HomeMy WebLinkAbout11-18-09 Meeting of the La Porte Redevelopment Authority Minutes
LA PORTE REDEVELOPMENT AUTHORITY,
CITY OF LA PORTE, TEXAS
AGENDA MEMORANDUM
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
SUBJECT: Agenda Item Materials
2. Consider approval of the minutes of Board of Directors meeting held on
November 18,2009.
LA PORTE REDEVELOPMENT AUTHORITY
c/o Hawes Hill Calderon LLP
P.O. Box 22167
Houston TX 77227-2167
713-595-1200 or FAX 713-595-1295
La Porte Redevelopment Authority,
City of La Porte, Texas
Minutes of the Board Meeting
Held November 18th, 2009
1. Call to order - Lindsay Pfeiffer, President
The Board of Directors of the La Porte Redevelopment Authority, City of La Porte, Texas, held a
meeting, open to the public, on the 18th day of November, 2009; the meeting was called to order
at 6:32 p.m. in the City Council Chambers of the City council conference Room, 604 West
Fairmont Parkway, La Porte, Texas; and the roll was called of the duly appointed members of the
Board, to wit:
Peggy Antone
Dave Turnquist
Alton Porter
Horace Leopard
Doug Martin
JJ Meza
Lloyd Graham
Chester Pool
Lin Pfeiffer
Position 1
Position 2
Position 3
Position 4
Position 5
Position 6
Position 7
Position 8
Position 9 - Chairman
and all of the above were present except Director Porter, and Director Meza, thus constituting a
quorum. Also present at the meeting were Russell Plank & Tim Geisler (Port Crossing); Stacey
Osborne, and David Hawes.
2. Consider approval of the minutes of Board of Directors Meeting held on August 26, 2009.
Upon motion made by Director Pool, seconded by Director Antone, the board voted
unanimously to approve minutes as presented.
3. Consider Reimbursement to Port Crossing Land, LP, a Texas limited partnership based
upon accepted Agreed-Upon Procedures Report with regard to project costs.
Mr. Hawes gave a brief overview of the calculations used to for the disbursement of Harris
county funds. Upon motion made by Director Leopard, seconded by Director Graham, the board
voted unanimously to approve the disbursement of Harris County Tax Increment Revenue to
Port Crossing.
4. Consider approval of invoices.
Mr. Hawes presented the invoices. Upon a motion made by Director Pool, and being seconded
by Director Leopard, the board unanimously approved payment of the invoices.
5. Board comments--None were offered.
6. Adjournment. The Chairman adjourned the meeting at 6:47.PM
SIGNED:
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LA PORTE REDEVELOPMENT AUTHORITY,
CITY OF LA PORTE, TEXAS
AGENDA MEMORANDUM
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
SUBJECT: Agenda Item Materials
3. Approve Fiscal Year 2009 La Porte Redevelopment Authority audit.
LA PORTE REDEVELOPMENT AUTHORITY
c/o Hawes Hill Calderon LLP
P.O. Box 22167
Houston TX 77227-2167
713-595-1200 or FAX 713-595-1295
LA PORTE
REDEVELOPMENT AUTHORITY
ANNUAL FINANCIAL REPORT
SEPTEMBER 30,2009
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LA PORTE REDEVELOPMENT AUTHORITY
TABLE OF CONTENTS
SEPTEMBER 30,2009
Page
Number
Independent Auditors' Report......... ..................................................... .................................. 1
Management's Discussion and Analysis ............................................................................... 2 - 4
Basic Financial Statements:
Statement of Net Assets and Governmental Fund Balance Sheet ......................................
5
Statement of Activities and Governmental Fund Revenues,
Expenditures and Changes in Fund Balance....................................................................
6
Notes to Financial Statements........................................ .....................................................
7-10
Required Supplementary Information:
Schedule of Revenues, Expenditures and Changes in Fund Balance-
Budget and Actual- General Fund.................................................................................. 11
Notes to Required Supplementary Information .................................................................. 12
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PAT T ILL 0, B ROW N & H ILL, L.L. P.
CERTIFIED PUBLIC ACCOUNTANTS. BUSINESS CONSULTANTS
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
of La Porte Redevelopment Authority
We have audited the accompanying financial statements of the governmental activities and each
major fund of La Porte Redevelopment Authority (the "Authority") as of and for the year ended
September 30t 2009, which collectively comprise the Authority's basic financial statements as listed in the
table of contents. These financial statements are the responsibility of the Authority's management. Our
responsibility is to express opinions on these basic financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall fmancial statement presentation. We believe that our audit
provides a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
respective financial position of the governmental activities and major funds of the Authority as of
September 30, 2009, and the respective changes in financial position for the year then ended in conformity
with accounting principles generally accepted in the United States of America.
The management's discussion and analysis and budgetary comparison information on pages 2
through 4 and pages 11 and 12 are not a required part of the basic financial statements but are
supplementary information required by accounting principles generally accepted in the United States of
America. We have applied certain limited procedures, which consisted principally of inquiries of
management regarding the methods of measurement and presentation of the supplementary information.
However, we did not audit the information and express no opinion on it.
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January 26, 2010
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Management's Discussion and Analysis
As management of the La Porte Redevelopment Authority (the "Authority"), we offer readers of the
Authority's financial statements this narrative overview and analysis of the financial activities of the
Authority for the fiscal year ended September 30, 2009. We encourage readers to consider the
information presented here in conjunction with the basic financial statements which follow this section.
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Overview of the Authority:
The City of La Porte, Texas (the "City") authorized the creation of the La Porte Redevelopment
Authority (the "Authority") by the Resolution No. 2000-19 passed on December 11, 2000. The
Authority was set up as a local government corporation pursuant to provisions of Chapter 394 of the
Texas Local Government Code. The Authority is organized as a public nonprofit corporation for the
purpose of aiding, assisting, and acting on behalf of the City in the performance of its governmental
function to promote the common good and general welfare of Tax Increment Reinvestment Zone (the
"TIRZ") and neighboring areas and to promote, develop, encourage and maintain housing, educational
facilitie~ employment, commerce and economic development in the City. The Authority may issue
bonds with consent of City Council. The Authority is managed by a Board of Directors consisting of 9
members who are appointed by the Mayor with the approval of City Council.
Financilll Highlights:
· The liabilities of the Authority exceeded its assets as of September 30, 2009, by
($516,726) (Le. Net assets deficit).
· The Authority's total net assets decreased by $222,879 during the year.
. Cash and investments equaled $406,560.
· Annual expenses consist of construction of infrastructure and adminima.tive costs.
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Overview of the FilUlllCial Statements:
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This discussion and analysis are intended to serve as an introduction to the Authority's basic financial
statements. The Authority's basic financial statements comprise three components: (1) Management's
Discussion and Analysis (this section); (2) government-wide financial statements, which include the
fund financial statements, and (3) notes to the financial statements.
The financial statements include the Statement of Net Assets and Governmental Fund Balance Sheet and
Statement of Activities and Governmental Fund Revenues, Expenditures and Changes in Fund Balance
that present information for the Authority as a whole and provide an indication of the Authority's
financial health.
