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HomeMy WebLinkAbout08-24-16 Meeting of the La Porte Redevelopment Authority/TIRZMINUTES OF THE JOINT MEETING OF THE LA PORTE REDEVELOPMENT AUTHORITY and LA PORTE TAX INCREMENT REINVESTMENT ZONE BOARD OF DIRECTORS August 24, 2016 DETERMINE QUORUM; CALL TO ORDER. The Board of Directors of the La Porte Redevelopment Authority, City of La Porte, Texas, and La Porte Tax Increment Reinvestment Zone, held a regular joint meeting, open to the public, on Wednesday, August 24, 2016, at 6:30 p.m., in the Council Chambers of City Hall, 604 West Fairmont Parkway, La Porte, Texas, and the roll was called of the duly appointed members of the Board, to -wit: Peggy Antone, Secretary Position 1 Dave Turnquist Position 2 Alton Porter Position 3 Horace Leopard Position 4 Doug Martin, Chairman Position S JJ Meza Position 6 Chester Pool, Vice -Chair Position 7 Lloyd Graham Position 8 Vacant Position 9 and all of the above were present, with the exception of Directors Martin, Meza and Graham, thus constituting a quorum. Also present were David Hawes, Hawes Hill Calderon, LLP; Ben Morse, Andrews Kurth; Traci Leach, La Porte Assistant City Manager; David C. Miles, Western Spherical Developers, LLC; and Virginia Blake, McCall Gibson Swedlund Barfoot PLLC. The meeting was called to order at 7:08 p.m. APPROVE MINUTES OF THE JOINT LA PORTE REDEVELOPMENT AUTHORITY AND LA PORTE TAX INCREMENT REINVESTMENT ZONE MEETING HELD ON MAY 25, 2016. Upon a motion duly made by Director Antone, and being seconded by Director Turnquist, the Board voted unanimously to approve the Minutes of the May 25, 2016, Board meeting, as presented. CONSIDER PROPOSAL FROM McCALL GIBSON SWEDLUND BARFOOT PLLC TO PERFORM FY2016 AUDIT. Upon a motion duly made by Director Porter, and being seconded by Director Leopard, the Board voted unanimously to approve the proposal from McCall Gibson Swedlund Barfoot PLLC to perform the FY2016 audit. CONSIDER FY2016-2017 BUDGET. Handouts were provided of the proposed FY2016-2017 budget, a copy is attached as Exhibit A. Mr. Hawes reviewed the proposed budget and answered questions. Upon a motion duly made by Director Porter, and being seconded by Director Turnquist, the Board voted unanimously to approve the FY2016-2017 Budget. CONSIDER DEVELOPMENT DISBURSEMENTS. Handouts were provided of the Agreed -Upon Procedures Reportfor construction, engineeringand related costs reimbursable to Beazer Homes Texas LP and Senior Associates Inc., a copy is attached as Exhibit B; and a spreadsheet titled La Porte Developer Reimbursements — Tax Year 2015 Values, dated 8/24/201.6, a copy is attached as Exhibit C. Ms. Blake presented the Agreed -Upon Procedures Reimbursement Report and answered questions. Mr. Hawes went over the developer reimbursements and answered questions. Upon a motion duly made by Director Turnquist, and being seconded by Director Leopard, the Board voted unanimously to approve the developer disbursements (1) Retreat at Bay Forest in the amount of $46,635.50; (2) Beazer Homes in the amount of $17,940.04, (3) Senior Associates in the amount of $5,767.87; (4) Port Crossing -Liberty Property Limited Partnership in the amount of $1,454,627.70; and (5) the City Trunk Line payment in the amount of $311,858.45. Upon a motion duly made by Director Leopard, and being seconded by Director Turnquist, the Board voted unanimouslyto approve theAgreed- Upon Procedures Report for construction, engineering and related costs reimbursable to Beazer Homes Texas LP and Senior Associates, Inc. as presented. CONSIDER DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF LA PORTE, TEXAS, REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, LA PORTE REDEVELOPMENT AUTHORITY AND WESTERN SPHERICAL DEVELOPERS, LLC OR AN AFFILIATE THEREOF. (Bayforest Ranch, Ltd.) The Board reviewed the Development Agreement with Bayforest Ranch, Ltd., included in the Board agenda materials. Mr. Hawes noted the agreement was going to be amended to be between the Redevelopment Authority, Reinvestment Zone and Bayforest Ranch, Ltd. and the City would be removed from the agreement. After review and discussion, and motion was made by Director Porter, and seconded by Director Antone, and the Board voted unanimously to approve the Development Agreement among the Reinvestment Zone Number One, City of La Porte, Texas, La Porte Redevelopment Authority and Bayforest Ranch, Ltd., as amended removing the City of La Porte from the agreement. CONSIDER APPROVAL OR OTHER ACTION WITH REGARD TO AUTHORITY INVOICES. Mr. Hawes presented the cash flow report and reviewed the invoices included in the Board agenda materials. Upon a motion duly made by Director Turnquist, and being seconded by Director Leopard, the Board voted unanimously to acceptthe cash flow report and approved payment of invoices, as presented. RECEIVE UPDATES FROM THE CITY, DEVELOPERS AND STAFF WITH REGARD TO DEVELOPMENT WITHIN THE ZONE. No action from the Board was required. BOARD MEMBER COMMENTS: a. Matters appearing on agenda; and 2Page b, inquiry of staff regarding specific factual information or existing policy. No action from the Board was required. ADJOURNMENT. There being no further business to come before the Board, Vice -Chair Pool adjourned the meeting at 7:38 p.m. Secret List of Exhibits: A. Proposed FY2017-2017 Budget B. Agreed -Upon Procedures Reimbursement Report for Beazer Homes and Senior Associates dated August 24, 2016 C. Spreadsheet— LaPorte Developer Reimbursements —Tax Year 2015 values 3Page ex. 1.1 La Porte Redevelopment Authority Tax Increment Reinvestment Zone Number One City of La Porte FY 2016 -17 Proposed Budget Revenues: Beginning Fund Balance Estimated TIRZ Revenues City County LPISD Interest on TIRZ Funds Estimated TIRZ Developer Advances Bayforest Land, Ltd. Lakes of Fairmont Greens Beazer Homes - Expansion Area Senior Associates - Expansion Area Port Crossing Total Revenues TIRZ M&O Expenses: Administration and Project Management TIRZ Expansion Costs Legal Agreed Upon Procedures Reports Annual Audit Operating Expenses Bank Expenses Total Expenses Transfers City Administration Educational Facilities 2015-16 2016-17 Approved 2015-16 Proposed Budget Estimated Budget $ 544,505 $ 544,650 $ 621,694 $ 761,082 $ 837,562 $ 862,689 $ 287,724 $ 388,137 $ 399,781 $ 1,450,225 $1,517,718 $1,563,250 $ 300 $ 300 $ 300 $ - $ - $ 3,054,278 $1,368,029 $ - $ 466,032 $ - $ 282,500 $ 847,500 $ 3,043,837 $ 6,404,928 $ 7,349,492 $ 31,500 $ 24,000 $ 24,000 $ - $ 10,000 $ - $ 3,000 $ 4,500 $ 4,500 $ 4,000 $ 6,000 $ 4,000 $ 7,500 $ 8,000 $ 8,000 $ 500 $ 499 $ 500 $ 100 $ -40 $ 100 $ 46,600 $ 53,039 $ 41,100 $ 83,102 $ 96,649 $ 99,065 $ 469.453 $ 680,157 $ 697,161 Total Transfers $ 552,566 $ 776,806 $ 796,226 Capital Improvements City CIP Trunk Line Project $ 250,000 $ 311,858 $ - Bayforest Land, Ltd. $ - $ - $ 3,054,278 Beazer Homes Capital Improvements $ - $1,368,029 $ - Senior Associates Capital Improvements $ - $ 465,032 $ - Port Crossing Capital Improvements $ - $ 282,500 $ 847,500 TIRZ Developer Reimbursements Lakes of Fairmont Greens $ - $ _ $ Beazer Homes $ - $ 17,940 $ 18,478 Senior Associates $ - $ 5,768 $ 5,941 Retreat