Loading...
HomeMy WebLinkAbout06-07-10 Regular Meeting of the La Porte Development Corporation Board of Directors 2 3 ----^,.- --~ MINUTES OF THE REGULAR MEETING OF THE LA PORTE DEVELOPMENT CORPORATION BOARD OF DIRECTORS June 7, 2010 1. Call to order Vice-President Richard Warren called the La Porte Development Corporation Board meeting to order at 5:04p.m. Members Present: Woodard, Clausen, Warren, Pizzitola and Engelken Members/Officers Absent: Moser Staff Present: City Manager Ron Bottoms, Assistant City Attorney Clark Askins, City Secretary Martha Gillett, and Main StreeVEconomic Development Coordinator Stacey Osborne. Others Present: David Janda and Dottie Kaminski. 2. Consider approval or other action of the April 5, 2010 minutes of the Regular Meeting of the La Porte Development Corporation Board of Directors - M. Gillett A motion was made by Board Member Clausen to approve the AprilS, 2010 minutes of the Regular Meeting of the La Porte Development Corporation Board of Directors. Motion was seconded by Board Member Pizzitola. The motion carried. Ayes: Woodard, Clausen, Warren, Pizzitola and Engelken Nays: None Abstain: None Absent: Moser 3. Discussion of Buxton Study - S. Osborne Board members discussed the Buxton Study and the board recommended staff not to move forward with a new study. Item 4 was taken before item 3. 4. Consider appointment of La Porte Development Corporation Board President, for term ending October 1, 2010. A motion was made by Board Member Clausen to appoint Bob Pizzitola as President of the La Porte Development Corporation Board of Directors for term ending October 1, 2010. Bob Pizzitola refused acceptance of this appointment. A motion was made by Board Member Clausen to appoint Randy Woodard as President of the La Porte Development Corporation Board of Directors for term ending October 1, 2010. Randy Woodard refused acceptance of this appointment. A motion was made by Board Member Engelken to appoint Richard Warren as President of the La Porte Development Corporation Board of Directors for term ending October 1, 2010. Motion was seconded by Board Member Woodard. Motion carried. Ayes: Woodard, Clausen, Warren, Pizzitola and Engelken Abstain: None Absent: Moser 5. Consider appointment of La Porte Development Corporation Board Vice President, for term ending October 1,2010. A motion was made by Board Member Engelken to appoint Bob Pizzitola as Vice President of the La Porte Development Corporation Board of Directors for term ending October 1, 2010. Motion was seconded by Board Member Clausen. The motion carried. Ayes: Clausen, Warren, Pizzitola and Engelken Nays: Woodard Abstain: None Absent: Moser 6. Executive Session - pursuant to provision of the Open Meetings Law. Chapter 551 Texas Government Code, Sections 551-071 through 551.076, 551.087 (consultation with attorney, deliberation regarding real property, deliberation regarding prospective gift or donation, personnel matters, deliberation regarding security devices, or excluding a witness during examination of another witness in an investigation, deliberation regarding Economic Development Negotiations). A. 551.072 (Consultation regarding purchase, exchange, lease or value of real property) Meet with City Manager and City Attorney to discuss property behind 117 San Jacinto (Alamo Building) Board members retired to Executive Session at 5:40 p.m. Board members adjourned the Executive Session and returned to the table at 5:48 p.m. 7. Consider action on item discussed in Executive Session. There was no action taken. 8. Board member comments A. Matter appearing on agenda B. Inquiry of staff regarding specific factual information or existing policy Board Member Woodard requested a sales tax historical report. 9. Adjournment There being no further business to discuss, the La Porte Development Corporation Board of Directors adjourned the Regular Meeting at 5:54 p.m. ~tfUIlY sUbm~ Martna ~ 1.AA4 City Secretary, TRMC Passed and approved on th~ay of J uJ. 'I 2010. Richard Warren, President /2--. 4 REQUEST FOR LA PORTE ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM Agenda Date Requested: 7/26/2010 Requested By: Stacey Osborne Department: Appropriation Source of Funds: Account Number: Report: Resolution: Ordinance: Amount Budgeted: Amount Requested: Budgeted Item: YES NO Exhibits: Agreement Exhibits: Ordinance passed by City Council 7/12/10 Exhibits: SUMMARY & RECOMMENDATION The Sylvan Beach Erosion Protection Re-nourishment Project was initially funded by the State at 60% of the base costs and the La Porte Development Corporation (est. $700,000+/-) and Harris County ($600,000 maximum) per the Interlocal Agreement between the City of La Porte and Harris County. The project is eligible for reimbursement per the TIRZ Project Plan, when revenues are available. The Agreement under consideration provides for reimbursement from future TIRZ revenues to reimburse Harris County and the City of La Porte for their advance funding of the project. This Agreement between; La Porte Tax Increment Reinvestment Zone # 1 (TIRZ) La Porte Redevelopment Authority (LPRA) City of La Porte (CLP) La Porte Development Corporation (LPDC) Harris County (Ha. Co.) provides for a mechanism to reimburse the LPDC and Ha. Co. for their advance funding of the project when revenues are available. The Agreement also provides for a priority of reimbursement (see paragraph 5.3) The Agreement has been reviewed and approved by the; The TIRZ/LPRA Legal Counsel Ha. Co. Pct 2 Ha. Co. Office of Economic Development David Hawes, Executive Director of the TIRZ/LPRA City Attorney The Agreement was approved by the TIRZ and LPRA at their June 30th meeting. It was approved by City Council at the July 12 City Council Meeting. After it is approved by the LPDC, it will be forwarded to Ha. Co. for their approval. _.___~."",____~___________o___'='''''_''''_,.,,'''"'-__.''''.''''''''''___''~_~<._..__""..__..,,__....__ Action Required bv Economic DeveloDment CorDoration: action approving the agreement. Ron Bottoms, City Manager ~ DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is made as of l' /).- ,2010, by and between the REINVESTMENT 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 PORTE ECONOMIC DEVELOPMENT CORPORATION, a non-profit corporation organized under the laws of the State of Texas (the "Development Corporation") and HARRIS COUNTY, a body corporate and politic under the laws of the State of Texas, (the "County"). RECITALS WHEREAS, pursuant to Chapter 311 of the Texas Tax Code, as amended, the City Council of the City (the "City Council") created the Zone in the City; and WHEREAS, the Zone Board adopted a 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 Board 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, Subchapter D, Texas Transportation Code, as amended, 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, dated July 9, 2001 (the "Tri-Party Agreement"); and WHEREAS, the City, the Development Corporation and the County wish 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 Development Corporation and the County for such improvements in accordance with such Plans; and Whereas, the City has entered into an agreement pursuant to that certain Special Document No. SD 2008-0002 with the State of Texas (the "State") and that certain Project Cooperation Agreement (the "Cooperation Agreement") CEPRA Project No. 1404 with the General Land Office, (the "GLO") that provides terms and conditions for the Project (as defined below in Section 1.1); and Page 1 of 11 Whereas, the Development Corporation has agreed to provide certain funding to the City for the Project; and Whereas, Harris County has agreed