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The Statement of Net Assets presents information showing how the Authority's net assets changed
during the fiscal year. All changes in net assets are reported when the underlying event giving rise to the
change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported
in this statement for some items that will only result in cash flows in future fiscal periods (e.g.
uncollected taxes).
The Authority, like other state and local governments, uses fund accounting to ensure and demonstrate
compliance with finance related legal requirements. The Authority's funds are Governmental funds.
Governmental fund financial statements focus on current sources and uses of spendable resources, as
well as on balances of spendable resources available at the end of the fiscal year. Such information may
be useful in evaluating a government's near-tern financing requirements.
The financial statements can be found on pages 5 through 6 of this report.
The notes to the financial statements provide additional information that is essential to a full
understanding of the data provided in the financial statements. The notes to the financial statements can
be found on pages 7 through 10 of this report.
Financial Analysis:
As noted earlier, net assets may serve over time as a useful indicator of the Authority's financial
position. As of September 30,2009, the Authority's liabilities exceeded assets by $516,726.
La Porte Redevelopment Authority's Net Assets
2009
Assets $ 406,560
Other liabilities 308,260
Long-term liabilities 615,026
Total liabilities 923,286
Net assets (deficit):
Unrestricted ( 516,726)
Total net assets (deficit) $( 516,726)
2008
$ 321,179
615,026
615,026
( 293,847)
$( 293,847)
Overall, the Authority had a decrease in net assets of $222,879. This decrease is primarily related to the
Authority construction of infrastructure.
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2009
La Porte Redevelopment Authority's Change in Net Assets
2008
Revenues:
Program revenues:
Charges for services - developers
Total program revenues
$ 312,437
312,437
946,025
5,212
951,237
1,319,499
167,054
1,486,553
( 222,879)
( 293,847)
$( 516,726)
General revenues:
Property taxes
Intergovernmental
Interest
Total general revenues
Expenses:
General government
Interest and fiscal charges
Total expenses
CHANGE IN NET ASSETS
NET ASSETS, BEGINNING
NET ASSETS, ENDING
$
260,201
100,000
14,632
374,833
668,680
668,680
( 293,847)
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$( 293,847)
Annual expenses consist of constructing capital assets on behalf of the City and administrative cost.
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Budgetary Highlights
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During the year, the Authority did not amend its budget. Expenditures were greater than appropriations
primarily due to construction expenditures on behalf of the City being greater than anticipated in the
current year.
Long-term Debt
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The Authority owes $615,026 to the City of La Porte. More detailed information about the Authority's
long-term debt is presented in the notes to the financial statements.
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Discussion of Currently Known Facts, Decision or Condition in Fiscal Year 2009:
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As of January 1, 1999, the property tax base was $7,385,080. As of January 1,2009, the property tax
value is $2,137,427,887. The tax rate is $.71 on each $100 of taxable value.
Requests for Information:
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This financial report is designed to provide our citizens with a general overview of the Authority's
finances. If you have any questions about this report or need any additional information, please contact
David Hawes, P. O. Box 22167, Houston, Texas 77227.
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LA PORTE REDEVELOPMENT AUTHORITY
STATEMENT OF NET ASSETS
AND GOVERNMENTAL FUND BALANCE SHEET
SEPTEMBER 30, 2009
Statement of
General Adjustments Net Assets
ASSETS
Cash and investments $ 406,560 $ $ 406,560
Total assets 406,560 406,560
LIABILITffiS
Accounts payable 53,643 53,643
Due to developers 87,563 87,563
Accrued interest payable-due to the City of La Porte 167,054 167,054
Due to City of La Porte 615,026 615,026
Total1iabilities 141,206 782,080 923,286
FUND BALANCEINET ASSETS (DEFICIT)
Fund balance:
Umeserved, undesignated 265,354 ( 265,354)
Total fund balance 265,354 ( 265,354)
Total1iabilities and fund balance $ 406,560
Net assets (deficit):
Umestricted ( 516,726) ( 516,726)
Total net assets (deficit) $( 516,726) $( 516,726)
The accompanying notes are an integral part of these financial statements.
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LAPORTE REDEVELOPMENT AUTHORITY
STATEMENT OF ACTMTIES
AND GOVERNMENTAL FUND REVENUES, EXPENDITURES
AND CHANGES IN FUND BALANCE
FOR THE YEAR ENDED SEPTEMBER 30, 2009
Statement
General Adjustments of Activities
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Expenditures/expenses:
Current:
General government $ 1,319,499 $ $ 1,319,499
Debt service:
Interest and fiscal charges 167,054 167,054
Total expenditures/expenses 1,319,499 167,054 1,486,553
Program revenues:
Charges for services-developers 312,437 312,437
Total program revenues 312,437 312,437
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Net program revenues (1,007,062) ( 167,054) ( 1,174,116) L
General revenues: L
Property taxes 946,025 946,025
Interest 5,212 5,212
Total general revenues 951,237 951,237 L
Excess (deficiency) of revenues
over (under) expenditures ( 55,825) 55,825 L
Change in net assets (deficit) ( 222,879) ( 222,879)
Fund balance/net assets (deficit): L
Beginning 321,179 ( 615,026) ( 293,847)
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Ending $ 265,354 $( 782,080) $( 516,726) ~
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The accompanying notes are an integral part of these financial statements.
LA PORTE REDEVELOPMENT AUTHORITY
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30,2009
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ReDortine: Entitv
The City of La Porte, Texas (the "City") authorized the creation of the La Porte
Redevelopment Authority (the "Authority") by the Resolution No. 2000-19 passed on
December 11, 2000. The Authority was set up as a local government corporation pursuant to
provisions of Chapter 394 of the Texas Local Government Code. The Authority is organized
as a public nonprofit corporation for the purpose of aiding, assisting, and acting on behalf of
the City in the perfonnance of its governmental function to promote the common good and
general welfare of Tax Increment Reinvestment Zone (the "TIRZ") and neighboring areas and
to promote, develop, encourage and maintain housing, educational facilities, employment,
commerce and economic development in the City. The Authority may issue bonds with
consent of City Council. The Authority is managed by a Board of Directors consisting of 9
members who are appointed by the Mayor with the approval of City Council.
Government-wide and Fund Financial Statements
The government-wide fmancial statements (i.e., the statement of net assets and the statement
of activities) report infonnation on all of the activities of the government. Governmental
activities are supported by property taxes and investment revenue.
The statement of activities demonstrates the degree to which the direct expenses of a given
function are offset by program revenue. Direct expenses are those that are clearly
identifiable with a specific function. Program revenue includes 1) charges to customers or
applicants who purchase, use, or directly benefit from goods, services, or privileges provided
by a given function, and 2) grants and contributions that are restricted to meeting the
operational or capital requirements of a particular function. Property taxes and other items
not properly included among program revenue are reported instead as general revenue.
The government-wide and fund financial statements are provided for the governmental fund
of the Authority with a column for adjustments between the two statements.
Measurement Focus. Basis of Accountine: and Financial Statement Presentation
The government-wide financial statements are reported using the economic resources
measurement focus and the accrual basis of accounting. Revenue is recorded when earned
and expenses are recorded when a iiability is incurred, regardless of the tir-rJug of related
cash flows. Property taxes are recognized as revenue in the year for which they are levied.
