R2020-180 2020-09-28RESOLUTION NO. R2020-180
A Resolution of the City Council of the City of Pearland, Texas, authorizing
the City Manager or his designee to enter into a Letter Finance Agreement
with Reinvestment Zone No. 2, City of Pearland, Texas, associated with the
Shadow Creek Park Project (Phase II).
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Letter Finance Agreement between the City and
Reinvestment Zone No. 2, City of Pearland, Texas, a copy of which is attached hereto as
Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest the Letter Finance Agreement attached hereto.
PASSED, APPROVED and ADOPTED this the 28th day of pte ber, A. , 2020.
TOM REID
MAYOR
ATT
APPROVED AS TO FORM:
Q 4 1 C
DARRIN M. COKER
CITY ATTORNEY
REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS
September 23, 2020
The Honorable Tom Reid
City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Re: Financing for TIRZ Improvements: Shadow Creek Ranch Park
Phase II; TIRZ Project No. 20-09-001
Dear Mayor Reid:
The City of Pearland, Texas (the "City") and Reinvestment Zone No. Two,
City of Pearland, Texas (the "Zone") have determined to proceed with the
following TIRZ Improvements, as contemplated by the Fourth Amendment to
Project Plan and Reinvestment Zone Financing Plan:
Shadow Creek Ranch Park Phase II; TIRZ Project No. 20-09-001
Attached to this letter is a map showing the area which is benefited by the
TIRZ Improvements over which the available Tax Increment will be applied for
purposes of determining when reimbursement is made. The City has agreed to
pre -finance the design and construction of the TIRZ Improvements and the Zone
agrees to reimburse the City pursuant to the terms of TIRZ Project
Implementation and Reimbursement Process.
The Zone hereby gives its approval of the above described TIRZ
Improvements. All applicable procedures set forth in the document entitled
"TIRZ Project Implementation and Reimbursement Process" must be followed.
The Zone's Engineer has determined that the budget (using 2020 dollars)
established in the Zone's Fourth Amendment to Project Plan and Reinvestment
Zone Financing Plan for the above described TIRZ Improvements is $10,179,283,
which includes construction cost, design cost, associated response apparatus,
and contingency. The Zone is not obligated to reimburse the City for any amount
in excess of that budgeted amount.
887573
1
This agreement was duly authorized at a meeting of the Board of
Directors of the Zone held on the 23th day of September, 2020.
Very truly yours,
REINVESTMENT ZONE NO. 12
CITY OF PEARLAND, TEXAS
(SHADOW CREEK RANCH)
ATTEST:
By: /s/ Herb Fain
Chairman, Board of Directors
Bv: /s/ Ali Hasanali
Secretary, Board of Directors
887573
2
PASSED AND APPROVED this 2g` day of SQ kMb9=AL 2020.
CITY OF PEARL D, T A
Tom Reid
Mayor
AT ST:
Crysta Roan
+nterin°r City Secretary
887573
3
IJ4
LJA ENGINEERING
September 23, 2020
3600 W Sam Houston Pkwy S, Suite 600, Houston, Texas 77042
t 713.953.5200 LJA.com TBPE F-1386 TBPLS 10110501
Board of Directors
Reinvestment Zone No. 2, City of Pearland, Texas
City of Pearland, Texas
3519 Liberty Drive
Pearland, Texas 77581
Re: Project # 20-09-001, Shadow Creek Ranch Park Phase II
Reinvestment Zone No. 2, City of Pearland, Texas
LJA Project No. 1546-0000 (2.0)
Dear Board of Directors:
We have determined that the referenced project, as proposed, is included in the adopted TIRZ
Project Plan. The budget for the proposed improvements totals $10,179,283, which includes
construction cost, design cost, and contingency for the Shadow Creek Ranch Park Phase II
Improvements as shown on the attached exhibits.
Attached is a budget status report that illustrates the remaining balances within the 4th
amendment of the TIRZ budget and shows the proposed budget for the above referenced
project.
If you have any questions or concerns regarding this matter, please contact our office.
Sincerely,
James D. Ross, PE
Engineer for Reinvestment Zone No. 2
JDR/em
Attachments
Copy: Ms. Lynne B. Humphries — Allen Boone Humphries Robinson LLP
Mr. Clay Pearson — City of Pearland, Texas
0
UA Engineering, Inc.