to provide certain funding for the Project; now, therefore, AGREEMENT For and in consideration of the mutual promises, covenants, obligations, and benefits of this Agreement, the Zone, the Authority, the City, the Development Corporation and the County contract and agree as follows: ARTICLE 1 GENERAL TERMS 1.1 Definitions. The terms "Agreement," "Authority," "City/' "City Council", "Cooperation Agreement", "County", "Development Corporation", "GLO", "State" ,"Tri- Party Agreement", "Zone," and "Zone Board," 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 "will" 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 by Tax Increment or funds deposited in the Revenue Fund, including refunding bonds. Advances shall mean any funds advanced by the Development Corporation or the County to City pursuant to Section 5.1(a), and shall include any interest payable thereon. Inter/ocal Agreement shall mean an agreement between the City and the County regarding the County's participation in funding the Project approved by City ordinance 2008-3070 dated March 24,2008, and approved by County April 8, 2008. LPISD shall mean the La Porte Independent School District. Net Tax Increment shall mean the annual 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. Page 2 of 11 Parties or Party shall mean the Zone, the Authority the City, the Development Corporation and the County 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. Project shall mean the Sylvan Beach Shoreline Protection and Beach Nourishment Project described in the Project Agreements. Project Agreements shall mean Special Document No. SD 2008-0002, between the State and the City; the Project Cooperation Agreement, CEPRA Project No.1404, between the GLO and City and the plans prepared by URS Corporation and titled "Sylvan Beach Shoreline Protection and Beach Re-nourishment." 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-Party Agreement (which payments are attributable to incremental ad valorem property taxes paid on the Project and other properties in the Zone). Tax 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 InterIocal 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 collectively the City, the County, and LPISD. 1.2 Singular and plural: gender. Words used herein in the singular, where the context so permits, also include the plural and vice versa. The defmitions 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 2.1 itself that: Representations. Each Party to this Agreement hereby represents on behalf of (A) It is duly authorized, created and existing in good standing under the laws of the State and is duly qualified and authorized to carryon the governmental functions and operations as contemplated by this Agreement. (B) It has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance. hereof (i) has been duly authorized, (ll) 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, Page 3 of 11 encumbrance or security interest upon any assets of such Party under any agreement or instrument to which such Party is a party or by which such Party or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by such Party and., constitutes a legal, valid and binding obligation of the such Party, enforceable in accordance with its terms. (D) The execution, delivery and performance of this Agreement by such Party does not require the consent or approval of any person which has not been obtained. ARTICLE 3 THE PROJECT 3.1 The Project. The Project is intended to enhance the proposed implementation of a development within the Zone as a whole, as more fully described in the Plan. 3.2 Project Description. The Project consists of improvements to the Shoreline of Sylvan Beach Park as more fully described in the Project Agreements together with any modifications, alternates or phased construction approved, in writing, by parties to the Project Agreements. Project shall include all engineering, legal and other consultant fees and expenses allowed by the Project Cooperation Agreement. 3.3 Additional Pr01ects. 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 DUTIES AND RESPONSIBILITIES OF THE CITY AND COUNTY 4.1 Responsibilities of the City. The City has entered into Project Agreements with the State through the GLO in regard to the final design, bidding and construction funding of the Project. The City agrees to comply with the covenants and agreements contained within the Project Agreements. 4.2 Project Completion. Upon completion of the Project, the City shall provide the Authority, Zone and County with a fInal cost summary of all costs associated with the Project, and show that all amounts owing 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 as authorized by the OLD. 4.3 ~esponsibilitiesofthe County. Upon receipt of verification that tl1e Project was constructed as authorized by the OLO, the County shall assist the City by performing the Page 4 of 11 maintenance and annual reporting required by Article 4.03 (B) and (C) of the Special Document No. SD 2008-0002. ARTICLE 5 PROJECT FINANCING AND FUNDING 5.1 The Development Corporation and County Advances. (a) (i) The Development Corporation has advanced the City $700,000 to be used by the City for the Project. (ii)The County, pursuant to the provisions of the Interlocal Agreement, has advanced the City, $600,000 to be used by the City for the Project. (iii)To the extent possible, the City will expend the moneys described in subparagraphs (i) and (ii) above on the Project on a equal dollar for dollar basis between the Development Corporation and the County up to the County's maximum contribution of $600,000.00. After completion of the Project, the City agrees to return respective funds of the Development Corporation and the County remaining after the City has met the funding obligations contained in the Project Cooperation Agreement. (b) Interest on each Advance shall 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 costs, 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 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). 5.2 Repayment of Advances. (a) In consideration ofthe construction of the Project, the Authority shall begin repaying the Advances, and shall continue such repayment until repaid in full, on the earliest date that funds are available from any ofthe following sources, and solely from such sources: (i) proceeds from the sale of the Authority Bonds, as set forth in subsection (c), and (ii) the Net Tax Increment, subject to the limitations set forth in subsection (d). (b) To the extent that funds from the sources listed above are insufficient on any scheduled date for the repayment of Advances to repay all outstanding Advances in full, repayment of Advances shallbernade on a pro rata basis between the Development Corporation and the County on the basis of monies available for repayment. Page 5 of 11 (c) As provided herein, the Authority shall issue one or more series of Authority Bonds at the earliest 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 special 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 Development 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 Development Corporation 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 ofthe Zone. (d) In addition to the Development Corporation's and the County's right to reimbursement from Authority Bond proceeds, upon request from the Development Corporation and the County, the Authority shall reimburse the Development Corporation 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 described in Section 5.3, below. (e) At such time as funds are available to pay all or any portion of the Development Corporation and the County Advances made