(continued)
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Measurement Focus. Basis of Accountinrz and Financial Statement Presentation (Continued)
Governmental fund financial statements are reported using the current financial resources
measurement focus and the modified accrual basis of accounting. Revenue is recognized as
soon as it is both measurable and available. Revenue is considered to be available when it is
collectible within the current period or soon enough thereafter to pay liabilities of the current
period. For this purpose, the Authority considers revenue to be available if collected within
60 days of the end of the current fiscal period. Expenditures generally are recorded when a
liability is incurred, as under accrual accounting. However, debt service expenditures, are
. recorded only when payment is due.
The Authority reports the following major governmental fund:
The General Fund is the Authority's primary operating fund. It accounts for all
financial resources of the general government, except those required to be
accounted for in another fund.
Private-sector standards of accounting and financial reporting issued prior to December 1,
1989, generally are followed in the government-wide financial statements to the extent that
those standards do not conflict with or contradict guidance of the Governmental Accounting
Standards Board.
Assets. Liabilities and Net Assets or EQuity
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Receivables and Payables
Property taxes are levied on October 1 and attach as an enforceable lien on property as of
January 1. Statements are mailed on October 1, or as soon thereafter as possible, and are
due upon receipt. All unpaid taxes become delinquent if not paid before February 1 of
the following year.
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Governmental funds report deferred revenue in connection with receivables for revenue
that is not considered to be available to liquidate liabilities of the current period.
Governmental funds also defer revenue recognition in connection with resources that have
been received, but not yet earned. As of September 30,2009, the Authority does not have
property taxes receivable or deferred revenue.
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Long-term Obligations
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In the government-wide financial statements, long-term liabilities are reported as
liabilities in the governmental activities statement of net assets. In the fund financial
statements, governmental fund types recognize the long-term obligation as other
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(continued)
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Assets. Liabilities and Net Assets or Eauitv (Continued)
Fund Equity
In the fund financial statements, governmental funds report reservations of fund balance
for amounts that are not available for appropriation or are legally restricted by outside
parties for use for a specific purpose. Designations of fund balance represent tentative
management plans that are subject to change. As of September 30,2009, the Authority
does not have reservations or designations of fund balance.
Net Assets
Net assets represent the difference between assets and liabilities. Net assets are reported
as restricted when there are limitations imposed on their use either through the enabling
legislations adopted by the Authority or through external restrictions imposed by
creditors or laws or regulations of other governments.
Estimates
The preparation of financial statements, in conformity with generally accepted accounting
principles, requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the reporting
period. Actual amounts could differ from those estimates.
2. STEWARDSHIP AND ACCOUNTABILITY
Buduetarv Information
Expenditures exceeded appropriations by $1,199,213. This overrun was covered with
existing fund balance and unexpected revenues.
Deficit Net Assets
A net asset deficit of $516,726 exists as of September 30,2009. This deficit is the result of
the Authority borrowing money from the City of La Porte to finance capital improvements.
As of September 30, 2009, the amount outstanding that was used to finance construction of
assets was $615,026.
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3. DETAILED NOTES ON ALL FUNDS
Deoosits
Custodial Credit Risk. In the case of deposits, this is the risk that in the event of a bank
failure, the Authority's deposits may not be returned to it. State statutes require that all
deposits in financial institutions be fully collateralized by U. S. Government obligations or its
agencies and instrumentalities, or direct obligations of Texas or its agencies and
instrumentalities that have a fair value of not less than the principal amount of deposits. As
of September 30, 2009, $156,560 of the Authority's $406,560 deposit balance was
collateralized with securities held by the pledging financial institution. The remaining
balance, $250,000, was covered by FDIC insurance.
Lone:-term Oblie:ations - Due to the City of La Porte
The City of La Porte ftnanced capital improvements on behalf of the Authority. A payment
schedule has not been determined between the City and the Authority. Long-term liability
activity for the year ended September 30, 2009, was as follows:
Beginning Ending
Balance Additions Reductions Balance
Governmental activities:
Due to the City of
La Porte $ 615,026 $ $ $ 615,026
$ 615,026 $ $ $ 615,026
4. COMMITMENTS AND CONTINGENCIES
The Redevelopment Authority is a party to several agreements with developers who own property
in the La Porte Tax Increment Reinvestment Zone #1. The Authority is obligated to repay the
developers for public improvements made on the property uOp to the amount of incremental tax
value gained. A liability is not able to be determined because the amount of incremental tax value
that will be gained is not estimable.
The Authority has entered into agreements with the following developers: Port Crossing Land, LP;
65 La Porte, LP; and Retreat at Bay Forest, LP. Port Crossing has completed the public
improvements detailed in the agreement with the Authority. The accounting fIrm of McCall,
Gibson, Swedlund, Barfoot, PLLC, was hired by the Authority to review the developer's expenses
and determine the amount of reimbursable expenditures, which totaled $12,096,488. To date, one
payment in the amount of $826,187 has been made to Port Crossing for incremental tax value
gained.
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Authority; however, the developer has not applied for reimbursement because there has been no
incremental tax value gained
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REQUIRED
SUPPLEMENTARY INFORMATION
LA PORTE TAX INCREMENT REINVESTMENT WNE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE
BUDGET AND ACTUAL
GENERAL FUND
FOR THE YEAR ENDED SEPTEMBER 30, 2009
Variance with
Final Budget
Budgeted Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Property taxes $ 309,774 $ 309,774 $ 946,025 $ 636,251
Charges for services 312,437 312,437
Interest 10,000 10,000 5,212 ( 4,788)
Total revenues 319,774 319,774 1,263,674 943,900
Expenditures:
Current:
General government 120,286 120,286 1,319,499 $( 1,199,213)
Total expenditures 120,286 120,286 1,319,499 ( 1,199,213)
Change in fund balance 199,488 199,488 ( 55,825) 2,143,113
Fund balance - beginning 321,179 321,179 321,179
Fund balance - ending $ 520,667 $ 520,667 $ 265,354 $ 2,143,113
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LA PORTE REDEVELOPMENT AUTHORITY
NOTES TO REQUIRED SUPPLEMENTARY INFORMATION
SEPTEMBER 30,2009
BUDGETARY INFORMATION
An annual budget is adopted on a basis consistent with generally accepted accounting principles.
The legal level of control is a fund.
Expenditures exceeded appropriations by $1,199,213. This overrun was covered with existing fund
balance and unexpected revenues.
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LA PORTE REDEVELOPMENT AUTHORITY,
CITY OF LA PORTE, TEXAS
AGENDA MEMORANDUM
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
SUBJECT: Agenda Item Materials
4. Receive and discuss Sylvan Beach Development Agreement, by and between the
REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE; the LA
PORTE REDEVELOPMENT AUTHORITY; the CITY OF LA PORTE; the LA
PORTE ECONOMIC DEVELOPMENT CORPORATION; and HARRIS
COUNTY.
