank statement) $ 21,124.78 check #1207 (bank statement) $ 2,004.55 check #1258 (bank statement) $ 69,250.28 City of La Porte $ 2,674.00 Letter to David 9/4/09 City of La Porte** $ 4,151.50 Letter to David 12/29/09 Total Paid S 6.825.50 Total Paid (all) $ 76,075.78 ** payment for invoice no's. 154430, 156543 and 158352 2/24/2010 TIRZ: Wharton Weems Project TEDSI EXPENSE SUMMARY pre -construction Invoice # Invoice Date Invoice Amt Payment Date Paid By Payment Amt Proof 267542 8/31/06 $ 2,850.00 10/25/06 Port Crossing $ 2,850.00 check # 1364 (copy) 267635 9130/06 $ 5,700.00 12/15/06 Port Crossing $ 5,700.00 check # 004498 (copy) 267704 10/31/06 $ 589.00 3/12/07 Port Crossing $ 589.00 check # 1039 (bank statement) 277938 2/28/07 $ 625.00 5/2/07 Port Crossing $ 625.00 check #1051(bank statement) Total Invoiced: $ 9,764.00 Total Paid: $ 9,764.00 M 2/24/2010 Company Invoice Date Coastal Testing 5/31/09 6/30/09 7/31/09 Total Invoiced Hayes & Boone 9/23/08 11/17/09 12/17/09 Total Invoiced TIRZ: Wharton Weems Project Contingency Expenses EXPENSE SUMMARY Invoice Amt Payment Date $ 2,632.00 $ 1,495.50 $ 928.00 8/12/09 $ 5,055.50 $ 3,753.00 $ 2,689.00 $ 1,796.00 3/4/09 $ 8,238.00 Paid By Payment Amt Proof City of La Porte $ 5,055,50 Letter to David 8/7/09 Total Paid $ 5,055.50 Port Crossing Total Paid $ 8,238.00 check # 1257 (bank statement) $ 8,238.00 a 2/24/2010