HomeMy WebLinkAbout11-29-00 Meeting of the Tax Increment Reinvestment Zone Number One Minutes
Tax Increment Reinvestment Zone Number One, La Porte, Texas
Board Minutes
November 29, 2000
Board Members in Attendance:
Alton Porter, Chairman
Norman Cook
Peggy Antone
Deotis Gay
Horace Leopard
Lindsay Pfeiffer
David Webb
John Black
Chester Pool
Zone Staff:
John Joerns, Assistant City Manager
David Hawes
Knox Askins
1. Call to order
Chairman Alton Porter called the meeting to order at 6:05 PM. Chairman Porter
established that a quorum was present.
2. Administer Oath of Office
Martha Gillett, city Secretary administered the oath of office to the following:
. Position 2
. Position 4
. Position 5
. Position 6
. Position 8
. Position 9
Deotis Gay
Horace Leopard
Norman S. Cook
Lindsay R. Pfeiffer
Chester Pool
John Black
3. Consider approval of minutes of the November 25, 1999 Board of Directors
meeting
On a motion made by Director Webb and a second by Director Gay, the board
voted to approve the minutes with nine (9) votes yes, zero (0) votes no, and no
(0) abstentions.
La Porte TIRZOI November 29,2000 Board Minutes
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4. Review and consider approval of Interlocal Agreement Between City of La
Porte, Harris County, and Reinvestment Zone Number One, City of La
Porte,Texas
Mr. Joerns gave an overview of the Interlocal Agreement and answered
Directors' questions with regard to the terms of participation by Harris County.
On a motion made by Director Antone and a second by Director Webb, the board
voted to approve the Interlocal Agreement with nine (9) votes yes, zero (0) votes
no, and no (0) abstentions.
5. Review and consider approval of the following documents
. Application to the Mayor and City Council of the City of La Porte,
Texas for creation of the La Porte Redevelopment Authority, and
approval of Articles of Incorporation and Bylaws thereof.
The Board reviewed the application, Articles of Incorporation and Bylaws.
Discussion centered on the wording of Article VII, Section 3. d. Section 3.d. was
amended in the following manner:
"a benefit consisting of food, lodging, transportation, or entertainment accepted as a
guest is and reported as may be required by law."
On a motion made by Director Antone, with a substitute motion by Director Black
and a second by Director Pfeiffer, the board voted to approve the minutes with
nine (9) votes yes, zero (0) votes no, and no (0) abstentions.
6. Open discussions/questions
Mr. Joerns gave the Board a report on potential TIRZ development within the
TIRZ. He also discussed wetlands issues on property located in the southern
part of the Zone..
La Porte TIRZO 1 November 29, 2000 Board Minutes
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7. Adjournment.
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Upon a motion to adjourn the meeting at 7:15 PM by Director Pfieffer and with a
second by Director Webb, the board voted to adjourn the meeting with nine (9)
votes yes, zero (0) votes no, and no (0) abstentions.
APPROVED:
Alton Porter
Chairman, Tax Increment Reinvestment Zone Number One,
La Porte, Texas
ATTEST:
Secretary, Tax Increment Reinvestment Zone Number One,
City of La Porte, Texas
La Porte TIRZOl November 29,2000 Board Minutes
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Note:
Remainder of TIRZ agenda backup provided with
La Porte Redevelopment Authority agenda
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Agenda Item 3 for Redevelopment Authority
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Wqe 'tate of Wexaz
SECRETARY OF STATE
CERTIFICATE OF INCOIU>ORATION
OF
LA PORTE REDEVELOPMENT AUTHORITY
Fll..E NUMBER 1629722
The undersigned, as Secretary of State of Texas, hereby certifies that Articles of
Incorporation for the above corporation, duly signed and verified pursuant to the
provisions of the Texas Housing Finance Corporations Act, have been received in this office
and are found to conform to law. '
ACCORDINGLY, the undersigned, as such Secretary of State, and by virtue of the
authority vested in the Secretary by law" hereby issues this Certificate of Incorporation and
~ttaches hereto a copy of the Articles of Incorporation.
Dated:
May 18, 2001
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'Henry Cfellar
Secretary 'of State
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Exhibit B
BYLAWS
OF THE
LA PORTE REDEVELOPMENT AUTHORITY
A Texas Local Government Corporation
(Created on behal~ of the City of La Porte)
Date af Ac;toptian: 'OEc6YJlie( II ; 2000
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TABLE OF CONTENTS '
ARTI ClE I PURPOSES.... ........................ ............ .......... ......... ................... ..................... ........................ 1
ARTICLE II BOARD OF DIRECTORS ...... ....... .......... ............................... ............................................... 2
Section 1. Appointment, Classes, Powers, Number, and Term or Office .............................2 '
Section 2. Meetings of Directors............ ......... ......... ..................................... .......... ............ 3
Section 3. Annual Meetings. ................. .................................... .................. ..... ................... 3
Section 4. Regular Meetings ....... ........................................................................................ 3
Section 5. Special and Emergency Meetings....................................................................... 3
Section 6. Quorum..................................... ......... .................... ................ .......... ......... .... ...... 4
Section 7. Conduct of Business.. ............... ................... ................... ................................... 4
Section 8. Executive Committee, Other Committees ...........................................................4
Section 9. Compensation of Directors ................................................................................. 5
Section 10. ' Directors Reliance on Consultant Information..................................................... 5
ARTI ClE III OFFICERS ............ ............... ............ ..... ....... ................... ...... .............. ........ ........ ................ 5
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Tilles and Term of Office. ...................................................................................5
Powers and Duties ofthe Chairperson ...............................................................5
Powers and Duties ofthe Vice Chairperson.................... ..... .......... .......... ........... 6
Powers and Duties of the President.................................................................... 6
Vice Presidents ... .,...~....... ..... ..... ............ ..............;.... ....... ....................... ............6
Treasurer............ ...................... ............. ............. ~...... ..................... ................. ".6
Seaetary ........................ ............ .......... ............ ......... ..... ......... ..... ..................... 6
Compensation............... .............. .............. .......... ....... .......... ........... ....... ............7
Officers Reliance on Consultant Information ...................................................... 7
ARTI ClE IV MISCEUANEOUS PROViSiONS,....................... ............~.................. .......... .............. .........7
Section 1,
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Fiscal Year and Audits .......................................................................................7
Seal................................................... ................................ ....~. .............. ............8
Notice and Waiver of Notice ....:......................... :................................................ 8
Resignations...................................................................... .................... ............ 8
Gender........:............... .... ............ ........ ............................... .~.. .................... ...:.... 8
Ap~priations and Grants.... ........... ..... ...................... ...... .......... ...................... ...8
ARTICLE V INDElYINIFICA TION OF DIRECTORS AND OFFICERS ......................................................; a
Section 1. Right to Indemnification ............. ...................................................... .....,............. 8
, Section 2. Advance Payment .,.... ........................................................................................ 9
Section 3. Indemnification of Employees and "gents .......................................................... 9
Section 4. Appearance as a Witness................................................................................... 9
Section 5. Non-exclusivity of Rights ................................ .................................................. 10
Section 6. Insurance ............ ..................... ......................... ................. ............. ........... ...... 10
Section 7. , ,Notificaljon .......... .......... ............ ......... .............. .......... ......... ............................. 10
Section 8. Savings Clause .....................................,..........................................................10
ARTICLE VI PROVISIONS RELATING TO MINORITY CONTRACTING............................................... 10
ARTICLE VII CODE OF ETHICS ...........................................................................................................11
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.'.
Policy and Purposes ..............................................................,............. 11
Conflicts of Interest ............:............... ..................................,............... 11
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Acceptance 0 Gifts ........ .................................................... .................
Bribery............................ ..............::............................. ............................ 12
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Nepotism ............ ..... ....... ................ ......... ....... ..... .......... .:...... .............. 13
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ARTI ClE VI I I AMENDMENTS ...... .....'....,........... ........... ......................... ............ ..... ...........~.....: ........ ...... 13
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ARTICLE I
PURPOSES
The La Porte Redevelopment Authority (the "Authority") is organized for the purpose
of aiding, assisting, and acting on behalf of the City of La Porte, Texas (the "City") in the
performance of its governmental functions to. promote the common good and general
welfare of the area included in Reinvestment Zone Number One, City of La Porte, Texas
(the "La Porte ,Reinvestment Zone") and neighboring areas in La Porte (the " La' Porte
Area"); to promote, develop, encourage anq maintain housing, educational facilities,
employment, commerce and econdmic development in the City. .
The Authority is further organized to aid, assist and ad on behalf of the City and the
Board of Directors of the La Porte Reinvestment Zone:
(a) in the implementation of the Project Plan and a Financing Plan for the La
Porte Reinvestment Zone and the preparation and implementation of amendments thereto;
(b) in the development of a policy to finance development and redevelopment of
residential, public and commercial properties in the La Porte Area; and
(c) in the development and implementation of a redevelopment policy for the La
Porte Area, including the acquisition of land for redevelopment purposes.
The Authority is formed pursuant to the provision~ of the Act as it now or may
hereafter be amended, and Chapter 394, Local Government Code, which authorizes the
Authority to assist and ad on behalf of the City and to engage in adivities in the furtherance '
of the purposes for its aeation, provided that the Authority shall not be authorized to make
or acquire home mortgages, or to make loans to lending institutions, the proceeds of which
are to be used to make home mortgages or to make loans on residential developments.
The Authority shall have and exercise all of ~e rights, powers, privileges, authority,
and functions given by the general laws of Texas to non-profit corporations incorporated
under the Ad including, without limitation, Article 1396, Vernon's Texas Civil Statutes.
The Authority' shall have all other powers of a like or different nature not prohibited
by ,law which are available to non-profit corporations in Texas and which are necessary or
useful to enable the Authority to perform the purposes for which it is aeated, including the
power. to issue bonds, notes or other obligations, and otherwise exercise its' borrowing
power to accomplish the purposes for which it was created, provided that, the Authority shall
not issue bonds without the cor:'sent of the City Council of the City.
The Authority is created as a local government corporation pursuant t~' the Ad and
shall be a governmental unit within the meaning of Subdivision (2), Sedion 1 ~1.0f01, Texas
Civil Pradice and Remedies Code. The operations of the Authority are gov~rnrrental and
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not proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 et
seq., Texas Civil Practice and Remedies Code. The Authority shall have the power to
acquire land in accordance with the Act as amended from time to time.
ARTICLE II
BOARD OF DIRECTORS
* Section 1. Appointment, Classes, Powers, Number, and Term of Office. All
P9wers of the Authority shall be vested in the Board of Directors (the "Board"). The Board
shall initially consist of nine (9) persons. The Directors of the Board shall be increased to
the number of directors on the board of the La Porte Reinvestment Zone in the event such
board is increased to more than nine (9) directors. Directors of the Authority shall be
appointeq by position to the Board by the Mayor of the City with the consent and approval
of City Council and shall be the same persons appointed to the corresponding position of
the board of the La Porte Reinvestment Zone. Appointment of a person to the
corresponding position of the board of the La Porte Reinvestment Zone shall constitute
appointment of such person to the corresponding position of the Board by the City. Each
taxing unit that appoints a directors to the La Porte Reinvestment Zone shall be assigned'a
position number on the Board corresponding to the position number of that taxing unit
appointee on the board of the La Porte Reinvestment Zone.' Appointment of a person to
the corresponding position of the board of the La Porte Reinvestment Zone by any taxing
unit shall constitute nomination of such person to the corresponding position of the Board,
by such taxing ynit. The Mayor of the City shall always appoint the Chainnan of the Board.
