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HomeMy WebLinkAbout07-23-14 Meeting of the La Porte Redevelopment Authority minutesMINUTES OF THE MEETING OF THE LA PORTE REDEVELOPMENT AUTHORITY CITY OF LA PORTE, TEXAS BOARD OF DIRECTORS July 23, 2014 CALL TO ORDER. The Board of Directors of the La Porte Redevelopment Authority, City of La Porte, Texas, held a regular meeting, open to the public, on Wednesday, July 23, 2014, 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, Vice Chair Position 5 JJ Meza Position 6 Lloyd Graham Position 7 Chester Pool Position 8 Lindsay Pfeiffer, Chair Position 9 and all of the above were present with the exception of Directors Graham, Pool and Pfeiffer, thus constituting a quorum. Also present were David Hawes and Linda Clayton, both of Hawes Hill Calderon, LLP, and Scott Livingston, La Porte EDC Director. Others attending the meeting were Kenneth Schick, Senior Associates, Inc.; and Ryan Lovell, Port Crossing Land LP. Vice - Chairman Martin called the meeting to order at 6:33 p.m. CONSIDER APPROVAL OF THE MINUTES OF BOARD OF DIRECTORS MEETING HELD ON JUNE 11, 2014. Upon a motion duly made by Director Turnquist, and being seconded by Director Leopard, the Board voted to approve the Minutes of the June 1, 2014, Board meeting, as presented. Director Porter abstained. CONSIDER DEVELOPMENT AGREEMENT WITH SPENCER ROAD VENTURE (SENIOR ASSOCIATES, INC.). Mr. Hawes reported after the parties and their respective attorneys had reviewed the agreement, revisions had been made to the Agreement provided in the Board agenda materials. Mr. Hawes handed out a redline version of the proposed new Agreement, a copy is attached as Exhibit A. Mr. Hawes introduced Mr. Kenneth Schick representing Senior Associates, Inc. to explain the purpose of the Agreement. Mr. Hawes went through the changes in the Agreement and answered questions. Upon a motion duly made by Director Porter, and being seconded by Director Turnquist, the Board voted unanimously to approve the revised Agreement with Senior Associates, Inc., as presented. CONSIDER TIRZ INCREMENT DISBURSEMENT REPORT AND AUTHORIZE PAYMENT TO DEVELOPERS. Mr. Hawes presented the Disbursement Report and answered questions. He reported the Report was based on 2013 tax revenues. He recommended payment to two developers (1) Retreat at Bay Forest in the amount of $50,000.00; and (2) Port Crossing Land LP in the amount of $1,075,874.56. Upon a motion duly made by Director Leopard, and being seconded by Director Meza, the Board voted unanimously to accept the Disbursement Report and approved payment to the developers, as presented. CONSIDER APPROVAL. OR OTHER ACTION WITH REGARD TO AUTHORITY INVOICES. Mr. Hawes went over the invoices, included in the Board agenda materials. Upon a motion duly made by Director Antone, and being seconded by Director Porter, the Board voted unanimously to approve payment of invoices, as presented. RECEIVE UPDATES FROM THE CITY, DEVELOPERS AND STAFF WITH REGARD TO DEVELOPMENT WITHIN THE ZONE. Mr. Hawes provided preliminary roll information. Mr. Livingston reported a prospective buyer had contacted him with regard to buying 12.5 acres in the TIRZ for developing for industrial use. No action from the Board was required. BOARD MEMBER COMMENTS. a. Matters appearing on agenda; b. Inquiry of staff regarding specific factual information or existing policy. There were no comments. ADJOURNMENT. There being no further business to come before the Board, Vice -Chairman Martin adjourned the meeting at 7:04 p.m. i List of Exhibits: Exhibit A - Redline version showing changes to Reimbursement Agreement among Reinvestment Zone Number One, City of La Porte, Texas, and La Porte Redevelopment Authority and Senior Associates, Inc. 2 REIMBURSEMENT AGREEMENT among 1 ` • r = W-116Eel IN LA PORTE REDEVELOPMENT AUTHORITY MM SENIOR ASSOCIATES, INC. I This Reimbursement Agreement ("Agreement'"), effective 2014, is made by and among REINWSTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS (the "Zone"), a tax increment reinvestment zone created by the City, acting by and through its Board of Directors (the "Zone Board"), LA PORTE REDEVELOPMENT AUTHORITY (the "Authority"), a local government corporation created by the City, acting by and through its Board of Directors (the "Authority Board") and SENIOR ASSOCIATES, INC., a Texas corporation (the -ownee,)a 9- ---O--W- al U —=I WHEREAS, by Ordinance No. 99-2325 (the "TIRZ Ordinance"), the City Council of the City of La Porte, Texas (the "City") created the Zone pursuant to, Chapter 311, Texas Tax Code, as amended (the "TIRZ Act"); and WHEREAS, the Zone Board adopted a final Project Plan and Reinvestment Zone Financing Plan; and WHEREAS, the City Council of the City approved the final Project Plan