LA PORTE REDEVELOPMENT AUTHORITY
c/o Hawes HilI Calderon LLP
P.O. Box 22167
Houston TX 77227-2167
713-595-1200 or FAX 713-595-1295
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DEVELOPMENT AGREEMENT
Draft # 2 FebruarY 16.2010
This Development Agreement (this "Agreement") is made as of __ , ~2010, by and
between the REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS (the
"Zone "), a tax. increment reinvesbnent 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-role 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 ll.-'\RRLS COUNTY, a body corporati.~ and
polltic under the laws of the State ofTexas~ (tlu;: "COllnty").
RECITALS
_\ WHEREAS, pursUant to Chapter 311 of the ~exas T~ Cod de, as amended. the City Council of
the City (the '.City C()uncil") created the Zone m the CIty; an
WHEREAS, the Zone Board adopted a pProject and fiZ.inancing 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 Projeet ana FiBeReiRg 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
'l'rnnsportation Code, as amended.~. TRANS. CODB, to caro' 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 wishes to make certain
improvements to i&:i sani1my 80\VSr syGteHl. within the Zone, to further development within the
Zone and to carry out the purposes of the Zone as desctibed in the Pr<ljcet and FinaneiRg Plan,
and provide for the reimbursement of the ~Development Corporation and the County for su
improvements in accordance with such Plans; now, theFefore, and ().]A a5
V-\..N'~AJ6..vd
1:sa
Page 1 of 15
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mt provides terms and conditions f()/' the Pl'Qject
Whereas, the Development Corporation has agreed to provide cert.iill funding to the City tor
the Project; and
Whereas, Harris County has agree.d 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, -aml-the City, the Development Corporation and the COUllty
contract and agree as follows:
ARTICLE 1
GENERAL TERMS
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1.1 Definitions.. The terms "Agreement," "Authority," "City," "Development
Corporation", "County", HCooperatioll Agreement", "GLO", "City Council", "State" "Zone,"
"Zone Board," and "Tri-Party Agreement" have the meanings set forth in the preamble hereof,
and the following capitalized terms shall have the meanings provided below, unless otherwise
defined or the context clearly requires otherwise, For purposes of this Agreement the words
"shall" and "will" are mandatory, and the word "may" is permissive.
Act shall mean the Tax Increment Financing Act, Chapter 311. Texas Tax Code, as a~ended.
Authority Bonds shall mean any bond, note or other obligation issued or incurred in one or more
series pursuant to Article V. secured b ent or funds deposited in the Revenue Fund,
including refunding bonds. C ci;) . .
{;#y-Advances shall mean an nds ad e Development Corporation or the County to
City pursuant to Section 5. . and shall include any interest payable thereon.
City !l9qm~'''e1'Iie1't19 shalt mean the im.provements Project clefleribed. in Artiele 3 hereof and the
definition of P:'(~;eel..
Cswnty stiall meaD Harris Comity, Te~~~.
Interlocal Agreement shall mean an agt'eemellt between theity and the County regarding the
County's participation in funding the Projec . . approved by City ordinance 2008-
3070 dated March 24, 2008, and approved by County April 8, 2008.
Page 2 of 15
~--l}ev.,.I"\""me}~FAAr-afKtfl-sh-at.l-ttWan -
~ 1"""'- -_,__._______________.....__'_
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. .
Parties or Party shall mean the Zone,.the Authority 8H&-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. ~ ::.J:~Ct.A
Pr(~je('l shaH mean the Sylvan Bea Shore' e Protection and Beach Nourishment Pl'oject
described in the Project Agreements. r~ject Agreements shaH mean Special Document No. SO
2008-0002, between the State and the City; the. Project Cooperaiion Agreement, CEPRt'\ Project
NQ.14Q4. behveen the OLO and City. and the plans prepared by lJ ' I'pOl'lttion and titled
Sylvan Beac.h Shoreline Protection and Beach Renourishmen \;\
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 Sineular 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
Page 3 of 15
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2.1 Representatians af the ~'\l:H:8erity, The Authority Eac.h Party to this Agl'eement
hereby represents on behalf of itself that:
(A) It is duly autharized, created and existing in gaad standing under the laws af the
State and is duly qualified and autharized to carry an the gavernmental functions and aperations
as contemplated by this Agreement.
(B) It has the pawer, authority and legal right to enter into and perfarm this
Agreement and the executiaI4 delivery and perfarmance hereof (i) has flaw been duly
authorized, (ii) will not, '113 the best af its knowledge, violate any applicable judgment, arder, law
ar regulation, and (iii) daes nat constitute a default under, or result in the creation af, any lien,
charge, encumbrance ar security interest upan any assets af such Party the }..mBorit), under any
agreement or instrument to which such Party the f~-1ithority is a party ar by which such Party the
~A..1:ltherity or its assets may be baund or affected.
(C) This Agreement has been duly autharized, executed and delivered by
}..uthority such Party and, constitutes a legal, valid and binding abligatian af the
enfarceable in accardance with its terms.
(D) The execution, delivery and perfarmance of this Agreement by such Party the
Authority daes riat require the consent ar approval af any person which has nat been abtained.
2,23 R~FeSeBtaBaB afthe 213M, The Zone hereby represelitG that:
(A) The Zone is duly a<<tlienzed, created md existing t:mder tfte la:v~<8 afthe State and
is d1:lly Elu&lified and authorized to 6!l!ry SR the gevetllmeBtal ftmetieas aDd epemtieas as
oORtemplatea by this ~A..greemeBt.
(B) The ZORe has the pawer, &athorit)' lmd legal right ta enter into aRd perform this
."..greeBi0B.t afKt l6e 6'J[6euasR, deli-leI}" aM perfermanee fiereef (i) ha';e eeeR duly 81:lthemed,
(ii) '.d.-R Bet, te the Best sf its IG19'.\1eElge, yislate allY afll3lieaele jaagmeRt, emsr, law or
regulatiaB, and (iii) does BOt OeBflut1:lte a default under, or result iB the ereatian of, &BY lioo,
eharge, f::IReB'fBlllllBee or seettrity interest <<peB &BY assets sf the baBe 1ll'lEler ll:B)' agTeemeRt or .
instnlmentto '.vmeh the Zelle is a party er by wruea tile ZeBe or its assets may be brnmd or
affected,
(C) This }...greemmt has been dBly aBt~d, exeellted and deli-:erea by the baRe
and, eonatitutes a legal, ':alia aR6 biRd-iRg aeligation of the ZeRe, emoreeable ill aeeordaBee ',Vita
its tenRs.
CD) TIle exee-a.tioo, deli-lery and performaBee of this AgreemeRt by the Zone does Rot
FeEll:life tee eOBseat or approval of allY pefS€lR wbiek lias Bet eeeR gemmed.
2.22.3 Reer-eset'lattiaas ofilia City. tAe Development Corporation cmd the Count>,', The
City, the Dc';elopmellt Corporation. and theCouIlt)' heree.y represents that:
Page 4 of 15
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(1\) It is -1~Re.y-are daIy a1:l-thorizoo, exeRted ana ~sting in good staRdHtg ander the
laws ofthe8tate and is tIal)" titlaHfied aHa autll.arized to earry OR the gO'/emmefltal maatieBs and
epemtioos as eontemplatea ~ 1:his f~gFeemeftt.