Each Director shall serve for a tenn which expires on the date set forth below for the
position to which such person was appointed, or until his or her successor is appointed by
. the City unless such Director has been appointed to fill an unexpired tenn in which case the
term of the Director shall expire on the expiration date of the term of the Director whose
position he or she was appointed to fill. Any Director may be removed from office at any,
time, with or without cause, by the City Council. The number of Directors may only be
increased or decreased by an amendment to .the Bylaws with the consent of the City
Council of the City. "
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The tenn of each position shall be cotenninous with the tenn of the corresponding
position on the board of the La Porte Reinvestment Zone as established by City Ordinance
99-2325 as may be amended from time to time.
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The following persons, or their designee, shall serve as an ex-officio, non-voting
memQers of the Board.
(1) City Manager;
(2) Assistant City Manager
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(3) Director of Finance; and
(4) City Attorney;
Any person designated as an ex-officio member of the Board is entitled to notice of
and to attend meetings of the Board.
In addition, the Board of Directors of the Authority may designate one or more
representatives of the La Porte Independent School District, Harris County or other political
subdivisions as ex officio, non-voting members of the Board of Directors.
Section 2. Meetings of Directors. The Directors may hold their meetings and
may have an office and keep the books of the Authority at such place or places within the
City as the Board may from time to time d~tennine; provided, however, in the absence of
any such detennination, such place shall be the registered office of the Authority in the
State of Texas.
The Board shall meet in accordance with and file notice of each meeting of the
Board for the same length of time and in the same manner and location as is required of a
City under Chapter 551, Government Code (the "Open Meetings Act").
The Authority, the Board, and any committee of the Board exercisirig the powers of
the Board are subject to Chapter 552, Government Code (the "Open Records Act").
Section 3. Annual Meetings. The annual meeting of the Board shall be held at
the time and at the location in the CitY' designated by the resolution of the Board for the
purposes of transacting such business as may be brought before the meeting.
Section 4. Regular Meetings. Regular meetings of the Board shall be held at
such times and places in the City as shall be designated, from time to time, by resolution of
the Board.
Section 5. Special and Emergency Meetings. Special and emergency meetings
of the Board shall be held whenever called by the Chairperson of the Board or the
Secretary or by a majority of the Directors who are serving duly appointed tenns of office at .
the time the meeting is called.,
The Secretary shall give notice of each spedal meeting in perSon, by telephone, fax,
mail or telegraph at least three (3) days before the meeting to each Director and to the
public in compliance with the Open Meetings Act. Notice of each emergency ~eeting shall
also be given in the manner required of the City under Section 551.045 of the Open
Meetings Act. Unless otherwise indicated in the noti~ thereof, any al'Jd all matters
pertaining to the purposes of the Authority may be considered and acted upqh at a special
or emergency meeting. At any meeting at which every Director shall be pr~~ent, even
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though without any notice, any matter pertaining to the' purposes of the Authority may be
considered and acted upon to the extent allowed by the Open Meetings Act.
Section 6. Quorum. A majority of the appointed position of the Board shall
constitute a quorum for the consideration of matters pertaining to the purposes of the
Authority. If at any meeting of the Board there is less than a quorum present, a majority of
those present may adjourn the meeting from time to .,time. The act of a majority of the
Directors present and voting at a meeting at which a quorum is in attendance shall
constitute the act of the Board, unless the act of a greater number is reql:Jired by law, by the
Articles of Incorporation, or by these Bylaws.
A Director who is present at a meeting of the Board at which any corporate action is
taken shall be presumed to have assented to such action unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the Authority
immediately after the adjournment of the meeting. Such right to ,dissent shall not apply to a
Director who voted in favor of the action.
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Section 7. Conduct of Business. At the meetings of the Board, matters pertaining
to the purposes of the Authority shall be considered in such order as from time to time the
Board may determine.'
At all meetings of the Board, the Ghairperson shall preside, and in the absence of
the Chairperson,' the Vice Chairperson shall preside. In the absence of the Chairperson
and the Vice Chairperson, the Board from among the Directors present shall choose a
chairperson.
The Secretary of the Authority shall act as secretary of all meetings of the Board, but
in the absence of the Secretary, the presiding officer may appoint any person to aet as
secretary of the meeting.
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Section 8. Executive Committee, Other Committees. The Board may, by
resolution passed by a majority of the Directors, designate three (3) or more Directors to
constitute an execUtive committee or other type of committee. To the extent provided in the
authorizing resolution, a committee shall have and may exercise all of th~ authority of the ,
Board in the'management of the Authority, except where action of the Board is specified by ,
statute. A committee shall act in the manner provided in the authorizing resolution. Each
committee so designated shall keep regular minutes of the transactions of its meetings and
shall cause such minutes to be recorded in books kept for that purpose in the office of the
Authority, and shall report the same to the Board from time to time. Committees authorized
to exercise the powers of the Board shall give notice of any meeting in the manner required
for a meeting of the Board. '
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Section 9. Compensqtion of Directors. Directors, as such, shall not receive any
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salary or compensation for their services as Directors; provided. that nothing contained
herein shall be construed to preclude any Director from receiving compensation which is
not excessive and which is at commercially reasonable rates for personal services
(rendered in other than a "Director' capacity) which are reasonable and necessary in carry-
ing out the Authority's purposes.
Section 10. Director's Reliance on Consultant..lnformation. A Director shall not be
liable if while acting in good faith and with ordinary care. he relies on information, opinions.
reports, or statements, induding financial statements and other financial data, con~ming
the Authority or another p~rson, that were prepared or presented by:
(a) one or more other officers or employees of the Authority;
(b) legal counsel, public accountants, or other persons as to matter~ the officer
reasonably believes are within the person's professional or expert
competence; or
(c) a committee of the Board ofwhich the Director is not a member.
ARTICLE III
OFFICERS
Section 1. Titles and Term of Office. The officers ',of the Authority shall be a
chairperson of the Board, one or more vice chairpersons of the Board, a president. one or
more vice presidents, a seaetary, a treasurer, and such other officers as the Board may
from time to time elect or appoint One person may hold more than one office, except that
neither the Chairperson of the Board nor the President shall hold the office of Secretary.
The term of office for each officer (other than the Chairperson) shall be two (2) years com-
mencing with the date of the annual meeting of the Board at which each such officer is
elected. The Chairperson shall serve for the term"d~signated by the Mayor of the City.
All officers (other than the Chairperson and the President) shall be subject to
removal, with or without cause, at any time by a vote of a majority of the whole Board.
A vacancy in the office of any officer (other than the Chairperson and the President)
shall pe filled by the Board.
Section 2: Powers and Duties of the Chairperson. The Chairperson shall be a
member of the Board and shall preside at all meetings of the Board. The Mayor of the City
shall designate th~ Chairperson. He or she shall have such duties as are assigned by the
Board. The Chairperson may call special or emergency meetings. of the. Board. The
Chairperson shall also serve as the President. ' 1 ;
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Section 3. Powers and Duties of the Vice Chairperson. The Vice Chairperson
shall be a member of the Board. The Vice Chairperson shall perform the duties and
exercise the powers of the Chairperson upon the Chairperson's death, absence. disability,
or resignation. or upon the Chairperson's inability to perform the duties of his or her office.
Any action taken by the Vice Chairperson in the performance of the duties of the
Chairperson shall be conclusive evidence of the absence or inability to act of the
Chairperson at the time such action was taken. The Vice Chairperson shall also serve as, a
Vice President.
Section 4. Powers and Duties of the President, The President shall be the
principal executive officer of the Authority and. subject to the Board, he or she shall be in
general charge of the properties and affairs of the Authority. In furtherance of the purposes
of the Authority and subject to the limitations contained in the Articles of Incorporation. the
President. Chairperson, or Vice Chairperson may sign and execute all bonds. notes, deeds,
conveyances, franchises. assignments~ mortgages. notes. contracts and other obligations
in the name of the Authority.
Section 5. Vice President. A Vice President shall have such powers and duties
as may be assigned to him or her by the Board or the President, including the performance
of the duties of the President upon the death:' absence, disability. or resignation of the
President, or upon the President's inability to perform the duties of his or her office. Any
action taken by the Vice President in the performance of the duties of the President shall be
conclusive evidence of the absence or inability to act of the President at the time s~ch
action was taken.
Section 6. Treasurer. The Treasurer shall have custody of all the funds and
securities of the Authori,ty, which come into his or her hands. When necessary or proper,
he or she may endorse. on behalf of the Authority, for collection. checks, notes and other
obligations and shall deposit the same to the credit of the Authority in such bank or banks
or depositories as shall be designated in the manner prescribed by the Board; he or she
may sign all receipts and vQuchers for payments made to the Authority, either alone or
jointly with such other officer as is designated' by the Board; whenever required by the
Board, he or she shall render a statement of his or 'her case accqunt; he or she shall enter
or cause to be entered regularly in the books of the Authority to be kept by him or her for
that purpose full and accurate accounts of all moneys received and paid out on account of
the Authority; he or she shall perform all acts incident to the position of Treasurer subject to
the control of the Board; and he or she shall, if required by ~he Board, give such bond for
the faithful discharge of his or her duties in such form as the Boai-c:J may require. The
Treasurer shall also act as Secretary.
Section' 7. Secretary. The Secretc!rY shall keep the minutes of all meetings of the
Board in books provided for that purPose; he or she shall attend to the giving and serving of
all notices; in furtf:1erance of the purposes of the Authority and subject to~he limitations
contained in the Articles of Incorporation" he or she may sign with the Pr~si~ent in the
name 'of the Authority and/or attest the signatures thereof, all contrads. co~veyances.
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franchises, bonds, deeds. assignments, mortgages, notes and other instruments of the
Authority; he or she shall have charge of the AuthoritYs books. records. documents and
instruments. except the books of account and financial records and securities of which the
Treasurer shall have custody and charge, and such other books and papers as the Board
may direct, all of which shall at all reasonable times be open to the inspection of any
Director upon application at the office of the Authority during business hours; and. he or
she shall in general perform all duties incident to the office of Secretary subjed to the
control of the Board.
Section 8. Compensation. Officers may be entitled to receive such salary or
compensation for personal services, which are necessary, and reasonable in carrying out
the AuthoritYs purposes as the Board may from time to time determine, provided. that in no
event shall the salary or compensation be excessive. Board members, even in their
capacity as officers, are not entitled to compensation except as otherwise provided in
Article II, Sedion 9.
Section 9. Officer's Reliance on Consultant Information. In the discharge of a
duty imposed or power conferred on an officer of the Authority, the officer may in good faith
and with ordinary care rely on information. opinions, reports, or statements, including
financial statements and other financial data. concerning the Authority or another person,
that were prepared or presented by:
(a) one or more other officers or employees of the Authority. including members
of the Boa'rd; or
(b) legal counsel. public accountants, or other persons as to matters the officer
reasonably believes are within the person's professional or expert competence.
ARTICLE IV
,MISCELLANEOUS PROVISIONS
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Section 1. Fiscal Year and Audit. The fiscal year of the Authority shall begin
October 1 of each year.
At the end of each fiscal year (beginning with the fiscal year or fraction thereof during which
this Agreement is executed). the Authority will have at its own expense an audit prepared
by an independent Certified Public Accountant for that fiscal year that shall be submitted to
the Authority, the Zone and the City within one hundred twenty (120) days after the end of
the fiscal year. The Authority shall furnish copies of the audit without cost to the City and
, the Zone Board. '
Section 2... Seal. The seal of the Auth9rity shall' be the Board may ~;approve such
as from time to time. . : ,; ,
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Section 3. Notice and Waiver of Notice. Whenever any notice other than public
notiGe of a meeting given to comply with the Open Meetings Ad, is required to be given
under the provisions of these Bylaws, such notice shall be deemed to be sufficient if given
by depositing the same in a post office box in a sealed postpaid wrapper addressed to the
person entitled thereto at his, or her post office address, as it appears on the books of the
Authority, and such notice shall be deemed to have been given on the day of such mailing.