at Bay Forest $ 17,975 $ 46,635 $ 48,035 Port Crossing $ 1,147,826 $1,464,628 $1,498,267 $ 1,416,801 $ 3,963,390 $ 5,472,498 Ending Fund Balance $ - $ 621,694 $1,039,668 Ex. 6 SUBj'E�C') �OP7- eNgN�� LA PORTE REDEVELOPMENT AUTHORITY REPORT ON APPLYING AGREED -UPON PROCEDURES TO CONSTRUCTION, ENGINEERING AND RELATED COSTS REIMBURSABLE TO BEAZER HOMES TEXAS LP (DEVELOPER) AND SENIOR ASSOCIATES, INC. (OWNER) AUGUST 24, 2016 WCALL GIBSON SWEDLOND BARFOOT PLLC Certified Public Accountants TTo C TABLE OF CONTENTS SCHEDULE INDEPENDENT ACCOUNTANT'S REPORT ON APPLYING AGREED -UPON PROCEDURES SCHEDULE OF CONSTRUCTION, ENGINEERING AND RELATED COSTS REIMBURSABLE TO BEAZER HOMES TEXAS LP (DEVELOPER) A. SCHEDULE OF CONSTRUCTION, ENGINEERING AND RELATED COSTS REIMBURSABLE TO SENIOR ASSOCIATES, INC. (OWNER) B SCHEDULE COMPARING ACTUAL REIMBURSABLE COSTS WITH EXHIBIT B OF DEVELOPMENT AGREEMENT C McCALL GIBSOIV SWEDLUND BARFOOT PLLC Certified Public Accountants 13100 Wortham Center Drive Suite 235 111 Congress Avenue Houston, Texas 77065-5610 Suite 400 (713) 462-0347 Anstin, Texas 78701 Fax (713) 462-2708 (512) 610-2209 E-Mail: ntgsb@mgsbyile.cone TVWWJ11gbu1lC.Car1 August 24, 2016 Board of Directors La Porte Redevelopment Authority City of LaPorte, Texas Harris County, Texas Independent Accountant's Report on Applying A eed-U on Procedures SUS J4 i-4 FT Tp Cyq� G,�_ We have performed the procedures enumerated below, which were agreed to by the Board of Directors of the La Porte Redevelopment Authority (Authority), solely to assist you with respect to the Construction, Engineering and Related Costs to be paid by the City of LaPorte, Texas Reinvestment Zone No. 1 to Beazer Homes Texas LP (Developer) and Senior Associates, Inc. (Owner) as of July 31, 2016, as set forth in the accompanying schedules. The below listed procedures were performed solely to assist you in determining the amount to be reimbursed to the Developer and Owner involved, and to facilitate the preparation of a comparison of the actual costs incurred with the Project Costs estimate as documented as Exhibit B in the Development Agreement. This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Board of Directors of the Authority. Consequently, we make no representation regarding the sufficiency of the procedures either for the purpose for which this report has been requested or for any other purpose. The procedures performed are summarized as follows: A. We reviewed certain schedules and supporting invoices submitted by the Developer and Owner in substantiation of the costs to be reimbursed. Our review included all documentation supporting items, amounts, and proof of payment for which reimbursement is requested. In addition, we reviewed all agreements submitted relative to the reimbursement request. B. We calculated the Developer's interest based upon the terms of the Reinvestment Zone Number One, City of La Porte, Texas ("La Porte Zone") agreement with the Developer for interest in accordance with the agreement dated February 10, 2014. Member of American Institute of Certified Public Accountants Texas Society afCerNfted Public Accountants La Porte City of La Porte,lTexasnt Authority S[�$jpC"RoF7- August 24pa2g01 � C/�',4NGE C. We verified the mathematical accuracy of the engineering invoices on a test basis. We tested the completeness of the engineering invoices based upon the total engineering invoices billed. D. We reviewed the computation of certain costs to gain assurances that the amounts required to be paid 100% by the Developer, in accordance with the Development Agreement, are