(B) It has They have the flower, aath.arlty aad legal right te eater is.te Mid perform this
A-gt:eement _ 1;Re e!C-eeuti0R, deli~:ery and. perfermaM8 aefeof (i) ha~:e bees duly authorized,
(ii) will oot, to the best of its kaov:ledge, \ie1ate sy applieaale Jaa.gm.mt, erdef, law or
regalatiaa. sd (iii) dees Bet eeBstitllte a ciefault under, Sf faBUk in the eR'latWn af, any neB,
ehMge, eftcumeranee or seaarity iBterest UpOB any assets of the City Of' the Df.welopmeM
GorpoMtioa or the CouRt)' l:1B6er 8:8.y 8gfeemeBt Sf instrumeat tEl .....hish the City or tlw
Development CorporatioFl or th~ COl:ll1ty is a party at by which the City or the De:ve1opl11el'lt
Cerper-atioa or the COU~' at their its assets may be bOlmd or affeeted.
(C) This f..greement has been daly lHlflarired, eKeeuted and delivered ey the City, or
~Y~e~fllent CorporatioR ana Couut)' and, constitu.tes a legal, valid aac:t bindiBg abligaasfl. of
the City, the Deyelopment Cor}*}.fatien, and the Gounty enforeeaele iB aeeerdaBeEl ",vith its terms.
(D) The exeeution, OOlivery aB6 perfemaalule of this l'"greemeat l:ly tlie City,-tbtl
:Qev-elopment Corporation and the GeURty dees net require the GeBfleBt ElI' apprewl of aRY per&0H
wmeh has Rot 1900B o'6tatRed.
ARTICLE 3
TUE PROJECT
3.1 The City lmprovemeBts.Proiect. -The City lmpro'lemeBts Me Pr~iect 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. City Im.pre"lements Proiect tIDescription. The City Impre":em.eBts Project
consists of improvements to the Shoreline of Sylvan Beach Park as more. fully. describe.d in the
Project Agreements City's Saftitary Sewer System referfed te as the 80utfteazt Saaitary Sewer
Tnmk MaiD. anll1.ift Station Faeilities anticipated by the ~eHmina.ry Desiga Report, T.e. & B.
Job No. 13 145(;)1 GOl/Dated O&teeef 1997 together with any modifications, alternates or phased
construction approved, in writing, by p"rties to the Project Agreements. the City aetmg as
eOfl5truenoft maBager :fer the Zene Boar-d and the :'..uthority. The City Improvements Project
shall include all engineering, legal and other consultant fees and expenses related to sRah City
Hn~&'lemeBts. 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
Page 5 of 15
DUTIES AND RESPONSmILITIES OF THE CITY AND COUNTY
4.1 Responsibilities of the City COBStnlctieB lBaRaeeF. The City has entered into
Project Agreements with the State through the GLO e.f..::H.'"*Gs-General Lal'Id Offices (GLO) in
regard to the final design. bidding and construction funding of the"":Project. The City agrees to
comply with the c.ovenants and agreements meet its obligations contained within the Project
Agreements.
a.grees te aet as 6oostruetiOB manage!" far aHY eeBtrae'ts 8ateres iate '.villi Fespeet te the
City ImprovemeBts inelaEling all materials aHd servioes as aB:6 .';flieR r8Elllifeti in oODfteeeoo with
the eonstnIetiaR af the City ImpreVefB0Rts. The City ..'/ill. obtain. aU Besessary permits and
appreyals nam go':emFBeatal offieials ana ageaeies Mviag jurisdietiOB, 1mB previdesupervision
of all phases ef eooat:me1ieR ef the City lmpreTleHieBts so as to cause t;he eeBSml6SeB to be
performed iB aeeordanee '.v~tk the Plan..
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4.2 Design of the City l:m.t>r-evemeats. . The City shall prepare ef saase te he 13fE!t:lar-ed
the plaBS aREl sIleeifisatiaas fer tlte City ImpreVemeRts. City ImprOVemeRts shan he desigaed in
aeeefaanee '::#B. Ciry sf:.e:1lElards appliea"hle te simile.r piiblie impr.e"lemeBts "l,.'l~in the Cily.
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4.3 CORstruenaB eontraots. The :\.1Hherity shall BegeaMe aad award aR e~ts for
the City Improvements from among eoBtraeters qualified aae appreTlsB hy tlle City aHd shall be
the o\1lB€lr of the faeilities 1:1Bti1 completieR eitha eootroot, SHejeet to the Baty eftheCity te aetas
eoRStnietiea manage!" iR aeeordaaee with SeedeD 4.1, ahe-'le, ElBa t6 gaamRtee aR pll)'ftUlfIm te
the eontmetor, in aeeerda.nee with SeedeR 5.1, eelow.
...'
4. 4 '1.2 Proiect Completion. Upon completion of e the Pr~iect eOB:tfaet fer the
s9Bs1:rl:1etieB af the City Im.provementa, the City shall provide the Authority, Z,oxte and County
with a final cost summary pf all costs associated with the Project Impl"o';ements sass seRtFaet,
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 ;\:atHerHY shall
immediately apOD eertitieatioo of the eompletieB ef 8BY City !mIlre'laments GaRVey them to the
City for meeljlefanoB into the City pubtie werks system :fer aU purposes. The City shall also
provide verificatioll to the Zone, Authority and County that the Project was constl'l.lcted as
authorized by the GLO.
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4.3 Responsibilities of the Countv. Upon receipt of verification that the Prqject
~;ffifN~ were was constructed as authorized by the GLO, the County shall assist the Cily
~v :rf. . (1 the main~nance and annual repolting required by/ Article 4.03 (8) and (C) of the
SpeCIal Document No. SD 20080 . '€...
**
ARTICLE 5
PROJECT FINANCING AND FUNDING
5.1 The ~Developmcnt Corporation and County Advances.
n (' Page 6 of1S /'t ,}. 11." /")", u ~+- '?
?~\lldl ~S ~ ~.. l.OO~~.AA rty~ '
(a) IB 68flBeetiaB with the eeBSft1.itJtiOfl of the City lm~-avemeRts, the City agrees to
pnwicle sHfiisieflt funas as sush. Beeeme aue for all eost6 thereaf (t;ke "City .^..ay&1lCos"),
eOfl.atitLltiBg "projeet eests," as Ele:fHlea iR tlie }..et, :H1Gludmg sasre of desiga, eBgiReeriRg,
materials, laBor, eeft&tnletion, afld inapeeoofl. f-eEls arisiDg Hi eElBf.leetieB ....'*k 1:8e City
Improvemeftts, an paymoots ansiftg l:lflaer airY eaft1mets etitefea Bito pUfsuant to this ..^"greelBeH:t,
all eosts m6W'RId in eO:&lieeUOfl. with ebtaiBi:Bg ge'll!lBURemaI B.JlIlFe"':als, eertifieft'tes or permits
Te~eEi as a llart ef any 60Btraets eateroo into iB. aeearaaaee ..vita this "^4SI'eemeBt, alid all tela-red
18gM fees a1'14 0\lt ef lleeket e1EjleBses melitfeli €IIi behalf of the }..-atherity in SenBestioo
there.'/ith. City A-dYaRees shall further iMlli6e sy ameuBtsadva;aeed by the City Bi Gmm6ction
. .. ...