A waiver of notice, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
Section 4. Resignations. Any Director or officer may resign at any time. Such
resignations shall be made in writing and shall take effed at the time specified therein, or, if
no time be specified, at the time ,of its receipt. by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effedive, unless expressly so
provided in the resignation.
Section 5. Gender. References herein to the mascu'ine gender shall also refer
to the feminine in all appropriate cases and vice versa.
, Section 6. Appropriations and Grants. The Authority shall have the power to
request and accept any appropriation, grant, contribution, donation, or other form of aid
from the federal government, the State, any political subdivision, or municipality in the
State, or from any other source.
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemnification. Subjed to the limitations and conditions as
provided in this Article V and the Micles of Incorporation, each person who was or is made
a party or is threatened to be made a party to or .is involved in any threatened, pending or
completed adion, suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (hereinafter a "proceeding"), or any appeal in such a proceeding or any inquiry
or investigation that could lead to such a proceeding, by reason of the fad that he or she, or
a person of whom he or she is the legal representative, is or was a Director or officer of the
'Authority or while a Director or officer of the Authority is or was serving at the request of the
Authority as a director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by
the Authority to the fullest,extent permitted by the Texas Non-Profit Corporation Act, as the
same exists or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Authority to, provide broader irydemnification
rights than said law permi~ed the Authority to provide pr~or to such amend~ent) against
judgments, penalties (including excise and similar taxes and punitiye damages), fines,
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settlements and reasonable expenses (including, without limitation. attorneys' fees) actually
incurred by such person in connection with such proceeding, and indemnification under this
Article V shall continue as to a person who has ceased to serve in the capacity which
initially entitled such person to indemnity hereunder. The' rights granted pursuant to this
Article V shall be deemed contract rights. and no amendment. modification or repeal of this
Article V shall have the effect of limiting or denying any such rights with respect to actions
taken or proceedings arising prior to any such amendment, modification or repeal. It is
expressly acknowledged that the indemnification provided in this Article V could involve
indemnification for negligence or under theories of strict liability.
Section 2. Advance Payment. The right to indemnification conferred in this
Article V shall include the right to be paid in advance or reimbursed ,by the Authority the
reasonable expenses incurred by a person of the type entitled to be indemnified under
Section 1 whq was, is or is threatened to be made a named defendant or respondent in a
proceeding in advance of the final disposition of the proceeding and without any
determination as to the person's ultimate entitlement to indemnification; provided, however.
that the payment of such expenses incurred by any such pers'on in advance of the final
disposition of a proceeding. shall be made only upon delivery to the Authority of a written
affirmation by such Director or officer of his or her good faith belief that he or she has met
the standard of conduct necessary for indemnification under this Article V and a written
undertaking, by or on behalf of such person. to repay all amounts so advanced if it shall
ultimately be determined that such indemnified person is not entitled to be indemnified
under this Article V or otherwise.
Section 3. Indemnification of Employees and Agents: The Authority. bY,adoption
of a resolution of the Board. may indemnify and advance expenses to an employee or
agent of the Authority to the same extent and subject to the same conditions under which it
may indemnify and advance expenses to Directors and officers under this Article V; and the
Authority may indemnify and advance expenses to persons who are not or were not
Directors, officers, employees or agents of the Authority but who are or were serving at the
request of the Authority as a Director, officer, partner. venturer, proprietor. trustee,
employee, agent or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust. employee benefit ..plan or other
enterprise against any liability asserted against him or her and incurred by him or her in
such a capacity or arising out of his or her status as such a person to the same extent that it
may indemnify and advance expenses to Directors under this Article V.
Section 4. Appearance as a Witness. Notwithstanding any other provision of this
Article V, the Authority shall payor reimburse expenses incurred by a Director or officer in
connection with his or her appearance as a witness or other participation in a proceeding
involving the Authority or its business at a time when he or she is not a named defendant or
respondent in the proceeding.
Section 5. Non-exclusivity of Rights. The right to indemnification and the
advancement and paymen~ of expenses conferred in this Article V shal! not be, ~~c1usive of
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any other right which a Director or officer or other person indemnified pursuant to Section 3
of this Article V may have or hereafter acquire under any law (common or statutory),
provision of the Articles of Incorporation of the Authority or these Bylaws, agreement, vote
of shareholders or disinterested Directors or otherwise.
Sedion 6. Insurance. The Authority may purchase and maintain insurance, at its
expense, to protect itself and any person who is or'. was serving as a Director, officer,
employee or agent of the Authority or is or was serving at the request of the Authority as a
Director, officer, paf1!ler, venturer; proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic,corporation, partnership, joint venture, proprietor-
ship, employee benefit plan, trust or other enterprise against any expense, liability or loss,
whether or not the Authority would have the power to indemnify such person against such
expense, liability or loss under this Article V.
Sedion 7. Notification. Any indemnification of or advance of expenses to a
Director or officer in accordance with this Article V shall be reported in writing to the
members of the Board with or before the notice of the n~xt regular meeting of the Board
and, in any case, within the 12-month period immediately following the date of the
indemnification or advance.
Sedion 8. Savings Clause. If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the Authority shall
nevertheless indemnify and hold harmless each Director, officer or any other person
indemnified pursuant to this Article V as to costs, charges' and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action,
suit or proceeding, whether civ!l, criminal, administrative or investigative, to the full extent
permitted by any applicable portion of this Article V that shall not have been invalidated and
to the fullest extent permitted by applicable law. .
ARTICLE VI
PROVISIONS RELATING TO MINORITY CONTRACTING
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The Authority shall attempt to stimulate the growth of disadvantaged b~sinesses
inside the City by encouraging the full participation of disadvantaged businesses in all
phases of its procurement activities and affording those disadvantaged businesses a full
and fair opportunitY to compete for Authority contracts. The Authority shall establish one or
more programs designed to increase participation by disadvantaged busiFlesses in contract
awards, which will conform to City approved programs. Any program established by the
Authority shall provide that disadvantaged businesses certified by the City shall be the
disadvantaged businesses certified for Authority contracts.
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ARTICLE VII
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CODE OF ETHICS
Section 1. Policy and Purposes.
(a) .It is the policy of the Authority that Directors and officers conduct them~elves
in a manner consistent with sound business and ethical practices; that the public interest
always be considered in conducting corporate business; that the appearance of impropriety
be avoided to ensure and maintain public confidence in the Authority; and that the Board
establish policies to control and manage the affairs of the Authority fairly, impartially, and
without discrimination. '
(b) This Code of Ethics has been adopted as part of the Authority's Bylaws for
the following purposes: (a) to encourage high ethical standards in official conduct by
Directors and corporate officers; and (b) to establish guidelines for such ethical standards
of conduct. .
Section 2.
Conflicts of Interest.
(a)' Except as provided in subsection (c), a Director or officer is prohibited from
participating in a vote, decision, or award of a contract involving a business entity or rear
property in which the Director or the officer has a substantial interest, if it is foreseeable that
the business entity or real property will be economically benefited by the action. A person
has a substantial interest in a business (i) if his or her ownership interest is ten percent or
more of the voting stock or shares of the business entity or ownership of $15,000 or more of
the fair market value of the business entity, or (ii) if the bus.iness entity provides more than
ten percent of the person's gross income. A person has a substantial interest in real
property if the interest is an equitable or legal ownership with a fair market value of $2,500
, or more. An interest of a person related in the second degree by affinity or the third degree
by consangui~ity to a Director or officer' is considered a substantial interest.
(b) If a Director or a person related to 'a Director in the first or second degree by
affinity or the first, second, or third degree by consanguinity has a substantial interest in a
business entity or real property that would be pecuniarily affected by any official action
taken by the Board, such Director, before a vote or decision on the matter, shalf file an
affidavit stating the nature and extent of the interest. The affidavit shall be filed with the
Secretary of the Board.
(c) A Director who has a substantial interest in a business entity that will receive
a pecuniary benefit from an action of the Board may vote on that action if a majority of the
Board has a similar interest in the same action or if all other similar business e~tities in the
Authority will receive a similar pecuniary bene~t.
(d)
An.employee of a public entity may serve on.the Board.,
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Acceptance of Gifts. No Director or officer shall accept anY'benefit as
Section 3.
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consideration for any decision, oplnlonl recommendationl vote or other exercise of
discretion in carrying out official acts for the Authority. No Director or officer shall solicitl
accept, or agree to accept any benefit from a person known to be interested in' or likely to
become interested in any contradl purchase, paymentl claim or transactfon involving the
exercise of the Diredors or officers discretion. As used here, "benefit" does not include: .
(a) a fee prescribed by law to be received by a Diredor or officer or any other
benefit to which the Director or officer is lawfully entitled or for which he gives legitimate
consideration in a capacity other than as a Director or officer;
(b) a gift or other benefit conferred on account of kinship or a personal, profes-
sional, or business relationship independent of the official status of the Director or officer;
(c) an honorarium in consideration for legitimate services rendered above and
beyond official duties and responsibilities if:
(1) . not more than one honorarium is received from the same
person in a calendar year;
(2) not more than one honorarium is received for the same service;
and
(3) the value of the honorarium does not exceed $250 exClusive of
reimbursement for travell food, and lodging expenses incurred
by the I;liredor or officer in performance of the services;
(d) a benefit consisting of foodl lodging, transportation I or entertainment,'
accepted as a guest and reported as may be required by law.
Section 4. Bribery. A Director or officer shall not intentionally or knowingly offer,
confer or agree to confer on anotherl or solicitl acceptl or agree to accept from another:
~
(a) any benefit as consideration for the 'Diredors or officers decision, opinion,
recommendation, vote, or other exercise of discretion as a Director or officer;
(b) any benefit as consideration for the Director's or officer's decision I vote,
recommendation, or other exercise of official discretion in a judicial or administrative
proceeding; or
(c) any benefit as consideration for a violation of a duty imposed by law on the
Director or officer.
Section 5. Nepotism. No Director or officer shaU appoint, or vote for, or confirm
the appointment to any office, position, clerkship, employment or duty, of any person
related within the second degree by affinity (marriage relationShip) or withi,~' the third
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d~gree of consanguinity (blood relationship) to the Director or officer so appointing. voting
or confirming, or to any other Director or officer. This provision shall not prevent the ap-
pointment, voting for, or confirmation of any person who shall have been continuously
employed in any such office, position, clerkship, employment or duty at least 1 year prior to
the appointment of the Director or officer so appointing or voting.
ARTICLE VIII.'
AMENDMENTS
A proposal to alter, amend. or repeal these BylaWs shall be made by the affirmative
vote of a majority of the full Board at any annual or regular meeting. or at any special
meeting if notice of the proposed amendment be contained in the notice of said special
meeting. However, any proposed change or amendment to the Bylaws must be approved
by the City Council of the City to be effective.
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Agenda Item 4/5 for Redevelopment Authority
Agenda Item 4 for TIRZ
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AGENDA ITEMS 4 &5 FOR REDEVELOPMENT AUTHORITY
AGENDA ITEM 4:
RESOLUTION ESTABLISlUNG ANNUAL & REGULAR MEETING DATES
Annual meetings (Article II. Section 3). The annual meeting of the Board shall be held at
the time and location in the City designated by the resolution of the Board. Item 4 on the
agenda is a resolution establishing the first Wednesday in August as the annual meeting
date and regular meeting dates are as called by the Chairperson. These dates could be
changed by later resolution of the Board.
Note: It is recommended that the TIRZ officers also serve as the parallel officers on the
Redevelopment Authority.
AGENDA ITEM 5
ELECTION OF OFFICERS FOR LA PORTE REDEVELOPMENT AUTHORITY
The Redevelopment Authority Bylaws provide for the following officers (Article III) and
other such officers from time to time as the Board may elect.