deleted from the amounts to be reimbursed. E. For construction contracts, we footed the final pay estimates and calculated extensions for items paid on behalf of the Authority on a test basis. F. We obtained verbal confirmation from Paskey, Inc. and Landscape Art, Inc. that the construction contracts have been paid in full and that there are no additional claims against the La Porte Zone or Developer. We were unable to contact Angel Brothers Enterprises, Ltd. and Lou's Construction Company, Inc. to verify the status of their contracts. G. We prepared a reimbursement report for the benefit of the Authority, including the accountant's report and schedule of amounts reimbursable to the Developer and Owner, and have compared the amounts in the Development Agreement with the actual reimbursable costs to complete the projects. H. We were available to attend a meeting to present the report, and to answer questions relating to the report. The attached Schedule A, titled "Schedule of Construction, Engineering and Related Costs Reimbursable to Beazer Homes Texas LP (Developer)", sets forth their reimbursable costs. This reimbursement is in accordance with the terms and conditions of the Development Agreement by and among the Reinvestment Zone Number One, City of La Porte, Texas, La Porte Redevelopment Authority and Beazer Homes Texas LP dated February 10, 2014. Beazer Homes Texas LP originally submitted schedules and invoices totaling $1,902,08696, which did not include interest. We have revised the reimbursable amount to $1,449,516.87 including interest calculated through duly 31, 2016 in the amount of $55,466.42. The following changes were made to the original schedule: A. We calculated interest through July 31, 2016 at the prime commercial lending rate of J. P. Morgan Chase Bank in accordance with the Development Agreement. That resulted in an increase of $55,466.42. B. We deducted 30% Developer Share for items other than detention, which resulted in a decrease of $155,685.48. C. The owner share related to detention and land was deducted, which resulted in a decrease of $276,165.29. La Porte Redevelopment Authority ,august 24, 2016 City of LaPorte, Texas SU$j�GDRApT Page 3 7 7-0 Cy��GE D. We removed detention land which was reimbursable to the owner, which resulted in a decrease of $74,880.00. E. An adjustment to actual amount paid was made for landscaping amenities invoices, which resulted in a decrease of $1,305.74 The attached Schedule B, titled "Schedule of Construction, Engineering and Related Costs Reimbursable to Senior Associates, Inc. (Owner)", sets forth their reimbursable costs. This reimbursement is in accordance with the terms and conditions of the Reimbursement Agreement by and among the Reinvestment Zone Number One, City of LaPorte, Texas, La Porte Redevelopment Authority and Senior Associates, Inc. dated October 28, 2014. Senior Associates, Inc. originally submitted schedules and invoices totaling $201,285.29, which did not include interest or land. Subsequently, land documents showing current value were submitted, making the total due $455,823.47. We have revised the reimbursable amount to $466,031.93 including interest calculated through July 31, 2016 in the amount of $10,208.46. The following changes were made to the original schedule: A. We calculated interest through July 31, 2016 at the prime commercial lending rate of J. P. Morgan Chase Bank in accordance with the Development Agreement. That resulted in an increase of $10,208.46. According to the Development Agreement, the Developer is to be paid interest on the reimbursable