Reinvestment Zone No. 2, City of Pearland, Texas
Shadow Creek Ranch
Letter Finance Agreement 20-09-001 Shadow Creek Ranch Park Phase II
Proposed Budget from 4th Amendment
Item
Infrastructure
Streets
Pavement
Sidewalls
Landscapring and Irrigation
Entry Monuments
Lighting
Broadway Widening and Signali2ation
Business Center Drive Paving
Memorial Hermann Drive Paving
Water System
Wastewater System
Storm Water Sysem
Lakes and Channels
Improvements
Land Cost
Detention and Drainage
Land Cost
Beautificaiton/Deepening/Pond Creation
Site Drainage Facilities
Park and Recreation
Improvements
Land Cost
Landscaping
Business Center Drive
Memorial Hemann Drive
Overhead Utilities Placed Underground
Pipeling Relocation
Major Improvements
Water Plants
Land Cost
WWTP
Lift Station
Traffic Signals
MCHard Road Reimbrusables
Miscelaneous
Signal
SH 288 Access Road
FM 5181mprovemens
Broadway /FM 518 Improvements
Contingencies and Engineering
Contingencies (10%)
Engineering (15%)
Master Drainage Plan Costs
Enviornmental Study Costs
Shadow Creek Ranch Park Phase II
Shadow Creek Trail - SCR Park Trail to Kirby and
SCR Trail System
Shadow Creek Trail Phase II - Along Clear Creek
Relief Ditch & Library Trail
Shadow Creek Parkway Landscaping, Street
Lighting & Sidewalks
Intersection Improvements (BCD/SCP,
BCD/Broadway, etc)
Sidewalk Extensions
Subtotal
Zone Administration/Creation
TIRZ Administration (1-3 years)
Reimbursable TIRZ Creation Costs
Annexation Casts
Plan Amendment Costs
Subtotal
Infrastructure Total
City Facilities
Library
Improvements
Land Costs
Fire/Police Station
Improvements
Land Costs
City Facilities Total
Educational Facilities
AISD Elementary School
AISD Jr. High School
AISD Fresh/Soph Campus
FBISD Elementary School
FB SO Middle School
Educational Facilities Total
Grand Total
September 23, 2020
Jan. 2018 ENR Index= 10878
Jan. 2020 ENR Index = 11392
Adjustment = 4.73%
$28,192,621
$27,424,861
$28,720,722
Shadow Creek Ranch
$18,541,439
$14,253,174
$0
$0
Park Phase II
$0
$9,878,439
4th Amendment Funds
4th Amendment Funds
4th Amendment Funds
4th Plan
Available for Future
Available for Future
Available for Future
Amendment
TIRZ Projects (2018
TIRZ Projects (2020
Recommended for
TIRZ Projects (2020
2018 Dollars)
Dollars)
Dollars)
Approval (2020 Dollars)
Dollars)
$9,720,000
$9,720,000
$10,179,283
$10,179,283
$0
$767,760
$0
$0
$0
$1,470,000
$1,470,000
$1,539,459
$1,539,459
$7,140,000
$7,140,000
$7,477,375
$7,477,375
$7,957,160
$7,957,160
$8,333,146
$8,333,146
$1,137,701
$1,137,701
$1,191,459
$1,191,459
$28,192,621
$27,424,861
$28,720,722
$10,179,283
$18,541,439
$28,192,621
$27,424,861
$28,720,722
$10,179,283
$18,541,439
$14,253,174
$0
$0
$0
$9,878,439
$0
$0
$0
w:%—\-6\nae n—\2-osaot\20gsm1- Am dorms e�eges.ds. 5
VICINITY MAP
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CLEAR CREEK
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P-3 P_2
��qkF UT MEDICAL CENTER p-1 C -19B
S SAY MF -7 C_1.7.A. C-16
P__4 UT MEDICAL CENT,ER.UT MEDICAL CENTER C -47B
MF -3 DS -3 YMCA CITY OF C -19A C-18
PEARLANDI
DC -3 MF -9 _ STP °) I
SCH-6 C-22 C -21B VIZI
L-2C-21AUT MEDICAL CENTER C -20B C-1
SF -45 I 0A
SF -31 FM 223a 1BC-2
HCA
SCH-1
C-7 TH-1 'DS -8
SF -45
C-4 CH -3 CH 4 C-5 CH -1
SF -33 SF -32 SF -3 MF -5 C-9
SF -47 DS -1
SF -1 SF -2
SF -62 DS -6 SF -20 SF -21
SF -46 SCH-2, SF -19
SF -34 C-10 C-11
SF -48
SF -35 SF -4 SF -5 SF -8
S F=61 �S F-22
SF -48 SF -37 p SF -23 CH -2 C-12 C-13
SF -49 ,' a.w SF -6 SF -6
SF -36 SF -24 'w
SF -7
2 DS -2
SF -25 Off -
S H SF -38A C-14 y
hN SF -50 MF -6 '7
SF -12 SF -11
SF -51 SF -26 SF -9
SF -54 SF -38B SF -10 DS -9 C-15
DS -7 SF -39
SF -27 SF -14
SF -39 SF -13
SF -40
SF -53 SCH-4 CH -5 SF -28
SF-55ISF-17
SF -56 SF -41 DC -2 SF -20 SF -15
SF -42 REC-2 DS -2
SF -16
REC-3 DC -5
SF -56 SF -57 -SF-43 SCH-5 MF -2 SF -30 SjCH-3 SF -18 MF -1
MF -4
SF -44 I t C-3
-1A
c R F _CJ
C SF -83 C SF -71
SF -82
DS
L/P
SF -86-B SF -84 SF -72
SF -86 SF -85 DS SF -73
REC
SF -74
SF -75
DS SF -76
SF -77
N
SF -78 SCALE: 1" = 2,000 FEET
SF -8 SF -79
I SF -80 F1
7
BENIFITTED AREAS
REINVESTMENT ZONE NO. 2,
CITY OF PEARLAND, TEXAS
SHADOW CREEK RANCH
PROJECT NO. 20-09-001
LJA "naming, I=.