~ Chairperson (designated by the Mayor of La Porte) shall also serve as
President and cannot serve as Secretary.
>- Vice Chairperson(s) (one or more) who shall also serve as Vice President.
~ Treasurer who shall also act as Secretary.
The term for officers for the Redevelopment Authority (other than Chairperson/President)
shall be 2 years commencing with the date of the annual meeting of the Board at which
each such officer is elected.
AGENDA ITEM 4 FOR TIRZ
ELECTION OF OFFICERS FOR TIRZ
The TIRZ Creation Ordinance #99-2325 provides the following (Section 3 Board of
Directors)
".. . the Mayor shall annually nominate and appoint, subject to City Council
approval, a member to serve as Chair for a term of one year. . . ."
"The City Council authorizes the Board of Directors to elect from its members a
Vice-Chairperson and other such officers as the Board of Directors sees fit."
Only July 23, 2001, Alton Porter was approved by City Council to serve as Chairman
until March 30, 2002.
The TIRZ Board has in the past seen fit to elect from its members a Secretary and 2
Assistant Secretaries.
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LA PORTE REDEVELOPMENT AUTHORITY
RESOLUTION 2001-1
A RESOLUTION OF THE LA PORTE REDEVELOPMENT AUTHORITY
DESIGNATING THE ANNUAL AND REGULAR lVIEETING OF THE BOARD;
FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING
AN EFFECTIVE DATE HEREOF.
NOW THEREFORE, BE IT RESOLVED Br THE CITY COUNCIL OF THE
CITY OF LA PORTE:
Section 1.
Annual Meeting Date. In accordance with its Bylaws, the La Porte
Redevelopment Authority hereby establishes the first Wednesday of August as its annual
meeting date to be held in the Council Chambers of the La Porte City Hall, 604 West Fairmont
Parkway, La Porte, Texas beginning at 6:00 p.m.
Section 2.
Ree:ular Meetin2 Date. In accordance with its Bylaws, the La Porte
Redevelopment Authority hereby authorizes the Chairperson to call for regular meetings at
such times and places in the City as may be convenient for the conduct of business.
Section 3.
The annual meeting date and regular meeting date established herein,
shall remain in effect until and unless otherwise designated by Resolution of the Board.
Section 4.
The La Porte Redevelopment Authority officially fmds, determines,
recites, and declares that a sufficient written notice of the date, hour, place and subject of this
meeting of the La Porte Redevelopment Authority ylas posted at a place convenient to the
public at the City Hall of the City for the time required by law preceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this
meeting has been open to the public as required by law at all times during which this resolution
and the subject matter thereof has been discussed, considered and formally acted upon. The
La Porte Redevelopment Authority further ratifies, approves and confirms such written notice
and the contents and posting thereof.
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Section S. This Resolution shall be effective from and after its passage and
approval.
PASSED AND APPROVED this rt day of August 2001.
LA PORTE REDEVELOPMENT AUTHORITY
By:
Alton Porter, Chairperson/President
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City of L,a Porte
Established 1892 '
June 25, 2001
Hon. Mayor & City Council
City of La Porte
City Hall
La Porte, Texas
Gentlemen:
, I hereby appoint Alton Porter as Chairman of the City of La Porte
Reinvestment'Zone No.1, and as Chairman of the City of La Porte
Redevel~pment A~thority, each for a one year term.
These appointments are subject to confirmation by City Council.
Yours very truly"
CITY OF LA
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Agenda Item 6 for Redevelopment Authority
Agenda Item 5 for TIRZ
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AGENDA ITEM 6 FOR REDEVELOPMENT AUTHORITY
AGENDA ITEM 5 FOR TIRZ
DISCUSS AND TAKE APPROPRIATE ACTION WITH REGARD TO A TRI-
PARTY AGREEMENT BETWEEN THE CITY OF LA PORTE, TEXAS;
REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS; AND
THE LA PORTE REDEVELOPMENT AUTHORITY
A key element of our Tax Increment Reinvestment Zone (TIRZ) is the Tri-Party
Agreement between the City, the TIRZ Board, and the Redevelopment Authority. This
document describes the relationship of the three parties and outlines the type of services
to be provided by the Authority and the obligations and duties of the Authority.
As with other TIRZ and Authority documents, we have attempted to provide a document
that is flexible enough to deal with the issues that might surface over the next 25:t years.
As drafted, there are several checks and balances which are incorporated.
1. The Authority can only issue bonds with City Council's approval (Section III,
A).
2. The terms and conditions of the Authority's assIgmng or pledging the
proceeds received by the Authority must be approved by the City Manager
(Section III, last paragraph).
3. The Authority agrees to operate under the City's financial, accounting and
procurement policies. Deviation from these policies will require City Council
approval (Section VII Operating Policies).
4. Except where City Council approval is required, the Authority shall not enter
into any agreements, contracts, or obligations without the City_ Manager's
approval (Section VII Operating Policies).
Several areas of the agreement refer to the Authority providing certain administrative
services, reports, accounting services, audits, depository agreements, investments, etc. It
is anticipated that the Authority will contract with the City to provide these services (with
some exceptions, i.e. audit). This is similar to the way the City and the La Porte Area
Water Authority operate. The Redevelopment Authority would pay the City for these
services from the TIRZ funds, as it is an eligible expense.
At the July 9 meeting, City Council approved entering into a Tri-Party Agreement
between the City, the TIRZ Board, and the Redevelopment.
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AGREE~mNTBYANDBETWEENTHE
CITY OF LA PORTE, TEXAS,
RElJ."\TVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS,
AND THE LA PORTE REDEVELOPMENT AUTHORITY
THE STATE OF TEXAS
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~ KNOW ALL BY THESE PRESENTS:
COUNTY OF HARRIS ~
, TillS AGREEMENT (this "Agreemenf'), effective as of . 2001, is made by ,
and between the CITY OF LA POR,TE, TEXAS, a municipal corporation and a home-rule city.in
the State' of Texas (the "City"); REINVESTMENT ZONE NUMBER ONE, CITY OF
LA PORTE, TEXAS, a reinvestment zone created by the City pursuant to Chapter 311, Texas Tax
Code (the "Zone"); and tlie LA PORTE REDEVELO'PMENT AU:THO~T:V, a nonprofit local
government corporation organized and existing under the l~ws' of the ,State of Texas (the
"Authority"). '
RECITALS
WHEREAS, by Ordinance No. 2000-2457 of the City Council of the, City, adopted on
December 11. 2000. the City authoriz~d the creation of the Autho'rity to aid, assist and act on behalf
of the City in the performance of the City's governmental and proprietary functions with respect to,
the common good and general welfare of La Porte; and
WHEREAS, by Ordinance No. 99-2325 . the City created the Zone pursuant to Chapter 311,
TEXAS TAX CODE (the "TIRZAct") and by Ordinance No. 99-2350, the City expanded the Zone; and
WHEREAS, the Board of Directors of the Zone ("Zone Board") and the City Coun~il of the
City each approved and adopted a Project PIan and ~ Reinvestment Zone Financing Plan for the
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Zone; and', '.
WHEREAS, the City and the Zone Board have determined that it will be advisable to have
the Authority assist the Zone Board and act as consultant to the Zone Bo~d in the implementation of
the Project Plan and the Reinvestment Zone Financing Plan and provide the other services set forth
in this Agreement, including the construction of improvements and the issuance of its bonds to
facilitate the Plan; and
,WHEREAS, the City md th~ Zone desire to, contract with the Authority to provide the
assistance desqribed in this Agreement during the term of the Zon~, and to finance th~ efforts of the
Authority using tax increments as provided herein; , .
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WHE,REAS, the City may later establish a Public Improvement District(s) to finance the
constroction of certain other public improvements to serve the Zone pursuant.to Chapter. 372,
TEXAS LOCAL GOVERNMENT CODE (the "Pill Act") and pursuant to an approved Service and
Assessment Plan approved by City; and
WHEREAS, if a Pill is established within the Zone, the City and the Zone may desire to
contract with the Authority to provide the assistance described in this Agreement during the term of
the Zone, and to finance the efforts of the Authority using Pill assessments as provided herein;
NOW, THEREFORE, for,and in consideration of the premises and the mutual covenants
and agreements herein contained, the City, the Zone and the Authority agree as follows:
I.
DEFINITIONS
, ,
Definitions. The terms "Agreement," "Authority," "City," "Zone Board," and "Tri-Party
Agreement," and "P ID Act" have the meanings set forth in the preamble hereof, and the following
capitalized terms shall have the meanings provided bel.ow, 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.
"Agreemenf' shall mean this Agreement and all attachments hereto, between the City, the
Zone and the Authority. '
"Appraisal District' shall mean the Harris County Appraisal District.
"Autnority Obligations" shall mean the notes or other contractual obligations that the
Authority may incur from time to tiIIie with a Developer pursuant to Article III hereof and includes
without limitation Development Agreements.
.m""",~.,,~....t.r.:::\1'1"I- ~~,. ",~ .' '-'-:.l~:"'" g...):IrJ'.'.'E' m~B;~..;:J:-..N"'''':'','- "~'"''--''};j~'''
. OJ1uS" ,SUlU.I:-me I<tti '. ., '~', on~ .. w,0I:'LJ:JJ.l;> unus' ,$I'l:!tapn, ,'oa ,1'
. t;;a:.U:,",,~~23:l'.)1it1i. ..).' "'..... .~ ,'u....r."ij "'~"~ibi.va.:'.~"" ,r"ti;'\*.... ft-.:t.::':' .
"Captured Appraised Value" shall mean the total appraised value of property in the Zone as
of January I of any year less the Tax Increment Base of the Zone, all as defmed in the TIRZ Act.
, "
"City" is defmed in the recitals hereto. '
"City Councif' shall mean the City Council of the City.
"City Manager" shall mean the city manager of the City, or such person as he or she shall
designate. I
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"County" shall mean Harris County, Texas.
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"Developer" shall mean a person who is developing or redeveloping, or proposes to develop
or redevelop, a TIRZ Project within the Zone and may include natural persons, private entities"
public or private not-for-profit corporations, the City, a school district, Harris County, the State of
Texas, any other governmental bodies, o~ any other, kind of person.
, "Development Agreement" shall mean an agreement between the Authority and a Developer
relating to the development, construction, remodeling, or rehabilitation of a TIRZ Project or a Pill
Project.
"Financing Plan" shall mean the reinvestment zone financing plan'for the Zone as amended
from time to time pursuant to the TIRZ Act, as adopted,by the Zone Board and approved by the City
Council. .
"Interloeal Agreement" means the Interlocal Agreement between the City, the Zone and the
County approved by with respect to the paqicipation of the County in the Zone, as such may be
amended from time to time. ' '
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r~~~dm<. P4~;b:oimI?~~m~~f.,DISm,,~Jf~~t~J~h~4en= b~...1;!l...~~ty~ID-ilAnJti~.ill:Q..Ile
. LLWi&o~i,E; '''......,~.:;-jjoli!!:!:llz:~...m''''''.' ~............_~~~ ,
ax:rd..;fof~??hrcl@r;"em:'tv\an> ~. .: ne~tracr"'~'ilir:fth~Aru' '~..H"~;tCi';"~rO~frde::the;;as-istance~:desGabea:inl
.w':J....~.a.i:Mt:...,~JIl:~m~....'LAlI"~_".~~..._. Q~J\hT.fl.~.IB~~ic.-~'~:':-M._1:.'""",'''''~'''''''~~'''' ..,Ji,~. ~-.........~'o...:..:;;.~~"....
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~M~gr~em~l1..Y;:.
Plan.
~(Q.l:Q~,~melIMshall mean the assessments levied by the City in connection with a Pill
~~ shall mean ~e bonds of the Authority payable from a pledge of a Pill
Assessment Revenue Fund.