amount at the prime commercial lending rate of J. P. Morgan Chase Bank per annum. Interest was calculated on the per annum basis of a year being 365 days. The following details the interest rates used for the periods included: Prime Dates Rate October 24, 2013 to December 16, 2015 3.25% December 17, 2015 to July 31, 2016 3.50% Schedule C compares the actual reimbursable costs due the Developer and Owner with Exhibit B of the Development Agreement. We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on the aforementioned reimbursable costs. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. La Porte RedeveIopm:ent Authority August 24, 2016 City of LaPorte, Texas Page 4 sU$J�CrR° cy AIVGE This report is intended solely for the information and use of the Board of Directors and is not intended to be and should not be used by anyone other than this specified party. However, this report is a matter of public record and its distribution is not limited. This report should not be associated with the presentation of any financial data of the Authority except to comply with filing requirements as specified by the parties to the agreement. McCall Gibson Swedlund Barfoot PLLC Certified Public Accountants Houston, Texas 2016 Report AUP LA SCHEDULE PCONSTRUCTION, TEEDELOPMENT AUTHORITY SU��EC7- 2- )- REIMBURSABLE TO BEAZER HOMES TEXAGS LP AND RELATED COSTS O CNII AUGUST 24, 2016 G� (SEE ACCOMPANYING DISCLAIMER OF OPINION AND EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) DESCRIPTION TOTAL Paskey,Inc. Construction - Water, Sanitary Sewer, Drainage and Detention to Serve Bayside Crossing Amount Paid by Developer S 873,687 18 Less: Amount Allocated to Owner 140,390.45 Less: Developer Share 30% of Water, Wastewater and Drainage 184,298.38 $ 548,998.35 Angel Brothers Enterprises, Ltd. Paving (Irrigation Sleeves) Bayside Crossing Amount Paid by Developer $ 96,178.00 Less: Amount Allocated to Other Projects 88,843.00 Less: Developer Share 30% 2,200.50 5,134.50 Landscape Art, Inc. Landscape -Amenities Bayside Crossing Amount Paid by Developer 674,568.51 Lou's Construction Company, Inc. Drainage Outfall Conflict and Relocation Bayside Crossing Amount Paid by Developer $ 36,540.00 Less: Amount Allocated to Owner 20,462.40 16,077.60 Storm Water Solutions, LP Storm Water Pollution Prevention Plan Bayside Crossing Amount Paid by Developer $ 34,334.35 Less: Amount Allocated to Owner 5.060.50 Less: Developer Share 30% 10,300.31 18,973.55 Schedule A Pagel of3 LA PORTE REDEVELOPMENT AUTHORFTY SC RED MBURSABLE TOCONSTRUCTION,ULE OF ORELATED 05T5 BEAZER HOME TEXAS LP (DEVELOPER) AUGUST 24, 2016 (SEE ACCOMPANYING DISCLAIMER OF OPINION AND EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) DESCRIPTION Cobb Fendley Engineering - Drainage Report Bayside Crossing Amount Paid by Developer $ 10,098.88 Less: Developer Share 30% 3,029.66 Cobb Fendley Engineering - Detention Ponds Bayside Crossing Amount Paid by Developer $ 45,175.30 Less: Amount Allocated to Owner 35,371.94 Cobb Fendley Engineering - Water, Wastewater and Drainage Bayside Crossing Amount Paid by Developer $ 84,082.17 Less: Developer Share 30% 25,224.65 Cobb Fendley Engineering - Outfall Conflict and Relocation Bayside Crossing Amount Paid by Developer Kudela & Weinheimer Landscape Architecture Bayside Crossing Amount Paid by Developer TOTAL $ 7,069,22 9,803.36 58,857.52 7,890.00 33,816.57 Schedule A Page 2 of 3 LA PORTE REDEVELOPMENT AUTHORITY She .J.