and Reinvestment Zone Financing Plan by Ordinance No. 99-2352; and WHEREAS, the Zone Board recommended that the Zone's boundaries be expanded and adopted an Amended Project Plan and Reinvestment Zone Financing Plan (as amended, the "Project Plan"); and WHEREAS, the City Council of the City approved the expansion of the Zone's boundaries by Ordinance No. and approved the Project Plan by Ordinance No. 2G43-29JA-=2!Q,9-- and WHEREAS, the City authorized the creation of the Authority to aid, assist and act on behalf of the City in the performance of the City's governmental functions with respect to the common good and general welfare of the City and neighboring areas as described in the TIRZ Ordinance; and WHEREAS, the City, the Zone and the Authority have entered into that certain Agreement dated July 9, 2001, and approved by Ordinance No. 2001-2498 (the "Tri-Party Agreement"), pursuant to which the City and the Zone contracted with the Authority to administer the Zone, including, but not limited to, the power to engage in activities relating to the acquisition and development of land, to construct and improve infrastructure in the City, to enter into development agreements with developers, and builders in the City, and to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement upon the approval of the City Council of the City; and WHEREAS, the TIRZ Act provides that the Zone may enter into agreements as the Zone Board considers necessary or convenient to implement the Project Plan and achieve its purposes; and HM94-544,644AIA- 1611 WHEREAS, the City, the Zone and the Authority have previously entered into a Development Agreement, dated as of February _, 2014 (the "Existing Agreemenf'), with Beazer Homes LP, a Texas limited partnership (the "Developer"), pursuant to which the Developer will be reimbursed by the Authority for the costs of certain Public Improvements within the project (as defined in the Existing Agreement); WHEREAS, a portion of the costs payable to the Developer pursuant to the Existing Agreement have been incurred by the Owner (as more fully described herein, the "Owner Portion"); WHEREAS, the parties wish to enter into this agreement to provide for, the reimbursement directly to the Owner by the Authority of the Owner Portion; WHEREAS, by its acknowledgment hereof, the Developer acknowledges and agrees that the amount reimbursable to it pursuant to the 'Existing Agreement is hereby reduced by the amount of the Escrow Deposit; NOW THEREFORE, for and in consideration of the mutual promises, covenants, obligations, and benefits of this Agreement, the Zone, the Authority and the Owner contract and agree, and the Developer hereby acknowledges and agrees, as follows: AGREEMENT ARTICLE 1 GENERAL TERMS 1.1 Definitions. The following terms have the following meanings for purposes of this Agreement. Any capitalized term used in this Agreement and not otherwise defined herein shall have the meaning given such term in the Existing Agreement. "Agreement" shall mean this Reimbursement Agreement by and among the Zone, the Authority and the Owner. "Appraisal" shall mean an independent appraisal of the Land LQLj2qjfma-then wLto be obtained by the Authority based on the assumption that the Land kaL4 .aajjwja-dwxg2fLcould be sold for commercial or other purposes similar to the purposes for which the Owner Tract (2LIb�L Egl&te- ftw &awas sold., "Authority" shall mean the La Porte Redevelopment Authority, a local government corporation created by the City. "Authority Board" shall mean the Board of Directors of the Authority. "City" shall mean the City of La Porte, Texas. "Developer" shall mean Beazer Homes Texas LP, a Delaware limited partnership. 2 H0U-34-544&k2-2jLA16jA "Escrow Agreement" shall mean that certain Escrow Agreement, dated as of February 28, 2014, governing the disbursement of amounts deposited with the Title Company by the Owner, attached hereto as Ems. "Escrow Deposit" shall mean an amount equal to $222,067.32, being the amount deposited with the Title Company by the Owner pursuant to the Escrow AgreementIggimy- "Existing Agreement" shall mean the Development Agreement, dated as of February _, 2014, among the City, the Zone, the Authority and the Developer, attached hereto as Exhibit A. "Land" shall mean the approximately three acres of real property contributed by the Owner for detention purposes, more particularly described in Exhibit C-1 and Exhibit C-2 "Owner" shall mean Senior Associates, Inc., a Texas corporation. "Owner Portion" shall mean an amount equal to the sum of the Escrow Deposit and the Value of the Land. -"Owner Tract" shall mean. to ZgtbgLli t the approximately 4-1-.7jU acres of real property- "" he -,A zt:li! as S.E41,11--ate al"'I"Riss � 11=1! Z"Mi; 1 11 1 C;11:1 :::1 