'lPJt.Dl'B1.li_hall mean the Servi,ce and Assessment Plan of a Pill.
(fimt'~~~shall,mean any project for which Pill Assessmen~ can be used pursuant to a
PID Plan. .
fiilJillfF,.Wt.1rtJielETlti'f1.J shall mean the subaccount of the Revenue Fund into which the Pill
Assessments are deposited by the City.
Ji~1.~t~shall mean the TIRZ Plan and a Pill Plan approved by City.
"Project Cost" shall mean those costs of public works and improvements and other costs for
which payment can be made pursuant to the TIRZ Act that are identified in'the TIRZ Plan.
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"Project Plan" shall mean the project plan for the Zone as it may be amended from time to
time p~rsuant to the terms of the TIRZ Act, as adopted by the Zone Board and approved by the City
Council.
"Projects" shall mean the TIRZ Projects and the Pill Projects.
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"Revenue Fund' shall mean the fund established by the Authority comprised of the TIRZ
Revenue Fund' and any Pill Assessment Revenue Fund subaccounts. '
"School D~strict" shall mean the La Porte Independent School District.
"School District ~ducational Facilities Costs" means the money to be paid annually to the
School District for educational facilities project costs pursUB.?t to the Interlocal Agreement.
"Special Dist'.ict Improvement Fund' shall mean the Special District Improvement Fund
created by the City for the PIp including any subaccount therein in~o which all PID Assessments
shail be deposited by the City.
"Tax Incremenf' shall mean the amount of property taxes collected each year by each Taxing,
Unit participating in the Zone (to the extent of their participation) on the Captured Appraised Value.
"Tax Increment Base" shall mean the total appraised v.alue of all real property taxable by the
City and located in the Zone as of January I, 1999, the year in which the Zone was effective and
designated as a reinvestment zone, plus the total appraisal of all r~al property taxable by the City and
the o~herTaxing Units participating in the Zone and annexed to the Zone determined as of January 1
of the year in which any future area is annexed to the Zone.
. .
"Tax Increment Fund" shall mean the Tax Increment Fund created by the City for the Zone
includ~g any subaccount therein into which all Tax Increments shall be deposited by the City.
"Taxing Unit" shall mean the CoUnty, the School District, and any other TaXing Unit that
participates in the TIRZ.
"TIRZ Act" is defined in the recitals hereto.
"TIRZ Bonds" shall mean the bonds of the Authority. payable from a pledge of the TIRZ
Revenue Fund.
"TIRZ Pla,n" shall mean the Project Plan and the Financing Plan.
, "TIRZ Project" shall mean any project for which moneys in th~ Tax ~crement Fund can be
used pursuant to the TIRZ Act and wijich has been approved in.the Project Plan anC] the Financing
flan. I
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"TIRZ Revenue Fund" shall mean the subaccount of the Revenue Fund into which the Tax
Incre~ents are deposited by the City for the use of the Authority hereunder.
Zone.
"Zone" is defmed in the recitals hereto, and includes any area added to the boundaries of the
II. ,
SCOPE OF SERVICES BY AUTHORITY
To the extent of available funds and subject to the limitations of this Agreement, the services
that the Authority may furnish consist of',among other things, the following:
'* ' A. Management and Administrative Services and Consultants. The Authority will
p~ovide management and adntinistrative services for the Zone and '$e Pill. The servi~es ~thout
limitation may include the following: ' :, , , '
,1. Provide the staff and administrative services that are necessary to manage the
Zone and the Pill and provide or supervise the services and the Projects;
2. Provide management, financial and program monitoring systems for the
administration of the Zone, and the PIp;
3. Provide any required reports to the City and the Zone' concerning the
administration of the Zone; ,
4. ,Subject to the tetms of this Agree~ent, recruit. hire, pay and supervise the
consultants and any work force that the Authority will utilize to furnish services required for the
development or redevelopment of the Zc;>~e;
5. Provide staff to participate in meetings concerning the administration of the
Zone and the Pill in all its capacities, including the services to the Zone Board when managing the
Zone;
6. Provide liaison and coordination between the Zone, the City, the County, the
School District, other Taxing Units. property owners. and other persons and groups interested in the
redevelopment activities of the Zone and the Pill;
7. Supervise and monitor the'performance of consultants and subcontractors who
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8., Assist in briefing Developers, property owners and other persons concerning
proposed activities and developments that would complement public and private development
activities in the Zone;
9. Function as the information/complaint center for all matters relating to the
administration of the Zone and advise the Zone Board and the City in a timely manner of any
problems concerning ,the Zone and the PID; and '
10. .Provide engineering, planning, legal, financial, real estate, and other services
through consultants engaged by the Authority as may be requested by the Zone Board or the City.
*' B.
Services With Respect to the Plans and Enlargement of the Zone.
1. Act as consultant to the Zone in the implementation and amendment of the
Plans in accordance with applicable law.
2. The Authority will review areas for addition to the Zone _~ requested by the
Zone Board and will provide information with respect to any proposed enlargement that may be
required by the Zone Board including, if requested, the information required for a preliminary Project,
Plan and a preliminary Financing Plan with respect to the enlargement of the Zone.
'* C. Tax and Assessment Rolls.
1. Assist the Zone Board and the City with r~spect to the preparation of special
tax rolls relating to the Zone: The Authority will analyze property uses in the Zone. compare them to
the records qf the' Appraisal District. and attempt to reco.ncile the tax rolls of the Appraisal District
with the actual land uses.
2. Assist the City in securing a tax roll for the Zone each year, and assist the
Zone Board, the City, and the Appraisal District in having the Zone tax rolls cOITec~y reflect the total
appraised value of real property in the Zone for that year. and showing separately the Tax Increment
Base and the Captured Appraised Vatue. The Authority. will assist the Zone Board and the City in
advising all Taxing Units participating in the Zone with respect to the Captured Appraised Value and
the amount of Tax Increment of~ach Taxing Unit which is to be paid into the Tax Increment Fund as
required by the TIRZ A~t.
3. Assist the City in preparing the PID Assessment rolls, noti~ing and conducting
hearings, and collecting the Pill Assessments.
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~. :",nGffci's? The Authority may construct infrastructure, buy equipment
.a estate as necessary to implement the Plans and as permitted by the
'fII To the extent funds are available, the Authority may design and construct
Projects identified in the Plans that meet the qualifications of.the TIRZ Act and the PID Act as
applicable; and
, 'tI To the extent funds are available, the Authority may buy, sell, lease and
otherwise deal in real estate within the Zone. , '
E. Subcontractors. The Authority may provide the services required by this Agreement
through staff, subcontractors, andlor ~onsultants subject to the conditions of this Agreement.
m.
OBLIGATIONS OF THE AUTHORITY
A. General Statement. The Authority haS the authority to enter into Authority
ObligatioD:s with Developers and enter into contracts with consultants and others to be paid from
moneys to be paid by the City and the Zone to the Authority from Tax Increments and Pill
Assessments pursuant to this Agreement, and further, the Authority may issue Bonds with the
consent of the City Council; provided that nothing in this Agreement shall be construed to authorizt?
the Authority to expend any of the Tax Increment fund~ received pursuant to this Agreement for any,
costs other than Project Costs or expand Pill Assessments for any cost other than costs authorized
under the Pill Plan.
B. Power to Incur Authority Obligations. Subject to the provisions of this Article, the
Authority shall have the power from time to time to issue and incur Authority Obligations and enter
into contracts with consultants upon such terms and conditions as the Authority Bo~d and the Zone
Board shall determine to be necessary or desirable to implement the Plans. The Authority
Obligations may be in the form of a Development Agreement with the Developer of a Development
who agrees to construct, improvements or other facilities included in the Plans in exchange for the
obligation of the Authority to repay the Developer for such costs from future payments made by the
City and the Zone to the Authority pursuant to this Agreement. All Development Agreements, shall'
specify which Plan pursuant to which it is entered, and shall provide that (i) the Authority will not
reimburse any Developer for any Project that is determined to be an ineligible Project Cost Under the
TIRZ Act, or an ineligible Pill Project under the Pill Act, as applicable; and (ii) the Developer shall
repay the Authority for any payment made by the Authority to the Developer that is determined to be
ineligible.
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~ ~t~_~~r~~?:f~qgas~ar.rdt.Otl1(ft;Q1l;Ultati~IJ"s. The Authority may issue Bonds secured
by payments made pursuant to this Agreement with ,the approval of City Council. '
~_:mm!m~1iioYefh""eii:fl Amounts deposited in the TIRZ Revenue Fund shall be
applied in the following order of priority (i) amounts ptedged or required for the payment of
outstanding Bonds secured by the TIRZ Revenue Fund, including Bonds in the process of issuance
and refunding Bonds, (ii) administrative costs of the Zone and the Authority relating to the Zone, and
(iii) payments, of other Authority Obligations relating to the Zone.
~~iOf.;pJl~.f~S'm~i1i~s. Amounts deposited in the PID Revenue Fund shall be
applied in the following order of priority (i) amounts pledged or required for the payment of
outstanding Bonds secured by the Pill Revenue Fund, including Bonds in the process of issuance
and refunding Bonds, (ii) administratfve costs of the Authority relating to the Pill, and Ciii) paym~nts
of other Authority Obligatio~s relating to the PID.
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~~e::o"'fRfm'i1~F~~ The Authority and the Zone Board may pledge and assign
~l or a part ~fthe Revenue Fund U?der this Agreement to:
,~ 'with respect to the TIRZ Revenue Fund, the owners and holders ofTIRZ
Bonds. and Developers/Builders pursuant to a Development Agreement for TIRZ Improvements:
DJt with respect to the ~ID Revenue Fund, the owners and holders of Pill Bonds, .
and Developers/Builders pursuant to a Development Agreement for Pill Impro:vements;
The City consents to any assignment and pledge consistent with this Agreement. The terms
and conditions of the instruments assigning or pledging the proceeds to be received by the AutJ:1ority
pursuant to this Agreement must be approved by the City Manager.
IV '"
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DUTIES AND RESPONSnULITIES OF THE CITY AND THE ZONE
*
A. Tax Increment Fund. The City has established and will maintain a separate Ta."{
Increment Fund, including subaccounts if necessary, in the City treasury into which Tax Increments
shall be deposited. During the term of this Agreement, Tax Increments shall be paid to the Authority
from the Tax Increment Fund as herein provided.
"" B. Special District Improvement Fund. The City will establish and maintain a separate
fund Special District Improvement Fund, including subaccounts if necessary, in the City treasury into
which Pill Assessments shall be deposited. During'the term of this Agreement, PID Asses~ments
shall be paid to ,the Authority from the Special District Improvement Fund as herei~ provided.
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C. Limitation of Source of PaYment. The City and the Zone shall have no fmancial
obligation to the Authority other than as provided in this Agreement or in other agreements between
the City, the Zone and the Authority. The obligation of the City and the Zone to the Authority under
this Agreement is limited to the Tax Increments and Pill Assessments that are collected by the City. ,
This Agreement shall create no obligation on the City or the Zone that is payable from taxes or other
moneys of the City other than the Tax 'Increments and PIP Assessments that are collected by the
City. The obligation of the City and the Zone to the Authority under this Agreement shall be subject
to the rights of any of the holders of Bonds or other obligations that have heretofore or are hereafter
issued by the City, the County, and any other Taxing Units that are payable from or secured by a
general levy of ad valorem taxes throughout the taxing jurisdiction oft~e City, the County, and the
other Taxing Units.