hereunder, the Authority shall hire a certified public accountant to calculate the amount due the Development Corporation and the County and prepare and submit a report to the Authority certifying (1) the amount due the Development Corporation and the County for the Development 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 the earliest practicable time, but not later than 90 days after submission by the Development Corporation and the County of the records required therefore. The Authority shall make payment to the Development Corporation and the County within 30 days of approval of the auditor's report. (:1) The Authority shall provide to the Development Corporation and the County, upon their written request, and on the earliest date such information 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. Priorities. Amounts deposited in the Revenue Fund shall be applied in the following order of priority (i) disbursement to LPISD, if applicable, for educational facilities ill Page 6 of 11 accordance with any interlocal agreement with LPISD, the City and the Zone; (ii) administrative costs of the Zone and the Authority; (Ui) amounts pledged or required for the payment of outstanding Authority Bonds, including Authority Bonds in the process of issuance and refunding Authority Bonds, and (iv) payments to the City for funding the Southeast Sanitary Sewer Trunk Main and Lift Station Facilities per Development Agreement between the Zone, Authority and City dated 6/12/06 and (v) payments to the Development Corporation and the County pursuant to Section 5.2( d), above. 5.4. Multiple developers. the Development Corporation and the County. 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 Net Tax Increment exists for the issuance of Authority Bonds, or direct payment of available Net Tax Increment, for reimbursement of Advances unless the applicable developer shall give its written consent thereto. The net proceeds of Authority Bonds issued to reimburse multiple developers and the Development Corporation and County 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 Advances. ARTICLE 6 DEFAULT 6.1 Default (a) If any Party does not 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 Development Corporation and County 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. ARTICLE 7 GENERAL 7.1 Inspections. audits. The City agrees to keep such records with respect to the Project 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 atail reasonable timesto audit, ail docul11entsand recordsin the Gity's possession, custody or control relating to the Project that the Authority deems necessary to assist the Page 7 of 11 Authority in determining the City's, Development Corporation's and County'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 Of 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 SHALL INDEMNIFY AND SA VB HARMLESS EACH OTHER AND THEIR RESPECTIVE OFFICERS, REPRESENTATIVES, AND AGENTS FROM ALL SUITS, ACTIONS. OR CLAIMS OF ANY CHARACTER BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED BY ANY PERSON. PERSONS. OR PROPERTY RESULTING FROM THE NEGLIGENT ACTS OF SUCH PARTY. OR ANY OF ITS AGENTS. OFFICERS. OR REPRESENTATIVES IN PERFORMING ANY OF THE SERVICES AND ACTMTIES 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 P.O. Box 22167 Houston, Texas 77227-2167 Attn: David Hawes La Porte Development Corporation 604 W. Fairmont Parkway La Porte, Texas 77571 Reinvestment Zone Number One P.O. Box 22167 Houston, Texas 77227-2167 Attn: David Hawes Harris County Harris County Community Services Department Office of Economic Development 8410 Lantern Point Drive Houston, Texas 77054 Attn. David B. Turkel, Director of Community Services Department Cc: Commissioner, Harris County Precinct 2 City of La Porte 604 W. Fairmont Parkway La Porte, 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 Page 8 of 11 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 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 the City, the Development Corporation and the County. 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. 7.10 Entire Agreement. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR. CONTEMPORANEOUS. OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NQ UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 7.11 Term. This Agreement shall be in force and effect from the date of execution hereof for a term expiring on the date that all Advances have been repaid in full, or January 1 of the year following the expiration of the Zone. 7.12 Time of the essence. Time is of the essence with respect to the obligations of the Parties to this Agreement. 7.13 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 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 Page 9 of 11 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 funy carry out the purposes and intent of this Agreement. 7.17 Effect of Tri-Party Agreement. The obligations of the Parties hereunder are specifically conditioned upon the approval, execution, and effectiveness of the Tri-Party Agreement. [EXECUTION PAGE FOLLOWS] Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be dilly executed as of ,2010. REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS BY~ Nam~ ---- '~~~j U l:Cfec Title: Prf.s 'f elf'ref HARRIS COUNTY By: Name: Title: LAPORTE REDEVELOPMENT AUTHORITY BY;~ v Name: J ~r:;-J\-I'j PIJ;~-t{'-f'r Title: A-P.) 'ic,l.f->^--+ CIT By: Name: Title: LA PORTE DEVELOPMENT CORPORATION By: Name: Title: Page 11 of 11 ORDINANCE NO. 2010-3J-Le , AN ORDINANCE APPROVING AND AUTHORIZING SYLVAN BEACH DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LA PORTE REINVESTMENT ZONE NO. 1; CITY OF LA PORTE REDEVELOPMENT AUTHORITY; HARRIS COUNTY, TEXAS; LA PORTE DEVELOPMENT CORPORATION 1 AND THE CITY OF LA PORTE, TEXAS; MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN EFFE'CTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: Section 1. The City Council hereby approves and authorizes the contract, agreement, or other undertaking described in the title of this ordinance, a copy of which is on file in the office of the City Secretary. The City Manager is hereby authorized to execute such document and all related documents on behalf of the City of La Porte. Section 2. The City Council officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this meeting has been open to the public as required by law at all times during which this ordinance and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 3. This Ordinance shall be effective from and after its passage and approval, and it is so ordered. PASSED AND APPROVED, this ___ day of I 2010. CITY OF LA PORTE By: Daryl Leonard Mayor Pro-Tern ATTEST: Martha A. Gillett City Secretary APPROVED: f:1-.,."A: z: 4.4..M ark T. Askins Assistant City Attorney ~ DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is made as of 1,1).