(b) Interest on each ~ Advance ,:
accrue at a rate equal to the prime commercial lending rate of Chase Manhattan Bank,
National AssociatioD, 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 b.asis 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 frrst day but excluding the
last day).
(c) +Be City shall &0t as guaretor of the obligations ofth.e ..^..lltherlty with reSfl0et tel &my
coatmets awarded in the :name of the }~lltkerity as pfElviaea ill BeetleD 4.3, abo'fa, and aay.such
eatHraGt shall pro"/ide that the eeatfaeter may leok fer pai'm-em oaly to the City. Of to tlmoo
provided to the ..<\..tHherity by the City speeifiaaUy for the pUfI'6se af making pa)'fBeftts te sueH
eafltmGtor. The City agr-eea to timely make SHeil p~eBts tEl allew fer paYHieBt Hi aeeerdaBee
'.vith the terms ofilia appHeaale eeRs1:rl:1efteB eeBRet.
5.2 Repavment of GiW-Advances.
(a) In consideration of the construction of the Project Gity Improvemeats, the Authority
shall begin repaying the ~Advances. and shall continue such repayment until repaid in full,
Page 7 of 15
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on the earliest date that funds are available from any of the following sources, and SOl~lY from
such sources: C--
(i) proceeds from the sale of the Authority Bonds, as set forth in subsection ~~
(ii) the Net Tax Increment, subject to the limitations set forth in subsection cf. ~
(b) To the extent that funds from the somces Listed above are insunI . I1t on any ~
scheduled date for the repayment of Advances to repay all outstanding A 'ances in full. l'
repayment of Advances shall be made eEt\laRy on a pro rata basis betwee.l the Development t:)__
Corporation and the COUllty on the basis of monies available for l"epayment. ~s provided herein, ~
the Authority shall issue one or more series of Authority Bonds at the e liest feasible date,
which Authority Bonds will be secured by a pledge of the Revenue Fund. The net proceeds of
the Authority Bonds shall be deposited to a 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 Gtty-Development Corporation and the County
Advances, plus jnterest. 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 City; 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 r:efund 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 iinprovements under the Plan pursuant to reimbursement agreements approved by the
Authority, either now or during the life of the Zone.
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) In addition to the Gity!-& Development Corporation's and the County's right to
reimbursement from Authority Bond proceeds, upon request from the City Development
Corporation and the County, the Authority shall reimburse the Gity-Development Cmporatiol1
and the County fer City 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
cribed in Section 5.3, below. .
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) At such time as funds are available to pay all or any portion of the ~ Development
Corporatiol) and the County Advances made hereunder, the Authority shall hire a certified public
accountant to calculate the amount due the 6ity- 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 Gity- Deve-lopment Corporation and the COlUlty 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
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Page 8 of 15
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ion by the Development Corporation and the County Git:y-of the records required
e Authority shall make payment to the Gity-Development COI'poration and the
ithin 30 days of approval of the auditor's report.
The Authority -shall provide to the Gity-Development Corporation and the County ~
upon th&- their written request of the City, and on the earliest date such information is available
after the date of such request, c~fied 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,
Cl.tvJ .
5.3.. Priori es. Amounts deposited in the Revenue Fund shall be applied in the
following order of . ority (i) disbursement to LPISP,. if applicable, for educational facilities in
accordance with rerlocal ent with LPISD, the City and the Zone; (ii) administrative
costs of the Zone d e Autho ; (iii) amounts pledged or required for the payment of
outstanding Authority onds, in udin Authority Bonds in the process of issuance and
refunding Authority nds, and pa nts to ~Deve1opment Corporation and the
County pursuant to S tlon 5 2( above. 0\
5.4. Multi Ie de[ ers 9:ftti th ment Co oration and the COllll ., The
Authority has entered into other. agreements with developers of land within the Zone for the
financing of Zone Itmprovements, and may enter into others. It is the intention of the parties that
eacl) 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 ~ f;>, J ~ I O~'I:'~.,i~..
;' 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 t:fte 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 una1located Tax Increment shall be used for calculation of the City's Net Tax Increment
and reimbursement of Gfty 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 Gity- Development Corporation and ffie 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.
Page 9 of 15
M>.
Ion by the Development e(j.1J?Qrai~oiJ and ttre County ~of the records required
thetefol'. .' e AuthQrity $halll~e pa~~t to.the~DeYelopi:I\ent COIJ>ol'ation flnd the
CQtmty; ithin 3'0 daysofapp,rqvtll ofthe:auditor'srepon.
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. The Authority ~hal1 provide totnt,' ~evelop11,ientCorporation and the County,
upontmrtheit written teCiu~st ,Bf the City, QDd. on :fhcearliest date such information is available.
after the date of$uch tequ,est~;.eertl.fi~.cQpies of all. statements of tevenueand thesOlirQes of
such rev~ue'onheZO~ and Atith0iity the irttendeduse afwhich t! to. verify,the availability of
funds fQrtepayment oftn4} City A,' ... .'.a'pplicabIe~ una.er't1:Ussepuon.
.WM-\ ...
S. 3 'P' .... .
'.' . :nOtlttes.
following ~r(kl":Qf
accoJ.1iancewith' .
casts of the Z6ne. .d he Aut rity; (Hi) ~Q:untspledgedor requit~ fer: the payment of
outstanding Authorit. a'on . ; including Autllority B'ends in thepl'ocess ef iss'UtUlce and
refunding Author'. 'Bo '. ,and.Jiv) payments t<l the City (Or :f\mding the Southeast S~iwl'Y
S~wer 'l);up}c .'. d'Lift StauoIL , cilities per .Deve~pmMt ~gt~m~t1.\i~twee)1the~el
AtlthoriW ' .. ty ({at~:6112{o~' ,vFpa . '~nlS li:)tne ~IJevelopment Corporation and the
Cuunty p t to sectlonSo1(E.,above.
504, '!rlc-. Ie develo el'sl\ .,the, ... ,. . 0 .... . . 'oflandtheCeUDty. The
Authority has entered ~t{). other agreements with dey~~petsof lap.d within the ZOne for the
financing of20nelimprevemertts, and may enter into others. It is the intention oIllie parties that
each developer Sha:1l he; re~PQJlsiblerol'the cr~~lon of TaK Increment required larits own.
l'eimbursem.eR.t;1rts~6Jl caSe. the Tax Increment generated. within . a.dev~lopeesprojeet as
definedfu the :app1i~blereimb:utsefrtent asre'ementsnall: DQt :be consid~ed"in de(ermining
whethersu.ffici~ntNetTax Inotemetrt.e~d$t$~r the fssuaJ1c~<>;f Al.lth~~ Bond~..~r dir,ect Z
payment efavailableNet:rax Increment; .for relm",'l,U'S~~~;-Qfc:.Hv. 'De"e~lItt CorPQ~'ijt'iff
. . ..... '.,. A!lvanoes un.less theappli~bl~developershall.g'ive. its writteP,corl$ent th~:tetQ.