D. Collection and Payment of Tax Increments by the City and the Zone. In consideration
of the services and TIRZ Projects to be provided by the Authority, the City and the Zone covenant
and agree that they will, as authorized under the TIRZ Act and other applicable laws, c,ontinuously
collect the Ta."( Increments from the Taxing Units whose participatio~ in the Zone is reflected in the
TIRZ Plan during the term of this Agreement in the manner and to the maximum extent p~rmitted by
applicable law. To the extent the City and the ione may legally do so, the City and the Zone also
covenant and agree that they will not permit a reduction in the Tax Increments paid by the Taxing
, Units except to the extent provided in the agreement with the Taxing Unit executed at the time the
Taxing Unit agr~es to participate in the Zone. In addition, the City covenants and agrees that it will
not dissolve the Authority unless the provisions of ArticleXVIII, Paragraph C, are met and that any
repeal of the right and power to collect the Tax Increments will not be effective until all the TIRZ
Bonds or other TIRZ-related Authority Obligations have been paid in full or until they are legally
defeased. The City and the Zone further covenant and agree that they will make all payments as set .
forth in Art~~le V below, by a direct deposit into the TIRZ Revenue Fund, without counterclaim or
offset, but minus any expenses incurred by the City in connection with the collection of the Tax
Increments and minus any amount retained pursuant to the provisions set forth in Article V below.
~~S@61II'~~E~~~~a~""e!i~t~Q?!~e~tSW~'rth~.::"@~i!YJ In consideration of the
services and PID Projects to be provided by the Authority, the City covenants and agrees that it will,
as authorized under the PID Act ~d other'applicable laws, continuously collect the Pill Assessments
as reflected in the PID Plan during the term of this Agreement in the manner and to the maximum'
extent permitted by applicable law. In addition, the City covenants and agrees that it will not
. dissolve the Authority and that any repeal of the right and power to coliect the Pill As~essments will
not be effective until all the PID Bonds or other PID-related Authority'Obligations have been paid in
full or until they are legally defeased. The City further covenants and agrees that it will make all
payments as set forth in Article.v below, by a direct deposit into the Pill Revenue Fund, without
counterclaim or offset, but minus any expenses incUrred by the City in connection with the collection
of the Pill Assessments, and ffi;inus any amount retained pursuant to the provisions, set forth in
Article V below.
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F. Obligations of City and the Zone to be Absolute. The obligation of the City and the
Zone to make the payments set forth in thi,s Agreement shall be absolute and unconditional, and until
such time as this Agreement, Bonds, and the contractual obligations of the Authority incurred
pursuant to this Agreement have been fully paid or provision for payment thereof shall have been
made in accordance with their terms (or, with respect to the Tax Increments, the date of expiration of
th~ Zone, if earlier), the City and the Zone will not suspend or discontinue any payments provided
for in this Agreement and will not terminate this Agreement for any cause, including, without
limiting the generality of the foregoing, the failure of the Authority to perform and observe any
agreement, whether express or implied, or any duty, liability, or obligation arising out of or
connected with this Agreement except as pro,vided in Article XVII. Nothing contained in this
section shall be construed to release the Authority from performance of any of the agreements on its
part contained in this Agreement, and in the event the Authority shall fail to perform any such
agreement on its part, the City may in:stitute such action against the Authority as the City may deem
necessary to compel performance so 1'ong as this action does not abrogate the obligations of the City
and the Zone to make the payments set forth in this Agree,ment to pay the Bonds of the Authority or
to meet its Authority Obligations to Developers. '
V.
CITY PAYMENT TO AUTHORITY
A. TIRZ Payments. The City, on behalf of itself and the Zone, will pay the Authority,
not later than the fifth business day of each calendar quarter during the term of this Agreement, all '*
monies then available in the Tax Increment,Fund, subject to the retention by the City of (i) an
amount equal to the City's direct administrative costs connected with the Zone and the TIRZ Plan,
not to exceed five percent of the amount available in the Tax Increment Fuq.d; and (ii) the School
District Educational Facilities Costs, if applicable. The Au~ority shall deposit the payments
received pursuant to this Section into the TIRZ Revenue Fund and use the monies in the TIRZ
Revenue Fund for payment of its TIRZ-related cosU!~ its obligations to the holders ofits TIRZ Bonds,
itS obligations to Developers pursuant to a TIRZ Development Agreement, or its other contractual
obligations. The obligation to make these payments shall survive a termination of this Agreement as
provided by Article XVII hereof. .
, ~~:g~~~~i!.~ The City will pay the Authority, ~ot later than the fust business day of
each calendar quarter during the term of this Agreement, all monies then available in the Special
District Improvement Fund, subject to the retention by the City of an amount equal to the City's
direct administrative costs connected with the Pill and the Pill Plan"not to exceed five percent of the
amount available in the Special District Improvement Fund. The Authority shall deposit the
payments received pursuant to this Section into the Pill Revenue Fund and use the monies in th~ Pill
Revenue Fund for payment of its PID-related costs, its obligations to the holders ofits Pill Bonds, its ,
obligations to Developers pursuant to a Pill Development Agreement, or its other; contractual
obligations. The obligation to make these payments shall survive a termination of this Agreement as
provided by Article XVII hereof. ' . , ~ '"
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VI.
ACCOUNTING AND AUDITS
"*
A. Accounts. records. and accounting reoorts. The Authority will maintain books of
records and accounts in which full, true, and proper entries will be made on all dealings, transactions, ,
business, and matters that in any way affect or pertain to the..operation of the Zone and the PID,.and
the allocation and application offunds provided hereunder. All such records shall be maintained in
accordance with generally accepted accounting principles and shall be clearly identified and readily
accessible. The Authority shall provide free access to the books and records at all times to the City
and the Zone or their representatives and shall permit them to examine and audit the same and make
copies thereof. The Authority shall further allow the City, and the, Zone and their representatives to
make inspections of all work data, documents, proceedings, and activities related to this Agreement.
Such right of access and audit' shall ,continue for a period of three years from the date of final
payment under this Agreement. The Authority will operate on the basis of the same fiscal year as the'
City.
B. Audit. At the end of each fiscal year (beginning with the fiscal year or fractjon
thereof during which this Agreement is executed), the Authority will have an audit prepared by an
independent Certified Public Accountant for that fiscal year that shall be submitted to the Authority,
the Zone and the City within 120 days after the end of the fiscal year. The Authority shall furnish
copies of the audit to the City Manager 'and the Zone Board.
C. Authority Deoositorv. Any moneys received from investing and- reinvesting the
moneys paid by the City and the Zone to the Authority shall remain m the Pro Revenue Fund and the
TIRZ Revenue Fund, as applicable, until used by the Authority for one of the purpose's penilltted by
this Agreement, and may be commingled with other moneys of the Authority; provided that these
~ds shall be accounted for separately. Such funds sha11 be invested and reinvested by the Authority
only in investments that would be eligible for investment by the City pursuant to the provisions of.
the Public Funds Investment Act (Chapter 2256, Texas Government Code). Such funds will be
secured by the depository bank in the same manner as City funds are required to be secured at the
City depository' and in accordance wi'th applicable law and City procedures.
VII.
"OPERATING POLICIES
By execution of this Agreement, the Authority agrees to operate under the City's fInancial,
accounting, and procurement policies. If State law affords the Authority more flexibility or options
in these areas, the Authority shaH require City Council's approval to deviate from the City's policies.
Except where City Council approval,is required, the Authority shall not en~er into any , ,
agreements, contracts, or obligations without the City Manager',s approval.
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VIII.
RIGHT OF OWNERSIDP
All property and improvements purchased by the Authority shall be the property of the
Authority and shall be maintained by the Authority throughout the term of this Agreement and the
Authority may lease, sell or otherwise dispose of such property upon such terms and conditions as
the Authority deems ~esirable; provided that, if any TIRZ Project or PID Project is integrated in and
used as part of the City's infrastructure, it shall be conveyed to the City at the time of such
integration, at the City's discretion. Upon termination of this Agreement, title to all Authority'
property shall immediately vest in the City without the need for further action on the part of the City.
t IX. ,
PERSONAL LIABILITY OF PUBLIC OFFICIALS
To the extent permitted by State law, no director of the Authority, nor any employee or agent
of the Authority, no director of the Zone, nor any employee or agent of the Zone, and no employee of
the City, nor any agent of the City, shall be personally responsible for any liability arising under or
growing out o.fthe Agreement, or operations of the Authority under the terms of this Agreement.
X.
CITY AND ZONE NOT LIABLE FOR DELAY
It is expressly agreed that in no event shall the City or the Zo~e be liable or responsible to the .
Authority or any other person for or on account of, any stoppage or delay in the work herein provided _
for by injunction or other legal' or equitable proceedings, or from or by or on account of any delay for
any cauSe over which the City or tJ1e Zone has no con~o1.
XI.
INDEMNITY AND RELEASE,
A. Indemnity for personal iniuries. The authority covenants and agrees to, and does
hereby, defend, indemnify and hold the city, the zone, and their officers, directors, and employee~
(the "indemnified persons"), hannless from all claims, causes of action, liabilities, fines, and '
expenses (including, without limitation, attorneys' fees, court costs and interest) for injury, death,
damage or loss injuries, including death, to persons or property sustained in connection with or
incidental to any performance under this agreement, including, without limitation, those caused by:
, ,
1. The authority's and/or its agents', employees', officers, directors', contractors', or
subcontractors' (collectively in lettered' paragraphs 1-3, "authority 's") actuB:! or alleged
negligence or intentional acts or omissions;
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2.. The indemnified persons' and/or the authority's actual or alleged concurrent
negligence, whether the authority is immune from liability or not; and
3. The indemnified persons' ,and/or the au~hority's actual or alleged strict ,products
liability or strict statutory liability, whether the authority is immune from liability or not.
The authority shall defend, indemnify, and hold the indemnified persons harmless during the
term of this agreement and for four years after the agreement terminates. The authority's
indemnification is limited to $3,000,000 per occurrence. The authority shall not inderimify
the indemnified persons for the indemnified persons' sole negligence.
I,
B. Indemnity to city property. Authority shall likewise mdemnify and hold harmless the
city for any and all.injury or damage tp city property arising out of or in connection with any and all
acts or omission (or alleged acts or omission) of authority, its officers, agents, employees,
contractors, subcontractors, licensees, or invitees.
'. C. Release. The authority agrees to and shall release the indem.cified persons from
all liability for injury, death, damage, or loss to persons or property sustained in connection with or
incidental to performance under this agreement, even if the injury, death, damage, or loss is caused
by the indemnified persons' sole or concurrent negligence.
D. Defense of Claims.
1. Assumotion of Defense: The Authority is defined as a "Covered Party'" under the
Errors and Omissions Liability Coverage Policy of the City of La Porte. As such, the Authority
agrees with the City of La Porte to immediately notify Ule City (and the City's insurance carrier) in '
the eV,ent of any claims that are or may be reasonably asserted under said policy. The Authority
agrees to cooperate fully with the City and its insurance carrier in defense of any claim asserted
against the Authority (or City, if Within the scope of the Authority's duty to indemnify City and the
other indemnified parties, as defined in this Agreement) in the event the City's liability insurance
carrier provides coverage and a defense of any claim subject to the indemnity provisions of this
agreement. In the event the City's liability insurance carrier denies coverage of any claim subject to
the indemnity provisions of this agreement, then the Authority may elect to defend said claim at its
own expense with counsel chosen by it that-is reasonably satisfactory to the Indemnifi~d Persons.
The Authority shall then control the defense and any negotiations to settle the claim. Within 10 days
after rec~iving written notice of the indemnification request, the Authority must advise the
Indemnified Persons as to whether or not it will defend the claim. If the Authority does not then
assume the defense, the Indemnified Persons shall assume and control the defense, and all defense
expenses constitute an indemnification loss.