- ,2010, by and between the REINVESTMENT 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 PORTE ECONOMIC DEVELOPMENT CORPORATION, a non-profit corporation organized under the laws of the State of Texas (the "Development Corporation") and HARRIS COUNTY, a body corporate and politic under the laws ofthe State of Texas, (the "County"). RECIT ALS WHEREAS, pursuant to Chapter 311 of the Texas Tax Code, as amended, the City Council of the City (the "City Council") created the Zone in the City; and WHEREAS, the Zone Board adopted a 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 Board 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, Subchapter D, Texas Transportation Code, as amended, 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, dated July 9, 2001 (the "Tri-Party Agreement"); and WHEREAS, the City, the Development Corporation and the County wish 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 Development Corporation and the County for such improvements in accordance with such Plans; and Whereas, the City has entered into an agreement pursuant to that certain Special Document No. SD 2008-0002 with the State of Texas (the "State") and that certain Project Cooperation Agreement (the "Cooperation Agreement") CEPRA Project No. 1404 with the General Land Office, (the "GLO") that provides terms and conditions for the Project (as defined below in Section 1.1); and Page 1 of 11 Whereas, the Development Corporation has agreed to provide certain funding to the City for the Project; and Whereas, Harris County has agreed to provide certain funding for the Project; now, therefore, AGREEMENT For and in consideration of the mutual promises, covenants, obligations, and benefits of this Agreement, the Zone, the Authority, the City, the Development Corporation and the County contract and agree as follows: ARTICLE 1 GENERAL TERMS 1.1 Definitions. The terms "Agreement," "Authority," "City," "City Council ", "Cooperation Agreement ", "County ", "Development Corporation ", "GLO ", "State" ,"Tri- Party Agreement", "Zone," and "Zone Board," 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 "will" 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 by Tax Increment or funds deposited in the Revenue Fund, including refunding bonds. Advances shall mean any funds advanced by the Development Corporation or the County to City pursuant to Section 5.1(a), and shall include any interest payable thereon. Interlocal Agreement shall mean an agreement between the City and the County regarding the County's participation in funding the Project approved by City ordinance 2008-3070 dated March 24, 2008, and approved by County April 8, 2008. LP ISD shall mean the La Porte Independent School District. Net Tax Increment shall mean the annual 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. Page 2 of 11 Parties or Party shall mean the Zone, the Authority the City, the Development Corporation and the County 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. Project shall mean the Sylvan Beach Shoreline Protection and Beach Nourishment Project described in the Project Agreements. Project Agreements shall mean Special Document No. SD 2008-0002, between the State and the City; the Project Cooperation Agreement, CEPRA Project No.1404, between the GLO and City and the plans prepared by URS Corporation and titled "Sylvan Beach Shoreline Protection and Beach Re-nourishment." 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-Party Agreement (which payments are attributable to incremental ad valorem property taxes paid on the Project and other properties in the Zone). Tax 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 collectively the City, the County, and LPISD. 1.2 Singular and plural; gender. 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. Likewise, any masculine references shall include the feminine, and vice versa. ARTICLE 2 REPRESENTATIONS 2.1 itself that: Representations. Each Party to this Agreement hereby represents on behalf of (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. (B) It has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) has 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, Page 3 of 11 encumbrance or security interest upon any assets of such Party under any agreement or instrument to which such Party is a party or by which such Party or its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by such Party and, constitutes a legal, valid and binding obligation of the such Party, enforceable in accordance with its terms. (D) The execution, delivery and performance of this Agreement by such Party does not require the consent or approval of any person which has not been obtained. ARTICLE 3 THE PROJECT 3.1 The Proiect. The Project is intended to enhance the proposed implementation of a development within the Zone as a whole, as more fully described in the Plan. 3.2 Proiect Description. The Project consists of improvements to the Shoreline of Sylvan Beach Park as more fully described in the Project Agreements together with any modifications, alternates or phased construction approved, in writing, by parties to the Project Agreements. Project shall include all engineering, legal and other consultant fees and expenses allowed by the Project Cooperation Agreement. 3.3 Additional Proiects. 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 DUTIES AND RESPONSIBILITIES OF THE CITY AND COUNTY 4.1 Responsibilities of the City. The City has entered into Project Agreements with the State through the GLO in regard to the final design, bidding and construction funding of the Project. The City agrees to comply with the covenants and agreements contained within the Project Agreements. 4.2 Proiect Completion. Upon completion of the Project, the City shall provide the Authority, Zone and County with a final cost summary of all costs associated with the Project, and show that all amounts owing 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 as authorized by the GLO. 4.3 Responsibilities of the County. Upon receipt of verification that the Project was constructed as authorized by the GLO, the County shall assist the City by performing the Page 4 of 11 maintenance and annual reporting required by Article 4.03 (B) and (C) of the Special Document No. SD 2008-0002. ARTICLE 5 PROJECT FINANCING AND FUNDING 5.1 The Development Corporation and County Advances. (a) (i) The Development Corporation has advanced the City $700,000 to be used by the City for the Project. (ii)The County, pursuant to the provisions of the Interlocal Agreement, has advanced the City, $600,000 to be used by the City for the Project. (iii)To the extent possible, the City will expend the moneys described in subparagraphs (i) and (ii) above on the Project on a equal dollar for dollar basis between the Development Corporation and the County up to the County's maximum contribution of $600,000.00. After completion of the Project, the City agrees to return respective funds of the Development Corporation and the County remaining after the City has met the funding obligations contained in the Project Cooperation Agreement. (b) Interest on each Advance shall 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 costs, 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 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). 