The netproceedsoI Authority BQnds Issued to te.iinbtu'se, multiple developer$ and the Qity
Devel!lpment Co1Por~ti~ri.an!l tl\e,Cbul1.t)' :$hall be aUQcated .bf;ls~upon thepl'()ponion of TaK
Iilcrementgenel'atedbyeaclt developer. or$uch otl;1etmetlmd 'as tbed-evelopers may agree upon,
and any unallocated TaxiIncl'em(mtllMU'be :qse9, for ca1ctilationefthe Cityj s Net Tax Increment
and r~ii:nb:utsement. of G#r Advances,
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ARTICLE 6
DltFAuLT
.".
6.1 Default
(~) 'If anY' Party- ooesnotperl'onn its. obHgatiQI1S hereunder insubstantial compliance
with this Agreement, in addition to the other ri$1itsgiY~n the othe~P~1ie~ undertln.s Agreement,
suchrton..defaultingPtuties m~y enforcespecific.perfermlll19~ Qf.this A.8reement or seek .actual
damages'ii1cutted byth~.~D:eve1opllle1it C0rporationantf~C~t1nt'Y for ~ys.uch defl;iu1t..
...
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Page 9 of 15
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ARTICLE 7
GENERAL
7.1 Inspections. audits. The City agrees to keep such records with respect to the Gity
Project Impre':emet6 arid all costs associated therewith as may be required by the Authority, the
Zone, or by State and federal law or regulation. The City sball 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 Gity-project ImprO'".'61'R6Rts that the Authority
deems necessary to assist the Authority in determining the City's, Development Corporation's
and the County's compliance with this Agreement
7.2 City operations and emulovees. 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 Personalliabilitv 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 OlliER AND TIlEIR RESPECTIVE OFFICERS.
REPRESENTATIVES. AND AGENTS FROM ALL SUITS. ACfIONS. 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 NEGUGENT Acrs 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
orSeetion 7.15, below. shall be satisfied from uncommitted City Net Tax Increment.
7.4 Notices. Any notice sent under this Agreement (except as otherwise expressly
required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed
by mailing written confirmation at substantially the same time as such electronic or facsimile
transmission, or personally delivered to an officer of the receiving party at the following
addresses:
La Porte Redevelopment Authority
604 W. Fairmont Parkway
La Porte, Texas 77571
Attn: David Hawes
Cc: John Joerns
La Porte Development Corporation
604 W. Fairmont Parkway
La Porte, Texas 77571
Reinvestment Zone Number One
Harris Coun.ty
Page 10 of15
604 W. Fairmont Parkway)'
La Porte, Texas 77571
Attn: lOOn JOerFl6 David Hawes
Cc: John Joems
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 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 and
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.
Page 11 of 15
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 SOOSE VENT ORAL AGREEMENTS OF THE P . THERE ARE NO
UNWIUT1'EN ORAL AGREEMENTS BETWEEN THE PARTIES.
7.11 Term. This Agreement shall be . rce and effect:Tu ":nr-date of execution 0
~ereof for a term expiring on the date tha . ,-tlu: De,-elo - t}nt CorFoI.LlirorR mina --"'--
. Advances have been repaid in full, r January 1 of the year following the expiration of
the Zone. -
/~
r
7.12 Time of the essence. -Time is of the essence with respect to the obligations of the
Parties to this Agreement.
7.13 Ap,proval by the Parties. Whenever this Agreement requires or permits approval
or consent to be hereafter given by any of the parties, the parties agree that such approval or
consent shall not be unreasonably conditioned, withheld or delayed. -
7.14 Counterparts. This Agreement may be executed in multiple counterparts, each of
which when so executed and delivered shall be deemed together shall constitute but one and the
same instrument.
_ 7.15 Lel!al 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 reasonableattomeys= 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-Partv Agreement. The obligations of the Parties hereunder are
specifically conditioned upon the approval, execution, and effectiveness of the Tri-Party
Agreement
Page U of 15
-
~
-
-
[EXECUTION PAGE FOLLOWS]
-
Page 13 of 15
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as
of- .~201O.
REINVESTMENT ZONE NUMBER
ONE, CITY OF LA PORTE, TEXAS
By:
Name:
Title:
LA PORTE REDEVELOPMENT
AUTHORITY
By:
Name:
Title:
La Perte De>/clepBleBt CerperRtie
LA PORTE D:EVELOPMENT
CORPORATION
By:
B:
Name:
Title:
Harris CaU:l1ty
HARRIS COUNTY
By:
Name:
Title:
Page 14 of 15
LA PORTE REDEVELOPMENT AUTHORITY,
CITY OF LA PORTE, TEXAS
AGENDA MEMORANDUM
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
SUBJECT: Agenda Item Materials
5. Receive report and ratify payments with regard to Wharton Weems/State Highway
146 interchange project.
NOTE:
The following payments were reviewed and approved by the City of La Porte
since the last meeting of the Board of Directors:
Jones & Carter, Inc.
Port Crossing Land LP
Pay Estimate #3
Wharton Weems project
$ 2,674.00
67 .002.00
Total
$ 69,676.00
LA PORTE REDEVEWPMENT AUTHORITY
c/o Hawes Hill Calderon LLP
P.O. Box 22167
Houston IX 77227-2167
713-595-1200 or FAX 713-595-1295
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LA PORT~, T~XAS
"'
February 8, 2010
...
Mr. David Hawes
Hawes Hill Calderon
10103 Fondren, #300
Houston, Texas 77096
RE: SH 146 and Wharton Weems Construction Phase Service
Dear David,
The attached proposal for payment to Port Crossing Land (PCL) has been reviewed by
the City. While we agree with the majority of the expenses listed, we do have a small
issue with the $69,250.28 for Jones & Carter Design, so we are recommending a payment
of less than the amount indicated in the attached proposal.
The amount listed for Jones & Carter Design is $20,250.28 over the original estimate of
$49,000. The payments to Jones & Carter Design were made prior to the negotiation of
the contract. Because the La Porte Tax Increment Reinvestment Zone #1 and the
Redevelopment Authority are referred to collectively as "City" in the agreement, we
would feel more comfortable if the TIRZ Board reviewed the circumstances surrounding
that additional $20,250.28 before we pay it.
....
To that end, a payment of $67,002.00 is recommended for PCL at this time. I have
enclosed a brief summary of our calculations for your reference. Please process this pay
application upon receipt. If you have any questions, please let me know. You can reach
me by phone at (281) 470-5017 or via email at osbornes@laportetx.gov.