ffie�paftieWa* described in Ex-hihil . . I I — LMLRMWM-d���� "Parties" or "Party" shall mean the City, the Zone, the Authority and the Owner, the parties to this Agreement. "Project Plan" shall mean the Project Plan and Reinvestment Zone Financing Plan of the Zone, as amended from time to time. Mdqmd�p fl-mganj jLAU L'Immae® the l�aracl described EA -Xhihit- "State" shall mean the State of Texas. "Tax Increment" shall have the meaning given such term in the Tri-Party Agreement. "Tax Increment Revenue Fund" shall mean the special fund established by the Authority and funded with payments made by the City and any other participating Taxing Units, pursuant to the Tri-Party Agreement. "Taxing Unit" shall mean individually and collectively, the City and any other taxing units participating in the Zone. "TIRZ Act" shall mean Chapter 311, Texas Tax Code, as amended from, time to time. 3 HOU: 94-54-V64-. JLU�JA "Title Company" shall mean Charter Title Company, as holder of the Escrow Deposit pursuant to the Escrow✓ Agreement. "Tri-Party- Agreement" shall mean that certain Agreement, dated July 9, 2001, and approved by Ordinance No. 2001-2498, pursuant to which the City and the Zone contracted with the Authority to, administer the Zone. "Value of the Land" shall mean the amount) determined pursuant to Section 3.3 of this Agreement. "Zone" shall mean the Reinvestment Zone Number One, City of La Porte, Texas, a tax increment reinvestment zone created by the City pursuant to the TIRZ Act. "Zone Board" shall mean the Board of Directors, of the Zone. 1.2 Singular and Plural. Words used herein in the singular, where the context so permits, also include the plural and vice versa. The definitions of words in the singular herein also apply to such words when used in the plural where the context so permits and vice versa. that: ARTICLE 2 REPRESENTATIONS 2.1 representations of the Au_thority. The Authority hereby represents to the Owner (A) The Authority is duly authorized, created and existing in good standing under the laws of the State and is duly qualified and authorized to carry on the governmental functions and operations, as contemplated by this Agreement. (B) The Authority has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) have been duly authorized, (ii) to the best of its knowledge, will not violate any applicable judgment, order, law or regulation, and (iii) do not constitute a default under, or result in the creation of, any lien, charge:, encumbrance or security interest upon any assets of the Authority under any agreement or instrument to which the Authority is a party or by which the Authority or its assets may be bound or affected. (C) The Project, the Public Improvements and the Project Costs are components of or are consistent with the Project Plan. (D) This Agreement has been duly authorized, executed and delivered by the Authority and, constitutes a legal, valid and binding obligation of the Authority, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable., 4 HOU: -34-54-V64-22-_145- JJ6JA (E) The execution, delivery and performance of this Agreement by the Authority does not require the consent or approval of any person which has not been obtained. (F) The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. 2.2 Representations of the Zone The Zone hereby represents to the Owner that: (A) The Zone is duly authorized, created and existing in good standing under the laws of the State and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (B) The Zone has the power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof (i) have been duly authorized, (ii) to the best of its knowledge, will not violate any applicable judgment, order, law or regulation, and (iii) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Zone under any agreement or instrument to which the Zone is a party or by which the Zone or its assets may be bound or affected. (C) The Project, the Public Improvements and the Project Costs are components of or are consistent with the Project Plan. (D) This Agreement has been duly authorized, executed and delivered by the Zone and constitutes a legal, valid and binding obligation of the Zone, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights, and (ii) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery and performance of this Agreement by the: Zone does not require the consent or approval of any person which has not been obtained. 