5.2 Repayment of Advances. (a) In consideration of the construction of the Project, the Authority shall begin repaying the Advances, and shall continue such repayment until repaid in full, on the earliest date that funds are available from any ofthe following sources, and solely from such sources: (i) proceeds from the sale of the Authority Bonds, as set forth in subsection (c), and (ii) the Net Tax Increment, subject to the limitations set forth in subsection (d). (b) To the extent that funds from the sources listed above are insufficient on any scheduled date for the repayment of Advances to repay all outstanding Advances in full, repayment of Advances shall be made on a pro rata basis between the Development Corporation and the County on the basis of monies available for repayment. Page 5 of 11 ( c) As provided herein, the Authority shall issue one or more series of Authority Bonds at the earliest 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 special 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 Development 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 Development Corporation 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. (d) In addition to the Development Corporation's and the County's right to reimbursement from Authority Bond proceeds, upon request from the Development Corporation and the County, the Authority shall reimburse the Development Corporation 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 described in Section 5.3, below. (e) At such time as funds are available to pay all or any portion of the Development Corporation and the County Advances made hereunder, the Authority shall hire a certified public accountant to calculate the amount due the Development Corporation and the County and prepare and submit a report to the Authority certifying (1) the amount due the Development Corporation and the County for the Development 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 the earliest practicable time, but not later than 90 days after submission by the Development Corporation and the County of the records required therefore. The Authority shall make payment to the Development Corporation and the County within 30 days of approval of the auditor's report. (f) The Authority shall provide to the Development Corporation and the County, upon their written request, and on the earliest date such information 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. Priorities. Amounts deposited in the Revenue Fund shall be applied in the following order of priority (i) disbursement to LPISD, if applicable, for educational facilities In Page 6 of 11 accordance with any interlocal agreement with LPISD, the City and the Zone; (ii) administrative costs of the Zone and the Authority; (iii) amounts pledged or required for the payment of outstanding Authority Bonds, including Authority Bonds in the process of issuance and refunding Authority Bonds, and (iv) payments to the City for funding the Southeast Sanitary Sewer Trunk Main and Lift Station Facilities per Development Agreement between the Zone, Authority and City dated 6/12/06 and (v) payments to the Development Corporation and the County pursuant to Section S.2( d), above. 5.4. Multiple developers. the Development Corporation and the County. 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 ofthe 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 Net Tax Increment exists for the issuance of Authority Bonds, or direct payment of available Net Tax Increment, for reimbursement of Advances unless the applicable developer shall give its written consent thereto. The net proceeds of Authority Bonds issued to reimburse multiple developers and the Development Corporation and County 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 Advances. ARTICLE 6 DEFAULT 6.1 Default (a) If any Party does not 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 Development Corporation and County 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. ARTICLE 7 GENERAL 7.1 Inspections. audits. The City agrees to keep such records with respect to the Project 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 times to audit, all documents and records in the City's possession, custody or control relating to the Project that the Authority deems necessary to assist the Page 7 of 11 Authority in determining the City's, Development Corporation's and County'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 ofthe Agreement. THE PARTIES SHALL INDEMNIFY AND SA VE HARMLESS EACH OTHER AND THEIR RESPECTIVE OFFICERS, REPRESENTATIVES, AND AGENTS FROM ALL SUITS, ACTIONS, OR CLAIMS OF ANY CHARACTER BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED BY ANY PERSON, PERSONS, OR PROPERTY RESULTING FROM THE NEGLIGENT ACTS OF SUCH PARTY, OR ANY OF ITS AGENTS, OFFICERS, OR REPRESENTATIVES IN PERFORMING 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 P.O. Box 22167 Houston, Texas 77227-2167 Attn: David Hawes La Porte Development Corporation 604 W. Fairmont Parkway La Porte, Texas 77571 Reinvestment Zone Number One P.O. Box 22167 Houston, Texas 77227-2167 Attn: David Hawes Harris County Harris County Community Services Department Office of Economic Development 8410 Lantern Point Drive Houston, Texas 77054 Attn. David B. Turkel, Director of Community Services Department Cc: Commissioner, Harris County Precinct 2 City of La Porte 604 W. Fairmont Parkway La Porte, 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 Page 8 of 11 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 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 the City, the Development Corporation and the County. 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. 7.10 Entire Agreement. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN 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. 7.11 Term. This Agreement shall be in force and effect from the date of execution hereof for a term expiring on the date that all Advances have been repaid in full, or January 1 of the year following the expiration of the Zone. 7.12 Time of the essence. Time is of the essence with respect to the obligations ofthe Parties to this Agreement. 7.13 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 umeasonably 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. Page 9 of 11 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-Party Agreement. The obligations of the Parties hereunder are specifically conditioned upon the approval, execution, and effectiveness of the Tri-Party Agreement. [EXECUTION PAGE FOLLOWS] Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of ,2010. REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS :~~:j Ptei-ttN Title: Prfc~( elf fel HARRIS COUNTY By: Name: Title: LAPORTE REDEVELOPMENT AUTHORITY By: $#!~ 0/ Name: J'JrVJ<:;.-ej Pfp'.~+{'.pr Title: Rp .2 ~rJ.p^-- + /- /// / ? , CITY( OF ~/ ..i? // By: K- Name: Title: LA PORTE DEVELOPMENT CORPORATION By: /2-~, / Name: If: CA ~{'t> Cv qj~e,&-~ Title: j?;'U;:j {t /1, Page 11 of 11 5 A REQUEST FOR LA PORTE ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM Agenda Date Requested: 7/26/10 Requested By: Stacey Osborne Department: Appropriation Source of Funds: Account Number: Report: Resolution: Ordinance: Amount Budgeted: Amount Requested: Budgeted Item: YES NO Exhibits: Budget Summary Exhibits: Exhibits: ----~....~,.-~"',""'...,~"'___==_"_===_,_.,,"'_""'_"""""==__~~.~."'_,,.""===<,=,_...""e""""'~."""_i__~"""=="'-_,,=--,,#."'~~__'._k~=____=-<''''''''' SUMMARY & RECOMMENDATION The 2010/2011 Budget is going before Council in August, 2010. Account 038 is funded by the Y2 cent Type B Sales Tax that this Board oversees. We would like you to review the budget summary and let us know of any questions, problems or concerns you may have. After the workshop we would like the Board to consider action adopting the 2010-2011 budget for the La Porte Development Corporation Board prior to us submitting the Budget for Council's approval in August. ~,-"-,-,..""-><---~------""--"_.~-_._--_:_.",,,,,,,,,---~,",---,--,,,,-~ Action Required bv Economic Development Corporation: uidance to staff and consider action approving the budget. ",,,,~,-,,,,,,,,,,"..,~-,,,---,,,,~,>.,,.~,,.,,,~,-,,,-_.,,,,,,,~,.,,,,,,,~,,,,,,,,~--_......~~.,.=-__w,.