2. Continued Participation. Subject to the foregoing paragraph, if the ~i1thority (after
denial of insurance defense coverage) elects to defend the claim; the Indemnified Persons may retain
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in (but not control) any settlement negotiations. Subject to the foregoing paragraph, the Authority
may settle the claim without the consent or agreement of the Indemnified Persons, unless the
settlement (i) would result in injunctive relief or oilier equitable remedies or otherwise require the
Indemnified Persons to comply with restrictions or limitations that adversely affect the Indemnified
Persons; (ii) would require the Indemnified Persons to pay amounts that the Authority does not fund
in full; or (iii) would not result in the Indemnified Persons' full and complete release from all
liability to the plaintiffs or claimants who are partjes to or otherwise bound by the settlement.
XII.
INDEPENDENT CONTRACTOR
It is expressly understood and..agreed that the Authority shall perform all work and services
described herein as an independent contractor and not as an officer, agent, servant, or employee of
the City or the Zone; that except as herein provided, the Authority shall have exclusive control of and
the exclusive right to control. the details of the services and work performed hereunder, and all
persons performing the same; and shall be solely responsible for the acts and omissions of its
officers, agents, employees, contractors, and subcontractors; that the doctrine of respondent supenor
shall not apply as between the City or the Zone and the Authority, its office~s, agents, employees,
cop.tractors, and subcontractors; and that nothing herein shall be eonstrued as creating a partnership
or joint enterprise between the City or the Zone and the Authprity. No person performing any of the
work and services described hereunder shall be con~idere;d an officer, agent, servant, or employee of
the City or the Zone.
, XIll.
INSURANCE-
The Authority is listed as a "Covered Party" under the City of La Porte's Errors and
Omissions Liability Coverage. The Liability Declarations ofC9verage is attached to this Agreement
as Exhibit "A". In addition to the foregoing, the Authority (as it deems prudent) may obtain and
maintain additional insurance coverage continuously""during the term of this Agreement, and the
Authority shall contrac~ with each contractor engaged by it hereunder to maintain (and cause each of
its subcontractors to maintain) insurance coverage during the term of its contract, naming the
Authority and the City of La Porte, its officers and employees, as additional named insured, and
further providing the City of La Porte (and other indemnified parties) at least 30 days prior notice of
cancellation of ":DY policy required herein.
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XIV.
ADDRESS AND NOTICE
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 foll,owing addresses:
La Porte Redevelopment Authority
John Joems, Assistant City Manager
P.O. Box 1115
La Porte, Texas 77572-11151
Attn: President, Board of Directors '
Reinvestment Zone Number One
John Joems, Assistant City Manager
P.O. Box 1115
La Porte, Texas 77572-1115
Attn: Chairperson, Board of Directors
City of La Porte
John Joems, Assistant City Manager
P.O. Box 1115
La Porte, Texas 77572-1115
Atteation: 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.
XV.
APPLICABLE LAWS
This Agreement is made subject to the Constitution and laws of the State of Texas and the
Charter of the City. All aCtions or proceedings arising directly, indirectly or otherwise in connection
,with, out of, or related to, or from this Agreement shall be litigated only in courts whose situs is in
Houston, Harris County, Texas (U.S.A.). Each paqy hereto cons,ents and submits to ,the jurisdiction,
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of Courts in Houston, Harris County, Texas. ,1 ':
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XVI.
CAPTIONS
The captions at the beginning of the Articles of this Agreement are guides and labels to assist
in locating and reading such Articles and, therefore, will be given no effect in construing this
Agreement and shall not be restrictive of the subject matter of any article, section, or part of this
Agreement.
, XVII.
SUCCESSORS AND ASSIGNS
This Agreement shall bind and benefit the respective parties and their legal successors, and
shall not be assignable, iD. whole or in part, by any party hereto without first obtaining the written'
consent of the other party. Nothing hc::rein shall be construed as creating any personal liability on the
part of any office~ or agency of the City, of the Zone or of the Authority.
XVIII. ,
TERM AND TERMINATION, DISSOLUTION OF AUTHORITY
A. In general. This Agreement shall become effective, and its initial term shall-begin, on
the date first set forth above, and end upon the later of (i) the date of completion of the Plans, or (ii)
the date on which all Authority Obligations and Authority Bonds have been retired. ' ,
B. Termination for cause. A party may terminate its performance under this Agreement
only upon default by the other party. Default by a party shall occur if the party fails to perform or
observe any of the terms and conditions of this Agreement required to be performed or observed by
, that party. Should such a default occur, the party against whom the default has occurred shall have
the right to terminate all or part of its duties under this Agreement as of the 90th'day following the ,
receipt by the defaulting party of a notice describing such default and intended termination, provided:
(i) such termination shall be ineffective if within said 90-day period the defaulting party ~ures the
default, or (ii) such termination may be stayed, at the sole option of the party against whom the
default has occurred, pending cure of the default. Nolermination of this Agreement will affect the
obligation of the City and the Zone to pay an amount that will permit the Authority to pay its Bonds
or Authority Obligations issued or incurred pursuant to and consistent with this Agreement prior to
termination. '
C. Dissolution of Authority. The City agrees not to dissolve the Authority or the Zone
unless it makes satisfactory arrangements to provide for the'payments of the Authority's Bonds, or
other Authority Obligations incurred prior to the Authority's dissolution.
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,XIX.
AMENDMENT OR MODIFICATIONS '
Except as otherwise provided in this Agreement, this Agreement shall be subj ect to change,
amendment, or modification only by the mutual written' consent of the parties hereto.
[Execution pages follow.]
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IN TESTIMONY OF WHICH this instrument has been executed on behalf of the
Authority, the Zone and the City effective as of the date fIrst above written.
CITY OF LA PORTE
{;,~-
ayor
ATTEST/SEAL:
LAPORTE REDEVELOPMENT
AUTHORITY
President, Board of Dire~tors
ATTEST:
Secretary, Board of Directors
REINVESTMENT ZONE NUMB'ER ONE,
CITY OF LA PORTE, TEXAS
Chairperson, Board of Directors
ATTEST: '
Secretary. Board of Directors
HOUSIOa:367966.2
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Agenda Item 7 for Redevelopment Authority
No backup for this item
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Agenda Item 8 for Redevelopment Authority
Agenda Item 6 for TIRZ
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City of La Porte
Interoffice Memorandum
To: '~JOhn Joerns, Assistant City Manager
From: eft Litchfield
Date: uly 1, 2001
Subject: Tax Increment Reinvestment Zone Project
I have completed a review of the Financial aspects of the City of La Porte Tax Increment Zone
(TIRZ) which was created in 1999. My review consisted of:
. Reviewing the creation ordinances and preparing a detail list of all properties located in
the Zone,
. Transferring the above information to the Harris County Appraisal District maps, in a
manner where they can be used to readily identify if a ,property is or is not located in the
zone,
. Preparing a report on what the City's and LPISD's participation for the current year is,
and
. Preparing a' procedure the City can follow each year to collect amounts due the TIRZ
from the City, School District and County.
The amount of taxes that will be place in the TIRZ for its first year are $8,641.10 from the City
and $19,615.97 from the School, with $9,266.44 of the School's being placed in the Education
Facilities Projects bucket.
DETAIL LIST OF ALL PROPERTIES LOCATED IN THE ZONE
Attached is a list of all properties located in the Zone. I created this list in the following manner.
I began with the two reports that had been prepared during the discussion phases of the zone.
Since there were so many variations of the Zone before its final creation, I was concerned that
some properties might be missed so I took the creation Ordinance 99-2325 and the enlarging
Ordinance 99-2350 and compared the lists to the maps and legal descriptions included in the
Ordinances. To complete this phase of the project, I visited HCAD's website and printed each
parcel map that contained TIRZ accounts. I was able to compare these maps to the ordinance
information to see what was in the TIRZ and what was not. As a result, I ended up with a
complete list of all the properties in the District. I added 63 properties to the list.
PREPARATION OF AN HeAD MAP WITH THE TIRZ BOUNDARIES.
Since the parcels maps printed from HCAD's website were so voluminous, I obtained copies of
the larger facet maps from Brian Sterling. I transferred the boundaries to the large maps, which
can be used for future reviews. '
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LPISD's AND HARRIS COUNTY'S PARTICIPATION
In establishing procedures which can be followed each year to calculate the financial
transactions for the City's Tax Increment Reinvestment Zone, I relied on the following
information. The items underlined are areas I selected to highlight because they were used as
the basis for my conclusions.
City of La Porte Ordinance 99-2325, May 24, 1999
Section 5.
Tax Increment Base
That the Tax Increment Base of the City or any other Taxing Unit participating in the Zone for
the Zone is the total appraised value of all real property taxable bv the City or other taxina unit
participatina in the Zone and located in the Zone. determined as of January 1. 1999. the year in
which the Zone was designated as a reinvestment zone (the "Tax Increment Base").
Section 6.
Tax increment Fund
That there is hereby created and established a Tax Increment Fund for the Zone which may be
divided into subccounts as authorized ,by subsequent ordinanGes. All Tax Increments, as
defined hereafter, shall be deposited in the Tax Increment Fund. The Tax Increment Fund and
any subaccount shall be maintained at the depository bank of the City and shall be secured in
the manner prescribed by law for funds of Texas Cities. The annual Tax Increment shall equal
the property taxes levied by the City and any other taxing unit participating in the Zone for that
year on the captured appraised value, as defined by Chapter 311 of the Texas Tax Code, of real
property located in Zone that is taxable by the City or any other taxing unit participating in the
Zone, less any amounts that are to be allocated from the Tax Increment pursuant to Chapter
311 of the Texas Tax Code.
Interlocal Agreement between City of La Porte and La Porte Independent School District
Section II. Definitions
"LPISD Tax Increment Participation" means the amount of the LPISD tax levy on the Captured
Appraised Value which LPISD agrees to contribute to the La Porte Zone pursuant to
Subsections A, B, and C of Section IV of this Agreement.
Section IV. ' Obligation of LPISD
A. Tax Increment Participation by LPISD
For and in consideration of the Agreements of the parties set forth herein, and subject to
the remaining subsections of this section, LPISD agrees to participate in the La Porte
Zone by contributing one hundred percent (100%) of the tax increment produced in the
La Porte Zone attributable to LPISD to the Tax Increment Fund during the term of this
Agreement.
B. Option to Reduce Participation
In circumstances where there is not a loss caused by a change in law such that Section
IV.E. applies, upon written notice to the City, LPISD may reduce its LPISD Tax
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Increment Participation from year to year and for any tax year beginning in January of
the year after notice is given and subsequent years to a rate not less than $.086 per
$100 valuation. Any such reduction shall reduce the aggregate amount paid to LPISD
for Education Facilities Project Costs pursuant to Section V.C by the total aggregate
amount of the reduction of tax increments paid to the City as a result of such reduction in
the LPISD Tax Increment Participation,
C. ' Tax Increment Limitation
Subject to the limitation set out in this Agreement, the amount to be contributed by
LPISD (the uLPISD Tax Increment Participation") is the amount of taxes collected by
LPISD each year during the terms of this agreement by levying a tax at a tax rate of
$0.86 per $100 valuation on the Captured Appraised Value. If the LPISD tax rate is less
than $.086 per $100 valuation, then the LPISD Tax Increment Participation is the total
amount of taxes collected by LPISD at the actual tax rate of LPISD on the Captured
Appraised Value. Taxes collected by LPISD on the Captured Appraised Value as a
result of an LPISD tax levy greater than the tax rate of $0.86 per $100 valuation shall be
retained by LPISD. Taxes collected by LPISD in any year on actual Captured Appraised
Value that exceeds the estimate of Captured Appraised Value for that year shown in the
Project Plan approved before September 1, 1999 shall be retained by LPISD.