2.3 Representations of the Owner. The Owner hereby represents to the Authority and the Zone that: (A) The Owner is duly authorized, created and existing in good standing under the laws of the State and is qualified to do business in the State. (B) The Owner has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement and the execution, delivery and performance hereof (i) have been duly authorized by requisite corporate action, (ii) will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable: to the Owner or any provisions of the Owner's bylaws or limited partnership agreement, and (iii) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Owner under any 5 HOU-345446-�-214J41W agreement or instrument to which the Owner is a party or by which the Owner or its assets may be bound or affected. (C) The Owner will have sufficient capital to perform its obligations under this Agreement at the time it needs to have sufficient capital. (D) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid .and binding obligation of the Owner, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. ARTICLE 3 3.1 Public Improvements. The Developer is obligated to construct the Public Improvements pursuant to the terms of the Existing Agreement. Pursuant to, the Escrow Agreement, the Owner deposited the Escrow Deposit with the Title Company to be used by the Developer to fund a portion of the construction of the Public Improvements. In addition, pursuant to the ('s File No MQ825a the Owner contributed the Land upon which a portion of the Public Improvements will be located. 3.2 Reimbursement of Escrow Deposit to the :owner. At such time(s) as the Developer submits a Request for Contract Progress Payment pursuant to the Existing Agreement with respect to those Public Improvements identified as "Detention Items" in Exhibit B to the Existing Agreement, and upon written confirmation from the Developer J__hemy that the Owner has released its share of such Contract Progress Payment pursuant to the Escrow Agreement, the Authority shall pay or reimburse to the Owner the amount of the Owner's share so released; provided, however, that the amounts payable to the Owner pursuant to this Section 3.2 shall be payable solely from Tax Increment generated from the Owner Tract and shall not exceed the amount of the Escrow Deposit. 3.3 Reimbursement of Owner for the Value of the Land. The Authority shall pay or reimburse to the Owner an amount equal to the Value of the Land LOL-K� tinejhpjL-QD-upon receipt of evidence from the Owner that fdw-entiroty-ef+the Owner Tract Loi Related Pcu ion gmmaUas been sold by the Owner; provided, however, that the amounts payable to the Owner pursuant to this Section 3.3 shall be payable solely from Tax Increment generated from the Owner Tract. Upon receipt of such evidence from the Owner, the Authority shall obtain an Appraisal The value assigned to the Land LQx-WjfioWhm pursuant to the Appraisal shall constitute the Value of the Land boa~ padi9n1hgjgpWbr purposes of this Agreement. 3.4 Acknowledgment and Agreement of the Developer. By its execution of the acknowledgment to this Agreement, the Developer hereby acknowledges and agrees that tithe 6 HOU:-3444464-a24,j�4 amounts payable to it pursuant to the Existing Agreement shall be reduced by operation of Section 3.2 of this Agreement in the amount of the Escrow Deposit, _and =fj)=gla=Dgyd2pgL,& ARTICLE 4 DEFAULT If the Authority or the Zone does not perform its obligations hereunder in compliance with this Agreement in all material respects, in addition to the other rights given the Owner under this Agreement, the Owner may enforce specific performance of this Agreement for any such default if such default is not cured or is not commenced and diligently pursued within thirty (30) days after receipt by the Authority and the Zone of a written notice detailing the event of default. Failure of a project to generate sufficient tax increment increase to repay Owner Advances is not a default on the part of the Authority or the Zone. 0- M- M- Lei Big 131 IM-A 9 5.1 Nisonal Liability of Pliblic Officials. To the extent permitted by State law, no director, officer, employee or agent of the Zone or the Authority, and no officer, employee or agent of the City, shall be personally responsible for any liability arising under or growing out of the Agreement. 5.2 Notices. Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed via certified mail, return receipt requested, or sent by electronic or facsimile transmission confirmed by mailing written confirmation via certified mail, return receipt requested at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the receiving party at the following addresses: ZONE Reinvestment Zone Number One, City of La Porte, c/o City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 Attn: FAX: (281) 471-2047 AUTHORITY La Porte Redevelopment Authority c/o City of La Porte 604 West Fairmont Parkway LaPorte, Texas 77571 Attn: FAX: (281) 471-2047 7 H0U:34-54M4-,7J4J4JUA OVMR Senior Associates, Inc. 4105 Crawford Road Spicewood, Texas 78669 Attn: Ken Schick FAX: Each party may change its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this Section shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be given When receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by, the Zone, the Authority or the Owner, as the: case may be. 5.3 Amendments and Waivers. provision Any of this , I Agreement maybe amended or waived if such amendment or waiver is in writing and is signed by the Zone, the Authority and the Owner.No course: of dealing on the part of the Owner, nor any failure or delay by the Owner with respect to exercising any right, power or privilege of the Owner under this Agreement shall operate as a waiver thereof, except as otherwise provided in this Section. 