__~ Section 4B 1/2 Cent Sales Tax Fiscal Year 2009-10 Expenditure Summm'J' Actual Budget Estimated Requested Percellt 2008-09 2009-10 2009-10 2010-11 Change Personal Services $ 109,846 $ 107,898 $ 58,075 $ 75,932 -29.63% Supplies 1,967 1,900 1,252 1,650 -13.16% Services & Charges 3,957,958 1,800,666 1,600,503 783,017 -56.52% Division Total $4,069,771 $1,910,464 $1,659,830 $ 860,599 -54.95% Scope of Serl';ces Sum 111 my The Economic Development Division works with the Economic Development Corporation Board to set direction and polices related to economic development projects in the City. The Department and its activities are funded through the collection of a 1/2 cent sales tax which must be spent on economic development projects related to capital investment and job creation. The Board recently completed refurbishment of the city website, an Economic Development Strategic Plan and a community branding campaign. Each of these initiatives was designed to assist the City with focused, targeted marketing efforts that will effectively communicate why La Porte is the ideal community to establish a business. These activities also allow the City to better emphasize the many amenities La POlie has to offer such as affordable housing, parks, green space, hike & bike trails, outstanding schools and Galveston Bay activities. Projects for the upcoming FY 2010-11 include the completion of the Gateway Enhancements on Main Street, new historical markers for Main Street and elsewhere, and a strong tourism marketing campaign. We will continue to budget $200,000 for facade grants for businesses along Main Street. We will also continue to work with our community economic development paliners on business retention and expansion programs, small business development, marketing efforts, workforce initiatives, transportation issues and quality of life issues such as green space development and air and water quality. The Economic Development Coordinator will also serve as the Business Ombudsman for the City of La Porte, working with new and existing businesses to help them through the planning and zoning processes. Personnel Positio1l Rostel' Approved 2008-09 Approved Requested 2009-10 2010-11 0.5 0.5 0.5 0.5 1.0 1.0 Economic DevlDowntown Revitalization Coord 1.0 Secretary IV I Total .. 1.0 City of La Porte La Porte Development Corporation (038) Fund Summary (Section 4B Sales Tax) Beginlling Fuml Balallce 9/30/09 $ 1,674,027 Plus Estimated 09-10 Revenues 1,443,698 Less 09.10 Expenditures and Commitments Debt Payments Economic Development Operations Capital Projectsffransfers Total Expenditures 664,104 195,726 800,000 1,659,830 Estimated FUlld Balance 9/30/10 1,457,895 Plus 10-11 Revenues: 1/2 Cent Sales Tax Interest Income Total Revenues 1,433,226 10,000 1,443,226 Equals Total Resources 2,901,121 Less 10-11 Expenditures: Economic Development Operations Debt Service Transfer * 236,493 622,692 Total Expenditures 859,185 Elldillg Fund Balallce 9/30/11 $ 2,041,936 Revenues Expenditures & Commitments Revenues over Expenditures $ Estimated 2009-10 1,443,698 $ 1,659,830 (216,132) $ Projected 2010-11 I,443,226 859,185 584,041 $ *Debt Service Paymentsfor Library, Bay Area Boulevard & Canada Road and Ballflelds. City of La Porte La Porte Development Corporation Fund (038) Statement of Revenues Actual Budget Revised Requested Object Description 2008-09 2009-10 2009-10 2010-11 Charges for Services: 403.02-00 1/2 Cent Sales Tax $ 1,479,331 $ 1,446,490 $ 1,433,226 $ 1,433,226 Charges for Services Subtotal [,479,331 [ ,446,490 1,433,226 1,433,226 Administrative Transfers: 480.01-01 Transfer from General Fund 480.01-33 Transfer from Street Maintenance Administrative Transfers Subtotal Interest: 483.0[-00 Interest Income 37,420 30,000 10,472 [0,000 Interest Subtotal 37,420 30,000 10,472 10,000 Tota[ La Porte Development Corp Fund Revenues $ 1,516,751 $ 1,476,490 $ 1,443,698 $ 1,443,226 ..... lil ~ 0.. ~ ~~ ~b ><~ 8 t-I o &1 ~ ~ ~CJ} lilt-' ~~ ~~ :::> )<>::> (--< P H~ o >-< t-'t-' lilt-l lilU ::I:: (/)::I:: ~~ 0:;:: ~:s: Zlil OH t-I>- ~: o..Z ~~ 0..8 E-'~ lilo.. 0lil pP :::> ml'u o (f) ~ :::> Ul ~ Cl lilr-l t-'r-l UlI lilO :::>r-l OlD ~N rl \f) N r') '<t ..... ~ o ..... ...... to r-l -... r- o Cl ~ ~ 0.. lil 80 ~7 HC"\ 80 (/)0 lilC'l 80 lilrl 01 pO' :::>0 (fl0 N o w C'l N M C') ~ ..; o N "'" o \0 M o '<i' (J) ..... r- C"\ M ..; o o Z o H E-< p., H ~ U Ul lil P t-' Z g U ~ U1 '2til t-'~ 8 U1 lilU1 ~~ (/).a: U1 (fl ","0 o Zl 00 HO I;-< . U'" lilO U1'<1' I (1)0 ",0 00 o ell 5~ l'u0 p-; w B z 8 Z :::> o u ~ '" N N n ('f) '<1' ..4 o '" "" \0 '<1' ...,. ..4 '2 8 U) W ~ (f) 8 Z W U N ...... r-l o o I N o <'l o "" I o o o o 1 ro M o .....C')N<D U1 ('1 '<1' N \OtOON tlO..o..oM 2n",C')n n "" ~~ ~ lil 8 ~ Z H ~~~~ E-<OOU H lilU) >W lilo Hr-l .....C')"l' U/<'l(I) "'lCl,-{ tlo..o":- 2",<00'> n <'l E--< ~ ~ x..... ,-{ lil 8 ~ Z H ~g.a: lil P-; ::<:u 80 H ~~ lil..-l ,........ o ..--IMN<O U1n'<1'N ,,,If'ION ~O..oWM 2(V)<D(')f') '" ...,. ~~ ~ lil 8 ~ :z t-I E~~g; pouB ~o lilrl ,.:lrl o C> o o o o o o o o o r.n lil '2 8 0-: ~ b o o I o o U/ o ...,. I o o o o 1 (J) C'1 o o U) w '2 8 () ~ 0.. B g o o o o o o o o (/) U) g 5 til lil 5 5 ,... H lil W U U Ul (/) t-I H ::;: ~ o o ) (V) o L() C> "" I o C> C> o I co (') C> C> 0 C> 0 I 1 o rl o 0 o 0 r-l ..... '<1' <0' I I o 0 o 0 o C> o 0 I I <0 ro ('f) M o 0 ---------- o lil :::> Z til > ~ o o o o o {J) 1<1 ~ :::> o {J) o Z H U :t z H I'u ~ :I: E-< o o o I o o o OJ "" I o o o o I ro (""l C> p P Q P Q Q Z Z Z Z Z Z ~ t;: ~ ~ ~ ~ ~O ~~ 0 ~ B ::;: ~ g ~ g 0-: ~ I'u I'u \'u \'u \'u \'u (/) (/) CJ} CJ} CJ} CJ} ~ ~ ~ ~ ~ ~ t-' E--< 8 8 E-< t-' ~ ~ o o o Cl o Z H CJ} ex; lil \'u Ul ~ E-< o Z H i p., o o o 1 .-I o o o:l '<1' I o o o o I ro M o o o o o o rl o o o o o o o N o o ~ rl o I ..... o o 00 <::l' I o o o o I ro <'l o o o o o o ,,-, o o ~ ~ N o 1 .-I o o (I) '<1' I o o o o I 0:> M o o o o o o o o o o o o o o ...,. o o r-- o o ro o o ~ ~ ~ p ~ ~ " M o I ..... o o 00 <0' I o o o o 1 ro C') o "" o I ..--I o o OJ "" I o o o o I co ('1 o r- o , .-I o C> ro '<i' I o o o o I ro C') o o c N 0:: 0 0 0 0 0 0 0 0 0 0 '-0 1..0 '-0 '-0 ril 0 N N N N ril ('J 0 N N N N (.') A::S: " " " .. A: ~~ 0 [Y") M [Y") [Y") (4 r-J <:f' <:f' <:f' <:f' "" <:f' <:f' "" ril " " >-' p-; r-J r-J r-J r-J 8 H {) p-; p-; (j) 0 0 0 0 0 0 0 0 0 0 N N I N N ril WE-i "" "" I "" "l' ~ ~Z 0 0 I 0 0 .. .. I .. ~ ~~ '-0 '-0 I '-0 '-0 M M I (V) [Y") I >-'~ I >-' I 8 E-i 8Q 1 W H HA: I W U U I ::c I U) ::c I ~~ 0:5: Q 0 0 0 0 0 0 0 0 0 0 "l' <:f' I "l' "l' :S::s: ril r-J 0 CO 00 I CO 00 E-i r-J 0 rl r-l I rl r-J Zril U) I .. I OH lU 0 0 r-- ... I ... ... H> ;::Jr-l r-J 0 0 I 0 0 E-<~ 00 <:f' <:f' I "" <:f' ~8 ~N .. .. I ,.-f rl I rl ,.-f I o...Z I ~~ , 0...8 ~ W 0 0 0 0 0 0 0 0 0 N CO 00 I 00 CO 8 E-< 0 r-- m m I m m W 0... ~ r-J <:f' '-0 '-0 I '-0 '-0 19 ril I .. .. I " a a H m 0 (V) (V) I [Y") [Y") ;:J E-< 0 .-l "l' <:f' I <:f' "" p:) k. U) 0 <:f' <:f' I "" "l' 0 W N .. " I .. .-l rl I .-l .-l U) I 8 I H I ;:J U) ~ E-< 0 0 a 0 0 0 0 a 0 0 0 0 a 0 0 ril .-l 0 m m m m 0 I 0 <:f' "" "l' "l' Q m .. .. .. " ~ 0 0 '-0 '-0 '-0 '-0 0 (Y) r- ... ... r-- N <:f' <:f' <:f' "" " M rl r-\ rl m 0 '-0 <:f' co M '-0 N 0 .-l .-l N N [Y") [Y") "l' 0 0 0 0 0 0 0 0 a a Q Q a Q a Q Z 5 5 Z 5 5 z S 5 0 ::J t:J H k. r.z.. r.z.. ..... k. ..... k. k. E-< 0... ~ t5 ~ ~ ~ t5 ~ ~ ~ H ~ ~ 0:: ~ 0:: 0:: 0:: e: ~ 0 {) k. k. r.z.. k. k. 0 U) z W ~ U) U) (/) (j) U) U) U) (j) H Cl ~ ~ ~ ~ ~ ~ ~ ~ rl H E-< ~ ~ ~ If) 8 U) en 15 en E-< E-i E-< E-i E-< E-< E-< E--l ~ ~ E-< E-< E-< N W [Y") 0 ~ ~ ~ ~ ~ ~ ~ ~ ~ w W (j) U) en {) E-l E--l ril ril lLl "" {) en Q Q Z :z; :;ij :;ij ~ ,.-f ,q; ~ ,q; ,q; o<t; ,q; ,q; ,q; ~ H H CO U) U) en .. <:f' m 0 '-0 "l' co [Y") 1..0 N 0 0 0 0 ,.-f r-1 N N [Y") (Y) "" 0 0 co CO o::l rl Z I I I I I I I I I I <:f' <:f' '<I' "- a rl .-l .-l rl r-l .-l r-\ r-1 0 r-1 lI) 0:: H 0 0 0 0 0 0 0 0 0 a Z t5 :z; rl W t 0 0 "- ~ 0 0 0 a 0 0 0 0 (T) f0 H H H r-- Iil CO CO 00 co co 00 co CO co 00 E-< E-< H 0 (j) <:f' <:f' <:f' <:f' "" <:f' <:f' <:f' <:f' <:f' U U {) Z I I I I I I I I I I ril W Iil a OJ 0 0 0 a 0 0 0 0 0 0 U) U) en ~ E-< (Y) 0 0 0 0 a 0 0 0 0 0 z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a 0 0 0 0 0 0... 