LPISD's Tax Increment Participation and obligation to participate in the La Porte Zone
shall be restricted to its tax increment ,collected on the Captured Appraised Value in the
La Porte Zone. LPISD shall not be obligated to pay its LPISD Tax Increment
Participation from other LPISD taxes or revenues until the LPISD Tax Increment
Participation in the La Porte Zone is actually collected. The Obligation to pay the LPISD
Tax Increment Participation shall accrue as taxes representing the LPISD tax increment
are collected by LPISD ahd payment shall be due as provided in section 311.013(c) of
the Texas Tax Code. Except as required by law, the City and the La Porte Zone agree
that no interest or penalty will be charged to LPISD for any late payment received from
LPISD. '
,Section V.
Obligations of City and La Porte Zone
C. Financing and Construction of Educational Facilities
A portion of the LPISD Tax Increment Participation equal ,to the amount of taxes
collected by LPISD each year during the term of this Agreement by levying a tax at a
rate of $0.86 per $100 valuation on the Captured Appraised Value, and interest earned
thereon, shall be applied to the payment of non-educational facilities Project Costs,
including Administrative Costs and School Support Expenses. The remaining portion of
the LPISD Tax Increment Participation, and interest earned thereon, shall be paid to
LPISD by the City, the La Porte Zone or the La Porte Redevelopment Authority on an
annual basis to be used by LPISD for Educational Facilities Project Costs, within the La
Porte Zone or the City.
, All funds paid to LPISD pursuant to this Section V.C. shall come from the La Porte Zone
LPISD Tax Increment Participation. Neither the City nor the La Porte Zone shall ever be
obligated to set aside for or pay to LPISD any funds other than LPISD's portion of funds
derived from the La Porte Zone, nor shall the City or the La Porte Zone ever be obligated
to 'expend any funds other then funds made available by LPISD after payment pursuant
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to this Section V.C. to finance, acquire, construct or reconstruct any Educational
Facilities Project Costs.
Interlocal Agreement between City of La Porte and Harris County, Texas
Section II.
Definitions
"Harris County Tax Increment Participation" means the amount of the Harris County tax
contribution to the La Porte Zone pursuant to Section IV of this Agreement.
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Section IV. Obligations of Harris County
A. Tax Increment Participation by Harris County
. For and in consideration of the agreements of the parties set forth herein, and SUbject to
the remaining subsections of this section, the parties agree that Harris County's
participation in the La Porte Zone is a contribution, to the extent authorized by law, to the
Tax Increment Fund during the term of this Agreement of seventy-five percent (75%) of
the tax increment attributed to the Captured Appraised Value in the La Porte Zone
attributable to Harris County for the period January 1, 2001 through December 31, 2029;
and that the contributions of the Port of Houston' Authority of Harris County, Texas, the
Harris County Flood Control District, the Harris County Hospital District, the Harris
County Department of Education, and any other taxing entity for whom Harris County
imposes taxes, either now or in the future, shall be zero percent (0%) of the tax
increment attributed to the Captured Appraised Value in the La Port~ Zone attributable
to the Port of Houston Authority of Harris County, Texas, the Harris County Flood
Control District, the Harris County Hospital District, the Harris County Department of
Education, and any other taxing entity for whom Harris County imposes taxes, either
now or in the future. Harris County's participation and use of funds is limited to the
projects described in Exhibit A to this Agreement. In addition, Harris County, at its
option, may choose to manage the construction of any project to which it will contribute.
All increments contributed by Harris County shall be restricted for use only on those
projects and in the amounts set out in Exhibit A, attached hereto and made a' pa~
hereof. In the event of bond financing, Harris County's tax increments may be dedicated
to bond repayment, however, in that event, a portion of the bond proceeds equal to the
total of all of Harris County's proposed participation set out in Exhibit A, shall be
restricted for use' only on those projects and in the amounts set out in Exhibit A.
B.
Tax Increment Limitation
Harris County is not obligated to pay its Harris County Tax Increment Participation from
any source other than taxes collected by Harris County of the Captured Appraised
Value. Furthermore, Harris County has no duty or obligation to pay the Harris County
Tax Increment Participation from any other Harris County taxes or revenues, or until the
Harris County Tax Increment Participation in the La Porte Zone is actually collected.
Any portion of the taxes representing the Harris County Tax Increment Participation that
are paid to Harris County and subsequently refunded pursuant to the provisions of the
Texas Tax Code shall be offset against future payment to the Tax Increment Fund. The
obligations to pay the Harris County Tax Increment Participation accrues, as taxes
representing the Harris County Tax Increment Participation are collected by Harris
County, and payment shall be due as provided in section 311.013(c) of the Texas Tax
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Code. No interest or penalty will be charged to Harris County for any late payment
received from Harris County; provided however, that penalty and interest received by
Harris County on any delinquent taxes from the Harris County Tax Increment
Participation shall be paid to the Tax Increment Fund in the amounts required by
sect8ion 311.013 (c) of the Texas Tax Code.
Texas Tax Code, Chapter 311
311.012.
Determination of Amount of Tax Increment
(a) The amount of a taxing unit's tax increment for a year is the amount of property taxes
levied and collected by the unit for that year on the captured appraised value of real
property taxable by the unit and located in a reinvestment zone.
(b) The captured appraised value of real property taxable by a taxing unit for a year is the
total appraised value of all real property taxable by the unit and located in a reinvestment
zone for that year less the tax increment base of the unit.
(c) The tax increment base of a taxing unit is the total appraised value of all real property by
the unit and located in a reinvestment zone for the year in which the zone was
designated under this chapter.
Chapter 311.013. Collection and Deposit of Tax Increments
(c) A taxing unit shall make a payment required by Subsection (b) not later than the 90th day
after the delinquency date for the unit's property taxes. A delinquent payment incurs a
penalty of five percent of the amount delinquent and accrues interest at an annual rate of
10 percent.
Restating Laws and Agreements in Layman's Terms
A recap of the financial mechanics of the TIRZ is as follows:
1. The base year for each of the taxing entities is January 1, 1999.
2. The base year value for each entity is the total taxable value of property located in the
Zone as of January 1, 1999.
3. The City of La Porte will contribute at their full tax rate applied to the increase in taxable
value over the base year (1999) taxable value.
4. La Porte ISD will participate at their full rate, however, their contribution will be divided
into two parts. First, the amount of taxes generated when applying a tax rate of $0.86
cents per $100 valuation to the increase in taxable value over the base year (1999)
taxable value will go into the TIRZ Fund and will be used for general projects. Second,
the amount of taxes generated when applying their actual tax rate applied against the
increase in taxable value over the base year (1999) taxable value less the amount of
taxes generated when applying the $0.86 cents per $100 valuation rate to the increase
in taxable value over the base year (1999) taxable value will go into the TIRZ Fund in a
special account to be used for Educational Facilities Project Costs.
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5, Harris County will participate at their tax rate applied to 75% of the increase in taxable
value over the base year (1999) taxable value. Algebraically, this can be restated as
saying they are participating at 75% of their Tax Rate. Further, the first year they
participate will be tax year 2001.
6. Payments are due 90 days after the day that taxes are normally due. Since taxes are
due January 31, this means the City will need to make sure the TIRZ calculations occur
by the end of April each year.
Summary
Attached are reports which show the City, School District and County's Taxable Values for
property located in the TIRZ as of January 1, 1999. Also attached are reports for the City and
the School District which show the Taxes Billed, Collected and Still Due for the 2000 Tax Year.
After boiling all of the ordinances down to their essential elements, it seems the only items that
are needed each year are the taxes billed and collected in the TIRZ as well as each entities tax
rate. Finally, I have attached the spread sheets which calculate the TIRZ values for the City and
the School. Even though I did not print it out, I have also prepared the spread sheet that will be
for the County for next year. I have copied these reports on the enclosed diskette so they can
be used next year.
I think that next year, a section needs to be added to the spread sheets that will capture
delinquent taxes that were collected within the last year, because that could have a major
impact on the amount of funds going into the TIRZ. For example, there ~re two delinquent
accounts (024-180-092-0008 (Decker McKim) and 035-214-80-0001 (Little Cedar Bayou Manor)
that. if their taxes had been collected, would have increased t~e contribution to the TIRZ by
$5,064.
The preparation of this report was very time consuming with the majority of the time being spent
identifying property and reviewing the ordinances. Next year, the only information we need from
the City is the amount of taxes billed and collected for property located in the TIRZ. Kathy
Powell has coded each of the accounts in the Tax System and a special report can be prepared
that provides ,this information. For the County, it will be a different story, The best course of
action will probably be for someone to look up each of the accounts on the County's on-line
system to see what the values are. I think that will be better than trying to get them to have a
~pecial report written for their system. '
In' conclusion, the City of La Porte needs to transfer $8,461.10 into the TIRZ fund. The School
District needs to contribute $19,615.97, with $10,349,53 being available for general projects and
$9,266.44 being set aside for Educational Facilities Project Costs. '
Please let me know if you need me to do any other tasks for this project, such as a letter to the
School District or meet with the TIRZ Board.
Xc: Cynthia Ale~ander, (without maps)
Kathy Powell (with maps)
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Agenda Item 9 for Redevelopment Authority
Agenda Item 7 for TIRZ
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AGENDA ITEM 9 FOR REDEVELOPMENT AUTHORITY
AGENDA ITEM 7 FOR TIRZ
DISCUSS MASTER WATERSHED PLAN FOR TAX INCREMENT
REINVESTMENT ZONE #1
Staff would like to visit with the La Porte Redevelopment Authority regarding the
funding of a drainage study for the Zone. In December 1999, the City invited major
property owners to discuss development of a master watershed plan. Unfortunately, the
meeting was not well attended and some of the zeal was lost when Mr. Dutko had to deal
with his wetlands issues. However, now may be an appropriate time to resurrect the idea
of developing a master watershed plan.
Recently, several meetings with property owners (or their representatives) have taken
place. The meetings have been positive and indicate a higher probability for the owners
to market the property to interested developers. Additionally, meetings with Harris
County regarding the planning and:funding of several road projects have raised concerns
regarding expenses associated with stormwater drainage. With some luck, the TIRZ may
provide a drainage alternative for some of these projects.
Harris County: Proposed Road Proiects
.:. Harris County has indicated the following road projects will require additional and
significant drainage improvements.
.:. Bay Area Boulevard from Fairmont Parkway to Spencer Highway can be
developed using the proposed channel configuration for storage.
.:. The addition of the overpass, proposed improvements to Fairmont Parkway
(from SH146 to 16th Street), and the rebuilding ofSens Road (future) would
require drainage improvements and detention at an estimate of $2.5 - $3.0
million.
.:. The County's consultants original thoughts were to drain portions of
Fairmont Parkway and the overpass west through the UPRR then south into
HCFCD channel AI04-07.
.:. I am pressing for consideration of other options, including draining south
through the TIRZ to an area already planned as a drainage channel and
detention area.
Development of a Master Watershed Plan for the TIRZ
.:. Pro,vide recommendations for channel sizes and detention areas necessary to
accommodate full development.
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.:. By securing agreements with owners/developers early public dedication/acquisition
of these areas can be secured.
.:. Other owner/developers will have access to the drainage/detention and can buy in at
a later date.
.:. Promotes a unified vs. a piecemeal approach to drainage.
.:. Is a TIRZ eligible project cost and reimbursable from future TIRZ revenues.
.:. May provide a drainage outlet for the proposed Fairmont Parkway and overpass
projects.
.:. Detention basin(s) could double as a city park facility and possibly assist in
relieving certain overcrowded park facilities.
.:. Development of the watershed plan would also be a positive step and signal of
commitment to have the Zone succeed.
In recent discussions, major property owners or their representatives expressed an interest
in pursing this concept. The key to this would be successful negotiation of an agreement
with the owners/developers. The Chairperson of the Redevelopment Authority has agreed
to place this item on the August 1 agenda. The major property owners will be invited.
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DRAINAGE IMPROVEMENTS
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AUGUST 9, 1999