5.4 Successors and Assigns. All covenants and agreements contained by or on behalf of the Authority and the Zone in this Agreement shall bind their successors and assigns and shall inure to the benefit of the Owner and its successors and assigns. The Authority and the Zone may assign its rights and obligations under this Agreement or any interest herein, with the prior written consent of the Owner. 5.5 Exhibits; Titles of ArticlesSections and Subsections. The exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the parties and shall not be construed to have any effect or meaning as to the agreement between the parties hereto. Any reference herein to a Section or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. 5.6 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. 5.7 Venue. All parties hereby irrevocably agree that any legal proceeding arising out of or in connection with this Agreement shall only be brought in the District Courts of Harris, County, Texas or in the United States District Court for the Southern District of Texas, in Houston, Texas. H0U:-34§44(A--2jjjLAL_4 5.8 All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 5.9 No Third Party Beneficiaries. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Parties hereto and the Developer only. 5.10 A—ut—horit y to Enter Contract. Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations, or limited partnerships. 5.11 No Partnership. Nothing herein contained shall be construed or held to make the Parties hereto partners in the conduct of any business. 5.12 Entire AgLeernent. This written agreement represents the final agreement between the parties, unless later amended in writing and signed by the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. 5.13 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 5.14 Non -Waiver. Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. 5.15 Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an, original for all purposes. 5.16 Term. This Agreement shall be in force and effect from the date of execution hereof for a term expiring upon expiration of the TIRZ. If the Authority is dissolved, the Tri-Party Agreement requires that the City shall make: satisfactory arrangements to provide for the payment of the obligations to the Owner of the Authority hereunder. 5.17 Approval by the Parties. Whenever this Agreement requires or permits approval or consent to be hereafter given by any of the parties, the parties agree that such approval or consent shall not be unreasonably withheld or delayed. 5.18 Additional Actions The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may be 9 HM34-S4-RA-4a45AJ6j,A necessary or appropriate, from time to time, to carry out the terns, provisions and intent of this Agreement and to aid and assist each other in carrying out said terms, provisions and intent. [The remainder of this page is intentionally left blank.] 10 HOU:94-54+6-1--2-jj5jLbj_,A IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day of 2014. As rat) a ;01 !-4 9 DW V WIM"K By:_ Name: Title: By: Name: Title: THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of .2014. Notary Public in and for The State of Texas LEM HOU:494444-21 LA PORTE REDEVELOPMENT AUTHORITY By: Name: Title: By: Name: THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the Undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 2014. Notary Public in and for The State of Texas (SEAL) , S- 2 nou:�z,454,6, �,344� i C,1.4 By: Name: Kenneth Schick Title: President THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared Kenneth Schick, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY RAND AND SEAL OF OFFICE, this the day of ,2014. Notary Public in and for The State of Texas (SEAL) S-3 HOU:-3444464411�4Mi A ACKNOWLEDGED AND AGREED TIHS _ , 2014• BEAZER HOMES TEXAS, LP By:_ Nam( Title: THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 2014. Notary Public in and for The State of Texas (SEAL) S- 4 �y rT l OU4 4[� 7;a 4JLI.A MI-04 HOU-.a4-544-( 544L42_LkjA EXHIBIT B ESCROW AGREEMIE NT I-IOU:3454161. HOU-,44&4644j4jjjfiJA r � M HOU:44644".a-jL5AjkLj