0 a I I I I I I I I I I ~ U S OJ co 00 OJ co CO co co OJ 00 oj< ~ [Y") [Y") (Y) [Y") [Y") [Y") (T) [Y") (V) (T) .J< -I< 0... kI 0 0 0 0 0 0 0 0 0 0 .J< .J< oj< City of La Porte, Texas Section 4B 1/2 Cent Sales Tax 038-6030-565 Detail of Expenditures Actual Budget Estimated Requested 2008-09 2009-10 2009-10 2010-11 Personal Services: 1010 Regular Earnings $ 82,177 $ 78,000 $ 37,147 $ 51,004 1020 Overtime 2,782 4,320 4,320 4,320 1030 Certification 250 1035 Longevity 76 48 36 1060 FICA 6,073 5,654 2,967 4,093 1065 Retirement 12,335 12,624 6,147 9,237 1080 Insurance - Medical 6,357 7,206 7,206 7,206 1081 Insurance - Life 46 46 38 36 Personal Services Subtotal 109,846 107,898 58,075 75,932 Supplies: 2001 Office Supplies 545 500 400 2002 Postage 55 400 323 350 2015 Othcr Supplics 1,367 1,000 929 900 Supplies Subtotal 1,967 1,900 1,252 1,650 Services & Charges: 3001 Mcmberships & SUbscriptions 19,742 21,850 20,425 20,425 3020 Training/Seminars 1,570 2,500 3,221 2,000 4011 Building 1,123 2,500 1,000 2,500 4055 Computer Software 300 300 300 4060 Computer Lease Fccs 628 594 594 4065 Computer Maintenance Fees 2,334 2,721 2,721 5003 Legal 14,688 10,000 8,261 10,000 5005 Personnel Services 8,946 5007 Other Profcssional Services 202,820 200,000 20,000 6005 Advertising 21,788 20,000 18,431 30,000 7001 Electrical 5,848 8,000 6,000 8,000 7002 Natural Gas 352 600 600 600 7004 Water 894 1,300 700 1,300 7005 Misc Utilities 200 200 200 9050 Contingency 50,000 50,000 50,000 9997 Special Programs 10,000 15,997 15,000 15,000 9004 Adm Transfer to Fund 004 672,030 664,104 664,104 622,692 9015 Adm Transfer to Fund 015 3,004,141 800,000 800,000 Services & Charges Subtotal 3,957,958 1,800,666 1,600,503 7&3,017 Division Total S 4,069,771 $ 1,910,464 $ ] ,659,830 S 860,599 rl l'U ~ 0< >< 88 WH WO ::r:: Ul::I: ~~ Os: s: s: 2ril OH 1-1> 8~ ~ ~~ ~~ C48 8~ WO< 0W 00 o rtlu.. o Ul 8 H ::> Ul ~ I"- o '0 to M rl o rl "'- If) rl "'- I"- o ~ ~ C4 a; W o ~i;'5 ~t;: ><~ 8 H U a; W ~ ~ a;Cfl W8 021 <I;~ ~~ ::> ><1-) 80 U~ o Wrl 8rl UlI WO brl a<9 W<'I a; W ~~ 1-10'> 80 UlO W<'I H ~&1 H0 (')0 1-10 a;rn o 6 H E-< C4 H a; U (/) W Cl E-< Z p 8 {) ~ ill 2 ~~ ~ U)W f2z~~ HOCfl::> ~H 0 Ul8rtlW (Q~'<fa; '<f820 U)Orl ZI-IHI OZE-<o HHU..-l 8ZW UOU)tO W~ to (/) OtO OMI CO'" 0 1"1 >1"1 08HO 0<0'" ~~ J, ::> M k, 0 0:: W ~ o Z E-< 2 8 ~ "" o o rl If) "l' N N r-l o co I"- 0'> '" o '" '<l' CONO I"- NO I"- <3' ,-; 8 ZO'>rlrl <1;<3' tr) 8 &i 8 I"- M o o o CO r-- H <I; a; ZO Hu.. E-<0 XHI-) Wa;Cl 80<1; H g:5 Wrl Hrl U) W H 8 p Cl "-' o 8 Z ~ c.'J H U) Ul ~ o o o o o t3 ~ >< p ro ~ u H U) N rl I o rl to to U) I o M o '" I CO (Y) o o N (Y) '<f o o N M '<l' o N <'I o N <'I ~"" E-< X W E-< '<l' o N <'I U ZE-< OW H ~~ C4U ~5 C4H ClZ ~8 E-< UlZ 8W mE-< >~ w Ul UUl ow WZ H UlUl 00 oro H ;jjen >W a;~ 2~ w k,k, E-<u..Z fj~8~ E-<Ul~U '<l' ~ H ~ W [) o N I o .--l tr) \0 If} t o <'I o \0 I CO <'I o H ~e W r. o-:l..-l o N <'I '<l' o o o o to N o z o H 8 <5 H rz. H E-< 0:: W U o (Y) I o ,-; If) '" If) I o 1"1 o '" I co (Y) o '" M C> to <'I o co '<l' >-< E-< H > W Cl Z o H to M I o .--l tr) '" If} I o <'I o W [ ro <'I o M 0\ o '<l' I N r-l tr) o .--l "" I"- '" 0'\ N I tr) N (Y) o rl 0'\ rl 0 ~,; "" E-< X ril E-< "" tr) \.0 .n 6 H u.. o '0 I o rl U) W H E-< ::> Cl "-' o E-< Z ~ c.'J H Cfl U) ~ ~ ~~ 1-1", E-<0 XHt-:> ~~~ If) to If) I o M o to I Q) M o H g:i:i Wrl Hrl I"- M N rY: N o N U') M o rY: I"-COlJ") NOM en rl 0 I"- "" rl <0 8 ~ ~Q) E-< X W E-< "" N W N rl o "-' 2 H E-< Z ~ ~ H E-< ~ Cl W ~ Cl p, o l{) \.0 I o rl ~ :;i!a; 20 Hu.. E-<c.'J XHI-) wo::o 80~ U') \.0 U') I o (Y) o '0 , co M o H g:S Wrl o-:lrl rY: r--roNr- NOOM "'rlNN ~ro m- E-< X W E-< ~ H E-<Cl XH Wo:: 80 Ul W H 8 '0 00 u.. Z"-' HO ClE-< WZ E-<W c3~ p,c.'J OH Ul UlUl ~~ E-<~ a; 0:: 00 u..u.. t-:>t-:> 00 <1;<1; H ~D !.ilrl Hrl N W ~ P.. >< E-<E-< WH WO :I: (/):I: ~~ ~~ :s: ZW OH H:> E-<~ ~E-< P..Z ~~ 8:1. WP.. CJw ClCl D a:J~ o (/) E-< ..:I ::J (/) ~ l"- e Ul If) (") rf o .-< ...... If) ...... ...... I"- o Cl ~ [xl P.. cr: w CJ ~:s: ~~ ><~ E-< H o cr: w ~ ~ cr:(/) WE-< ~~ ~~ ><is I'-<Cl H~ o Q Wrl 8M (/)1 WO DM Qlo ~N W 80 ~7 H 0'\ 1'-<0 {/)O WN ~I'-< ZW lj8 HD a: CO o 6 H E-< A. H cr: o Ul w Cl E-< Z ::> o o ~ a: w ~ Z E-< Z ::> ~ ~ Ul W ~z~ ~8Ul (/)8rfl ro:ii"" ""I'-<Z UlO ZHH OZE-< HHO E-<::;:W ~~(/) (j) C> OM ill Ul (") :> Of;;ij ow ZCl D ~ ~ E-< Ul Ul o (') N r-- o 0 Ul Ul o '" N , I"- Ul ill o f') N r-.:- Ul \D o "" N , I"- g H o ~ w w o 0 ~ ~ b b (/) Ul Z Z H H o .-l ill <Xl I I o 0 .-< rl If) If) Ul Ul I.I) If) r I o 0 (') (') o 0 Ul Ul I I co <Xl (") '" e 0 w ~ H ..:I o o "" I o o rl o o If) I o 00 o 00 If) .-l "'" ~ o E-< X 41 E-< o o If) (/) ~ W E-< o Z (/) ci~ E-t0 o ZUl Ul f-1W HZ IH f-1Ul Ul:::> OCO 0., , ,Ul UlW ..:IP.. HO 0..:1 gj~ W <Z w o H ~ ~ o (/)Jj ZA. WH A.H o ria: E-<WW 1jo.,~~ E-11i:P..0 rl o I o N If) \.0 If) I o (Y) o Ul I co (") o H [:;15 WM HM o If) (Y) 1 o l1) M o o If) I o 00 o If) If) l1) ......M ~ (") "I (") E-< Q f-1 o o "" Cl ~::ijE-< H Z (/)i2~ OOA. E-<E-<O 01-1 ~~~ OWW HUlP (/) (/)wO Hf-tH iE~t5 :::> z UlOO 80 , W ,Z UlO ~ E-t~H ffl o Ul P.. W OOZ cr:~H P..Z(/) HD ~ ,a:J a: c..i2~~ wOH8 ~t)~~ E-<f-tt:LIWU) X UlI-1E-<:s:g wOWOW f-tP..(/)o.,Z ~ f-t Ul o A. N o I o "I If) \D If) I o C'1 o \.0 I co C'1 o 1-1 g;5 Wrl ..:Irl o o 0'\ I o o ...... o o o , rl 0'\ "I O'l o o o ~ Ul 41 H H P.. A. b (/) a: w :r:; ~ If) rl I o N I.I) \.0 I.I) I o C'1 o '" I co (T) o o o O'l E-< ~ f-1 X W E-t t5 ~ H 1-1 ~ o o \D o H fj Z o o W " ~ Ul l'J ~ Ul CJ Z H f-t W ~ W w f-to 80 HC'1 ~I o OCO :> c..0 O~ P..CO H :I:Cl ~~ o UlA. ZW 2~ UlIU o Cl W 0::: o c.. a: E-t~ XZ WH E-< Cl .. H ~V WM HM o o <J'\ If) N ..r o N I o o lI) l1) "I 0'\ o N If)OQLO NOON ..rOlf)<J'\ ~ ~ o "I o N II) N "" E-t X W E-< E-< X W E-t o N o If) <Xl rl N Ul Z o H E-< P.. H a: o Ul CO :::> (/) '" i2 W ~ ~ rl o I o '" If) \.0 If) I o C'1 o \.0 I co (T) o P.. E-<OWO XO:r:;Ul WWI'1;>-I !-4E-<ro::E: E-< X W I'-< H ~8 w.-< H...... H ~ W H ("l w o ...-: 0.. >-' E-<E-< WH WO :r:: (fJ:r:: ~~ Os: :;Os ZW OH H:> ~~ "'-:E-< o..Z ~~ o..[;-l E-<~ Wo.. OW c:\Cl ::> 1Ut:x.. o (fJ E-< ...:l o (/) ~ t- O ~ lJ) ("l rl o rl '-. lJ) M "- r- o o ~ 0.. ~ n., ex: W t'J "'-::;0 ~~ ><~ f-I H o ex: W t'J .0:: ~ ex:Ul WE-< t'JZ i~ o >-'1-) E-<O H<J; U o WM E-<M UlI WO OM 00 ~N W f-IO ~7 Hen f-IO UlO [ijN ...:l <I;E-< ZW Ht'J OCl HO ex: (Xl o lJ) 0 NO '<1'0 o N Z o H f-I 0.. H ex: U (fJ w CI f-I Z D 8 o <I; ~ f-I Ul W i3z:;i! ...:lOUl <I;H (fJE-<[Cl 00;:2"" 'OJ'E-<Z 0.. UlOUW ZHHCI~ OZE-<w<I; HHOE-<m<l< E-<:>:W UClUl I-il~ U) g ~ I-il ~ Z E-< Z 5 u ~ o o C'l ro~ :>: C'l :>0 OE-<HM o..Orl ow ZO o r... trl N 'OJ' o N o o o N J o o <D o o ~ N ri N N M ~ f-I X W E-< o o lJ) , N l'J ~ ex: W E-< CCZ H 1:3: IDa ri . 0 E-<N o z05 o ' E-<WO U)uw OZ(fJ OW~ :r::CGm w~ ,t:x.. ex:ZU) OOE-< f-IO(fJ ~ 0 Z...:lU H<J; aoa ex:zw 8~~ f-I UH XOOE-< wawU) E-<1-ilE-<W" Ul ~ H :8 W (/) ....... t'J Z H Z H ~ E-< o N I o (') lJ) CD lJ) I o ("l o ~ I co (') o ...:l WH :>0 Wr-1 ...:lrl o o o ~ a w :x:: (fJ ~ H ...:l 0 (Xl E-< ~ ;;: CG E-< W ~ ~ H E-<.--I:S 0.--1 zoo Nri 5CG~ HW ~~5 ZH H3'Cl E-< W (/) .(/) Wl'J<t: Clzm H - .f-I ex:W(fJ 01-ilE-< E-<::;;(fJ ~a:8 HW C1E-<a ex:ZW OHE-< 8:S~ OH UClf-! OWU) W f-I W" o o OJ 00 00 ro<D N CI W :r:: Ul H ...:l 0 (Xl E-< ~ :8 CG E-< W W f-! >< z H E-<rl:S 0.--1 :zoo Nrl Z 0 Ol'JN HZ E-<HZ <t:ex:o zo.. HUlO E-< W Ul . U1 Wl'J<t: C1ZiJl H ~ 'f-! CGWU) O~E-< ~ ~ Z00 HZ C1HCI CGCGw 8i7>~ UH UClE-< C1w{/) WE-<W f-I ~ f-I X W E-< t'J E-< :>: a: W E-< roZ H :s ~o rl '0 E-<N U OZ 5 0 E-<WCl UlUW OZUl ow~ :x::a:o:J w- . [u CGZ{/) OOE-< E-<U(/) ~ 0 Z...:lU H,o: OOCl CGzw 8~~ E-< UH XUOE-< WOWU) ~4 W f-I I-il .. [j:8 :>u I-ilrl HM o o o ~ Cl w :r:: Ul H H l'J iJl E-< ~ :<: ex: E-< W I-il E-< >< Z H E-<ri:S Orl zoo N.