Warm regards,
~~~~
Stacey Osborne
Economic Development Coordinator
City of La Porte
cc: John Joerns, Assistant City Manager
LA PORT!; BY THI; BAY
604 W. I=oirmont Parkwoy Lo Porte, T exos 77571 281/471-5020
Expense
Jones & Carter Design
TEDSI
Haynes & Boone (Legal)
Payment Summary: Port Crossing
February 8, 2010
PCl Proposal
$ 69,250.28
$ 9,764.00
$ 8,238.00
Total due to PCl: $ 87,252.28
City Proposal
$ 49,000.00
$ 9,764.00
$ 8,238.00
$ 67,002.00
LA PORT~ BYni~ BAY
604 W. f=airmont Parkway La Porte. Texas 77571 281/471-5020
-
City of La Porte
Established 1892
Q~- a~,04\o4
September 4, 2009
Mr. David Hawes
HaWes Hill Calderon
10103 Fondren, #300
Houston, Texas 77096
RE: SH 146 at Wharton Weems Blvd. Turn Lane - Pay Application
Dear David,
The- attached pay estimate #3 has been reviewed by the City of La Porte and approved for
payment. A payment of $2,674 is recommended. Please process the enclosed pay application
upon receipt.
~SinC7t~,:y,
i. ) ", /
.!G~
eB . Westbeld
Economic Development Coordinator
cc: John Joerns, Assistant City Manager
LAPORTE REDEVELOPMENT AUTHORITY
CONSTRUCTION
2500 TANGLEWILDE ST 5TE 260
HOUSTON, TX 77063
0113
Pay to the
Order of JONES & CARTER , INC.
Date 9/101200q 35-1125/1130
',,<----,. ..'" :""'_=,~~~^,,~-",,'~;':'''''''~"~';<':''","''<)'-'.''c..~:
j $!2t674.00. ;
. _' "?'~"':."~''''''''''1-0''~'"-<",,,,_,,,,_,,,,~,,"",,, ^'~~
TWO THOUSANDS I X HUNDRED SEVENTY";FOUR. & no/l00--:"- Dollars.. [}JE.~::~
Amegy~
Amegy Bank 'NA.
P.O. Box 27459 Houston. Texas 77227-7459
713.235.8800
M;;~gybankcC~155718
.:.~ ~ 30 ~.~ 258': 0 ~ .~ 3111
Q2 >..........
.....>........./0~~
~!:.q~.~ ~~n' .......c. ..... .!
-~
JC
JON E S & CAR T E RI NC.
ENGINEERS-PLANNERS'SURVEYORS
6335 Gulfton, Suite 100
Houston, Texas 77081.1169
TEL 713 777 5337
FAX 713777 5976
Invoice'
August 11, 2009
Project No: 05417..Q01-01
Invoice No: 0155718
Mr. Ryan Lovell, PE
Port Crossing Land, L.P.
3330 South Sam Houston Parkway East
Houston, TX 77047
Project 05417-001-01 SH 146 and Wharton Weems Construction Phase Service
Professional Servic~ from June 21. 2009 to AUQust 1. 2009
Task 300 Construction Phase Services
Professional Personnel
Construction Engineer I
Department Manager
Project Engineer
Engineer III
Hours
5.25
3.50
3.00
11.50
23.25
Rate
76.00.
170.00
150.00
90.00
Totals
Total Labor
Total this Task
Amount
399.00
595.00
450.00
1,035.00
2,479.00
2,479.00
$2,479.00
Task 600
Professional Personnel
Job Site Representative Services
Project Representative III
Totals
Total Labor
Hours
3.00
3.00
Rate
65.00
Total this Task
TOTAL THIS INVOICE
Amount
195.00
195.00
195.00
$195.00
$2,674.00
~ r~qffl
PLEASE INCLUDE INVOICE NUMBER(S) ON REMITTANCE. THANK YOU.
..
...
...
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....
LA PORTE REDEVELOPMENT AUTHORITY,
CITY OF LA PORTE, TEXAS
AGENDA MEMORANDUM
TO: La Porte Redevelopment Authority Board of Directors
FROM: Executive Director
SUBJECT: Agenda Item Materials
7. Consider approval or other action with regard to Authority invoices.
LA PORTE REDEVELOPMENT AUTIlORITY
c/o Hawes Hill Calderon LLP
P.O. Box 22167
Houston TX 77227-2167
713-595-1200 or FAX 713-595-1295
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C\.'nifil'd PlIhllL' .'\l..T{)\lnl;lllt~ Hl1~i!1cs~ Cnn...::uILlIlls
-
La Porte Tax Increment Reinvestment Zone One
Attn: David Hawes
P.O. Box 22167
Houston, TX 77227-2167
Invoice No. 281677
Date 01/31/2010
Client No. 18980
Interim billing for services in connection with Annual Audit.
$
3.000.00
Total Invoice Amount
$
3.000.00
-,
..'
-
401 West Highway 6 . P.O. Box 20725. Waco, TX 76702-0725. (254) 772-4901
-
Hawes Hill Calderon LLP
P.O. Box 22167
Houston TX 77227-2167
TIRZ -La Porte # 1
604 W. Fairmont Pkwy.
La Porte, TX 77571
Page
INVOICE NO.
12/1/2009 00003514
1/1/2010 00003466
2/1/2010 00003515
2/22/2010
CURRENT
DESCRIPTION
Sale; City of La Porte
Sale; City of La Porte
Sale; City of La Porte
Finance Charge
30 DAYS
$3,552.62
CHARGES
PAYMENTS
$2,000.00
$2,000.00
$3,552.62
90 DAYS
$0.00
I 90+ DAYS
$4,000.00
STATEMENT
DATE
2/2212010
AMOUNT REMITIED
$
BALANCE
$2,000.00
$2,000.00
$3,552.62
$0.00
AMOUNT DUE I
$7,552.62
..
Hawes Hill Calderon LLP
P.O. Box 22167
Houston TX 77227-2167
Invoice
..
Bill To:
TIRZ ,La Porte # 1
604 W. Fairmont Pkwy.
La Porte, TX 77571
Invoice #: 00003514
Date: 12/1/2009
-
Page: 1
DATE DESCRIPTION AMOUNT
Project Management Services, December 2009 $2,000.00
Sales Tax: $0.00
Total Amount: $2,000.00
Amount Applied: $0.00
Balance Due: $2,000.00
-
-
-
.
Terms: C.O.D.
Hawes Hill Calderon LLP
P.O. Box 22167
Houston TX 77227-2167
Invoice
Bill To:
TIRZ -La Porte # 1
604 W. Fairmont Pkwy.
La Porte, TX 77571
Invoice #: 00003466
Date: 1/1/2010
Page:
DAlE DESCRIPTION AMOUNT
Project Management Services, January 2010 $2,000.00
Sales Tax: $0.00
Total Amount: $2,000.00
Amount Applied: $0.00
Balance Due: $2,000.00
Terms: C.O.D.
..
Hawes Hill Calderon LLP
P.O. Box 22167
Houston TX 77227-2167
..
Invoice
...
Bill To:
TIRZ -La Porte # 1
604 W. Fainnont Pkwy.
La Porte, TX 77571
Invoice #: 00003515
Date: 2/112010
-
Page:
-
DATE DESCRIPTION AMOUNT
Project Management Services, February 2010 $2,000.00
2f24/20 10 Board of Directors Meeting $1,500.00
Reimbursable expenses as follows:
Mileage, R. Hill per attachment $51.00
In house copies 2 @ .15 each & $0.30
In house postage $1.32
Sales Tax: $0.00
Total Amount: $3,552.62
Amount Applied: $0.00
Balance Due: $3,552.62
..,
-
..
..
.
Terms: C.O.D.
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