� DR�4fiT SCHEDULE OF CONSTRUCTION, ENGINEERING AND RELATED COSTS TQ REIMBURSABLE TO BEAAZER HOMESO TEXAS LP (DEVELOPER) CA/ ��eE (SEE ACCOMPANYING DISCLAIMER OF OPINION AND EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) DESCRIPTION TOTAL Geotech Engineering & Testing Material Testing - Water, Wastewater and Drainage Bayside Crossing Amount Paid by Developer g 18,373.25 Less: Developer Share 30% 5,511.98 $ 12,861.27 TOTAL AMOUNT REIMBURSABLE TO BEAZER HOMES TEXAS LP AS OF DULY 31, 2016 S 1,394,050.45 Developer Interest * 55,466.42 TOTAL AMOUNT PAYABLE TO BEAZER HOMES TEXAS LP AS OF JULY 31, 2016 S 1,449,516.87 * Interest is calculated based upon the J.P. Morgan Chase Bank prime commercial lending rate in accordance with the Development Agreement. Schedule A Page 3 of 3 LA PORTE REDEVELOPMENT AUTHORITY %90 SCHEDULE ONSTRUCTION, ENGINEERING AND RELATED REIMBURSABiE COSTS TO SENIOR ASSOCIATES, {OWNER) �7��� AUGUST 24, 2016 CN (SEE ACCOMPANYING DISCLAIMER OF OPINION AND �G� EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) DESCRIPTION Paskcy, Inc. Construction - Water, Sanitary Sewer, Drainage and Detention to Serve Bayside Crossing Amount Paid by Developer $ 873,687.18 Less: Amount Allocated to Developer 733,296.73 Lou's Construction Company, Inc. Drainage Outfall Conflict and Relocation Bayside Crossing Amount Paid by Developer $ 36,540.00 Less: Amount Allocated to Developer 16,077.60 Storm Water Solutions, LP Storm Water Pollution Prevention Plan Bayside Crossing - Detention Amount Paid by Developer S 34,334.35 Less: Amount Allocated to Developer 29,273.85 Cobb Fcndley Engineering - Detention Ponds Bayside Crossing Amount Paid by Developer $ 45,175.30 Less; Amount Allocated to Developer 9,803.36 TOTAL AMOUNT REIMBURSABLE TO SENIOR ASSOCIATES, INC. AS OF JULY 31, 2016 Add: Land at 2015 HCAD Value 2.34 Acres Detention Q 108.777 per Acre Developer Interest * TOTAL AMOUNT PAYABLE TO SENIOR ASSOCIATES, INC. AS OF JULY 31, 2016 + Interest is calculated based upon the J.P. Morgan Chase Bank prime commercial lending rate in accordance with the Development Agreement, TOTAL S 140,390.45 20,462.40 5,060.50 35,371.94 S 201,285.29 254,538.18 10,208.46 S 466,031.93 Schedule B Page 1 of 1 LA PORTE REDEVELOPMENT AUTHORITY 84/ gSHIOFGDETRGWWITEX�TB THE VEELAL oMENARENT AUGUST 24, 2016 / O cy (SEE ACCOMPANYING DISCLAIMER OF OPINION AND EXPLANATION OF AGREED -UPON PROCEDURES PERFORMED) �G�c REIMBURSABLE REIMBURSABLE ENGINEERING TO BEAZER TO SENIOR ESTIMATE HOMES TEXAS LP ASSOCIATES, INC, DESCRIPTION EXHIBIT B (1) T AS OFJULY 31, 2016 AS OF ]ULY 31. 2016 ESTIMATED COSTS - BAYSIDE CROSSING Storm Sewer Items Water Distribution Items Wastewater Collection Items SWPPP Items Contingency Engineering Detention Items/Land Amenity Items SUBTOTAL Developer Interest TOTAL (1) As presented in Exhibit B ofthe Development Agreement S 161,899 S 129,009 123,396 133,309 244,233 167.712 17,218 26,551 27,337 21,212 59,024 86,679 915,981 155,011 455,823 548,220 674,567 5 2,097,298 5 1,394,050 S 455,823 S S 55,467 S 10,209 S 2,097,298 S 1,449,517 S 466,032 Schedule C Pagel oft SUS J�cTRq'c� ro cF TOTAL ACTUAL COSTS % TO DATE ACTUAL VARIANCE ESTIMATED AND ESTIMATED OVER OVER ADDITIONAL COST ADDITIONALCOST (UNDER) (UNDER) TO COMPLETE TO COMPLL•-TE ESTIMATE ESTIMATE 129,009 S (32,880) -20.31% 133,309 9,913 8.03% 167,712 (76,521) -31.33°% 26,551 9,333 54.2Wb 21,212 (6,125) -22.41% 86,679 27,655 46.85% 610,834 (305,147) -33.31% 674,567 126,347 23.05% S - 5 1,84%873 5 247,425) S 65,676 S 65,676 S - 5 1,915.549 S (181,749) Schedule C Page 2 of 2 C O z 0 4 O tL 00 cn 0 0 0 0 Lq u't Cl O O I, 00 rn N OC � L em•1 O �J N aOm en tD zoo m----m en N f u.�- l!1 rl O V} V! 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