--I Z 0 Oex:N HW E-<E-<Z ~zo ZH H:?;C1 E-< W 130~ OZIll H - t2t)U1 OWE-< E-<:8U1 ~CG8 HW Of-lO ex:ZW SHE-< U:?;~ UH UOE-< OW<fJ W f-I W" o o OJ o lil :r:: (/) H H [!l D 0.. t'J ~ CG W E-< Z H E-<,.;:?; 0.--1 :zoo Nrl Z 0 0t'JC'\l HZ E-<HZ ~CGO zo.. H<fJO f-I W (/) .(/) wt'J<t: OZIll H ~ .E-< CGW(/) O[ilE-< E-<::>:<fJ ~ 0 zt'JU HZ OHCI CGCGW 00..E-< 8U):E UH UOE-< OW<fJ WE-< W.. E-< W >< o o OJ ~o 00 Zoo . I W U~ ZH ~~ WO r...:c Z 0'" U W l'JW zt:x.. H ~~E Z lilo-:JW z<t:~ HW :>O(fJ W f-I o..",(/) ~o8 OZ HO .0.. W CGo..E-< ~g:E ~U)H Z E-< H(fJ{/) iil~W 81':J' o Cl\ U.--I UUlI C1Ur- [JJ H r-I 10: J o o ~ o Z .0 0(/)0 E-<t'JM (/)E-< 0;;:1 o :r: .E-< Ul(/) WZO ;:;:ou E-<W ;:;: ZUf-! HZ(/) OW (/)H Z I 8ci~ ~HW U(/)>-' OH o-:J:>w :c (/)CGf-! 00 o t" f-! H :::> CGWO <J;t'J::c >t5g ...:1 0 CGHCG o:<:::c ~ f-! :z; (fJ H,o:W C1~U CG Z o W o ex: oow ex:r... OE-<Z ,0: owo ~ W;;: U" U <3' [il o ~ p., ~ lil ~ >< E-<E-< [ilH [ilU :r: (/)0:: ~~ ~~ :;;: Zlil OH H:> E-<t1 ~E-< l).,Z ~~ p.,f-< E-i~ [ill)., Olil QO o iI1 rx. o (/) (-i t-l P (/) ~ I- o \,0 to (V) rl o rl '- lI) rl '- I- o Q ~ 0, ~ 0., 0:; [iJ o ~~ ~~ ><~ E-< H o ~rn [iJf-< l'JZ i~ ><~ 8Q H~ U Q [iJ.-I E-<..-1 (/)1 (.:10 Orl ClIO ~N [il 80 ~7 HO"I 80 (/)0 [iJN ~f:-< Zlil H0 t'J0 HP ~iI1 o Z o H E-f 0., H ~ U (/) [iJ o E-f 8 U U ~ ~ E-f (/) lil Ul H t'LlZ~ ~Srn UlHCO co~<3' <3'HZ UlO ~~~ HHU tl~frl [iJ~ (/) ~ H ~ ril ~ o Z E-< 5 o U U ~ co on co \0 C"') :> OHH 0,0 ow ZQ P U, C> C> C> N C> C> U) ~ N C> C> C> to , N C> C> to ~~ C> o o f:-< X (.:I 8 ~ rl o o to 8 UlE-< (/) Z HZ ~~ , N ~ :;;: N rl N 0\ rl 0"1 o ~O ~ l'J Z H a H H P m E-i (/)E-i ell Z HZ ~i ~ . ~ <Xl o co 0'10 <J'\ ci Oril HU ~:i! HZ 3H~ E-<[iJZ XE-lH ~fJ~ rl rl I o <3' to \D to I o M o I.D I <X> C"') o H ~1:j t'Llrl Hrl o o t1) , N C> o M o o o f') E-i ~ o o C"') E-l X [iJ E-i o o C"') ~ u, o (/) ~ ril E-l D p., ~ U If) If'l I o <3' U) \.0 U) I o C"') o \.0 I co C"') o ~ H f:-< ~ ~ o (il O':l o a ~ (.., o (il Q E-itZ xt'J rill)., 80 t-l ~1:j [ilrl Hrl 00 00 C"') C"') [il f:-< H o (/) o o o '<1' m U) '<1' 0\ I.f) (/) (.:I (il r... [il ~ H P:; [il H o p., ~ U o \,0 I o "" L(1 \.0 to I o M o \D 1 <Xl C"') o o o o ,....l N l- N ,....l N 0- N U'J [il f,l rr. fil () ~ H Z H ~ P:; [iI 8 o ~ o () I.f) \.0 I o '<l' L(1 \D If) I o M o \,0 I co M o o o o o .-1 C> o o o o rl C> 0 C> 0 00 H ~ , :800 .:Crlrl rl \,0 N ~ E-i X t'Ll H o o o C> rl ~ [iI H (/) Z H ~ Ul .,; :r: H H :;;: ell Z o H 8 .,; E-< H P E-<(/) XZ [il0 E-i0 n o I o If) to \.0 m 1 o M o \.0 I 00 M o H ril:8 >0 [ilrl Hrl UJ Z H ~ U'J .,; Q :i! o C> o \0 '<1' 0\ 0:> o Ul [iI U H ~ [il U'J H [il ~ o U'J 0:; fil 0., If) o I o If) LO \D If) I o M o W I co M o c:> c:> o o N 1 o o o , o (V) co o o c:> to o o o o E-< ' ~g E-i X [iI E-< o o o U'J (il ~ l'J C4UJ PCiI a Q~ UJ~t'J W p., Q[ilP ~~~Q ~~Z~ p.,Pt'Ll E-<[il ~OZU H~~~ E-iW [il ~u:8E-< ZrilZ fil~E-<H UZU'J~ HW><:8 ~~U'J~ filHOP:; U'J~5~ E-< O~ [ilfilU'JU 5i::1.,;.,; E-<r.lU'JN~ @~CO~H~ E-iH~o.,p.,U ~ o o N U H ~ ril UJ ~ 5 H U'J U'J [il r.... ~ P:; ~ f-< o I- o I o If) U) lO If) I o <'1 o \0 I 0:> f') o H ~tj [ilrl Hrl o o o o o <'1 o I o o o 0\ rl o o o o 0\ '<1' I 00 00 00 00 <'1N o rl <'1 "" 0:> rl o o o o o N E-< Z H ~ [il H ~ U"l ~ l'J Z H UJ H H ~ ~ Q ~ >< E-< P:; [il p., o ~ 0., N rl I o LO LO o I o I.D If) to If) I o <'1 o \0 I 0:> M o U) lO to I o <'1 o \D I co <'1 o LI1 fil t!J ~ P< >- E-<E-< filH Ii) U :ti Ul:I:: ~~ OS: s: Z~ OH H:> E-<~ ~E-< P<Z f;:!~ P<E-< E-<~ iilP< t!Jfil 00 ::> Oll'<l o Ul E-< H tJ Ul ~ r- o \D LI1 r") r-I o r-I ....... \f) r-I ....... r-- C> o ~ f;:! Cl< P: iil ~~ ;><~ E-< H o P: ril ~ ~ O::Ul iilE-< 0Z ~~ ;><g E-<O H~ o o iilr< E-tr-l UlI iilo Dr-I 00 f;:!N iil E-<O :117 HQ"\ E-<O UlO iilM ...:I ~~ t98 Ht:l P:0l a z o H E-< P< H 0:: u Ul ril o E-< Z t:l o U ~ ~ E-< Ul iil Ul H ~8~ :~~ '<l'~6 ZHH aZE-< HHU E-<::E:iil UOUl iil.o; Ul ~ P: fil ~ o o (") co co r") :> OE-<H Cl<O ow SO r.. E-< Z tJ o U U <:C E-< ~ - en N o 0000 o 0000 o UlLl100 ... ... ... ... .-iNOm r-Ir-I"l' E-< X ril E-< Ul t3~8 Z ::E: HE-ta E-<ZZ o:lUUlHa :>::>HHP:U Ult)~...:ICl<ril H 0 E-<O:: Z xtJ a rila U E-<E-< rxl H g2ij filr-l ...:Ir-I [!) Z H Ul H E-< P:E-< ~~ .o;P< o Cl<...:I 9g2 8~ ~ ~ U ~ o:l E-< Z ~ Cl< a ..:l ~ iil o E-< ~ B E-< , o 00000 o 00000 o LI1LOOOO - LI) N ... .. ... ... .... r-INOO'\O r-Ir-Ir-I<'1 ~ tJ :r: t) @ Ol t!J Z E-< H Z ~ ~ O::E-< 0 ~~ ~ .o;~ ~ P<H Ul 01 iilUlOU >0~H 8~~E-<~ E-<ZZ CQUUlHO ::E::>HHO::U UlU::E:..:lCl<rxl H 0 ~~ 6 f,) 0 U E-<E-< f:r.l H ~o filr-l Hr-I ~ U o I o Ul N o III N o o Ul rxl U H 5: rxl Ul ..:l .0; H P: o E-< H ~ o rl , o '" III co LI1 I o f') o '" I co f') o CJ o o co o o o - .-i CJ o o - r- C> C> CJ 000 C> 0 0 ~ i:l;r--r-ICO o o o E-< X ril E-< - co o o o ,;; Z H :11 E-< Ul ~ N r-I m Q ~ Z H ~ E-< 1Jl iil ~ ~ o H 0:: E-< U fil H (LI co o 0\ o E-< >< E-< H U H P: E-< ~~~ E-lfilO .-\ o I o r- III co LI) I o f') o '" I co (") o H ~1:5 rxlr-l ..:lM o C> \D o o o co ~ o o co E-< @ E-< o o co Ul e1 o E-< f:r.l U H ~ fil 1Jl 1Jl ~ [!) ..:l ;:Z E-<t:l fj~ E-<Z ~ D ~ Z N o , o r-- Ul '" U) I o (V) o co , (D (Y) o H ~t:i (LIr-I Hr-I 00 o 0 co lD Z H ~ E-< Ul ~ N rl m Q ~ 00 o 0\ o o (V) - .-l o o o ('fl - r-l o o r- 00 o C> M<'1 E-< - ~.-lrl E-< X rxl E-< o o ('fl r-I Z H ~ E-< Ul t>J s: N r-I 0'\ o ~ P: rxl ~ s: '<l' o I o r-- l!) co en I o ('fl o co r (D M o co o 0\ 0:: o r.. 0:: E-<fil XE-< ril<:C E-< :<: H ~i5 W.-l HM \.D r:r:; 0 0 0 0 0 N 0 0 0'\ 0'1 W 0 0 0 0'1 0'\ 0'1 5J 19 N 0 0 \.D If) If) r::t:::s ... ... r::t:: ~~ 0 If) N 0 0 0., If) rl N \.D \.D \.D OJ OJ >-< ~ E-i H U I I r:r:; p:; (f) 0 0 0 0 0 0 0 0 \.D \.D i WE-i OJ CO ~z N N .. .. ~~ OJ CO <:J' ~ >-< >-<S E-< E-i E-iC ~ H Hr::t:: w u u ::r: (fJ ::r:: ~ E-i H 0 :-;: 0 0 0 0 0 0 N 0 0 Lf) Lf) :5 w ,.-1 0 0 0 0'1 CO CO :-;: E-i rl N 0 0 1.0 CO CO Z W (f) I .. .. ... ... ... 0 H W 0 0 If) N CO CO H>- Drl If) rl N 0 0 i: Olo 0 0 00 \.D 0'\ O'l ggN 0 0 00 N N 00 ~ E-< o.,Z ~ 00 i2~ If) Lf) o.,E-i E-i E-i E-<~ W 0 X 0 X 0 0 0 ~ 0 0 0 0 ~ 0 0 ~ 0 W 0 0 0 r') r') Wo., rl N E-< 0 E-< 0 r-I 0 OJ OJ l'JW I ... .. ... .. ... CO H 0'\ 0 If) ~ 0 0'1 0'1 D E-i 0 If) ,.-1 \.D 0 If) If) a:l~ (f) 0 \.D CO \.D \.D 0 W N ... r-I r-I (f) E-< . ....:l >-< D ~ (fl gg ~ 0 W 0 r::t:: f- a 0 ~ 0 0 <:J' ~ E-< 0 ~ 0 ~ 0'1 0 0 \.D \.D W N 0 0'\ r-I 0 ~ ~ H19 ... ....:! .. ... ... ... ... 19C 0 P4 If) ~ 0 0 0 HD C If) r-I \.D 0 rl rl P:;1:!l ~ C 1.0 CO 0'1 O'l 0 ~ ... ... rl rl r::t:: N >-< ~ ~ 0., W U ~ 0 W 8 ~ 5 ::r: ILl 8 (V) ~ If) k. P:;u) ~ 0 0 rl ::r: t'J Z 0 0 0 8 Z Oa:l 8 ~ 0 Z 0 k.....:! H q Q q H H D p:; C4 8 5 S S ~ E-< Vl(:Q 0 H C4 ~E-< k. ~ (f) k. rx... k. H (f) u::r: 0 H p:; W Hl9 W H C4 0 0 0 Vl U ~ H ::>H Vl 0 E-< 8 8 (f) 8 et:....:! >-< Z w :s 0 ~ ~ 8 H W U W 0., ~ Vl Vl (f) 8 ....:l (f) .. Z p., (f) ~ ~ ~ r-- 8 (fl H (f) ILl X P:; ~ 0 E-< ~ E-l >-<...:1 19 W P:; p:; W Z Vl ~ D 8H Z 0 0 8 8 E-i rx... E-< \.D D W Z H,::C H >-< ru k. Vl If) 0 ~ 0 (fl 0 ....:lZ E-< U ~ ~ ~ ~ (/) U H (f) H Z Z a ()I w CY) ~ (/) ~ a:l H 8 ... 0 w ~ ~ ~ Z rl ~ ~ D (/) U t!) r::t:: ,::C r::t:: 8 0 rQ :5 Z (/) H ... ~ 8 15 If) ~ 0 H r-- O'l r') ~ If) CY) 8 0 (fl 0 8 U If) 88 O'l O'l 0 0 r-1 (V) Cil ~ rl ZH H I X (f) U I XZ r I I I I r ~ "- OZ 8 0 ~ H (/) 0 wo 0'1 0'1 0 0 0 0 E-l If) P:; HH 0 r-- :8 0'\ 8U 0'1 O'l 0'1 0'1 0'1 0'1 Z U) rl ILl 8:8 ~ . 0 H ...., ~ UQ rJ) lJ) lJ) lI) tr) 0 0 0 0 H Z r-- wr::t:: \.D \.D \.D \.D co co co co E-< H 0 (f) 0 If) If) If) Lf) 1.0 \.D \.D \.D U ~ Z 0 CY) I ....:! I ....:! I I I I , I W 0 co \.D 0 ~ C 0 ~ :8 0 0 0 0 0 0 U) ~ ~ E-i (V) >- CY) r') u (V) (V) (V) (V) CY) CY) 5 0 8 H 0 W r-I 0 W rl 0 0 0 0 0 0 C4 0 \.D ....:! ,.-1 \.D ....:l ,.-1 1.0 1.0 1.0 \.D \.D \.D p., 0 0 W I I I I I I I I ~ u 5 0 co co co co co OJ OJ OJ ~ CY) CY) (Y) (Y) (Y) CY) CY) r') -l< 0., k. 0 0 0 0 0 0 0 0 -l< j<