SPA 0-,.ek Pax '1195162:c
Hauvry lRn TN\: fJ �»e Wdw"ly.m, FRY F6;CiJf6
EXHIBITNO: JOB NO: DATE: .10121%2019
0 0
CITY OF PEARLAND
REINVESTMENT ZONE NUMBER TWO
CITY OF PEARLAND, TEXAS
TIRZ PROJECT IMPLEMENTATION
AND
REIMBURSEMENT PROCESS
June 30, 1999
SHADOW
CREEK
RANCH
Page 3 of 19
6 0
TIRZ Project Implementation and Reimbursement Process
To begin the process of planning, design, construction and reimbursement under the TIRZ Plan,
the TIRZ and the Developer/Sub-developer will sign a reimbursement agreement that establishes
the extent of TIRZ Improvements (the "Project") and the terms and conditions under which the
Project will be eligible for reimbursement. The reimbursement agreement, once executed, shall
constitute the approval by the TIRZ for the Developer/Sub-developer to proceed with
construction of the Project.
The reimbursement agreement will establish: (1) the quantitative and qualitative aspects and
character of the Project, (2) the maximum costs to be reimbursed for the Project, (3) a checklist
of requirements for implementing and completing the Project for reimbursement, and (4) the
procedures for the review of the Project for the purposes of the TIRZ approving reimbursement
of the Project costs once construction is completed (5) the incremental assessed valuation criteria
which must be aclueved before rchiabursci7tents shay conunca2cc.
The maximum costs to be reimbursed to the Developer/Sub-developer for the Project shall be
established in the reimbursement agreement, based on the TIRZ Engineer's determination of the
scope of TIRZ capital improvements that are consistent with the TIRZ Plan in the development
of the Developer/Sub-developer's development area.
The quantitative and qualitative aspects and character of the Project shall be as depicted in the
Project and Financing Plan, the PUD, the Development Agreement, Shadow Creek Ranch Design
Guidelines and other, related documents made available to the Developer/Sub-developer. These
shall establish the over-all intent of the development for Shadow Creek Ranch TIRZ, including
those portions of the master plan improvements constituting the Project to be undertaken by the
Developer/Sub-developer under the reimbursement agreement.
The procedures for the design and construction of the Project shall be as follows:
Prior to commencing construction, the Developer/Sub-developer shall prepare all
necessary plans and sperifivn inn- which shall he apprnved by all regulatory
authorities having jurisdiction;
2. Developer/Sub-developer shall bid all contracts in accordance with Texas
competitive bidding laws for public improvements and in accordance with any
requirement of the City and in full compliance with the rules and regulations of
airy local, regional, state or federal agencies having jurisdiction, and shull comply
with all policies of the City as they may be in effect from time to time;
DeveloperlSub-developer shall cunstr Ut (lie pruject ill a"Oldanc;c with all local
and state law for construction of public improvements;
0DMAWH0OMA:,Ao"stm;07924,1
Page 4 of 19
r1
Developer/Sub-developer shall obtain inspections and approvals in accordaneo
with all of the City of Pearland's processes and procedures, and with the processes
and procedures of any authority or agency having jurisdiction; the Developer/ Sub -
developer shall be responsible for any City of Pearland or other agency review
and/orsnSpection fees.
Developer/Sub-developer shall obtain inspections and approvals from Shadow
Creek Ranch Maintenance Association (SCRMA); and
Developer/Sub-developer shall submit documentation demonstrating that the
Project was coinpleted in accordance with the terms of the reimbursement
agreement as substantially set out in the check list specified below.
The checklist of requirements for TIRZ reimbursement and completing the Project include but
are not limited to the following:
_ Recorded Plat
_ Approved Plans and Specifications
City of Pearland-approved form of Contract for Construction
Bid NoticeBid Advertisement Affidavits
Bid Tabulation
Recommendation of Award
Payment, Performance and Maintenance Bonds
insurance Certificates
Executed Contract for Construction
T Notice To Proceed
Testing and Inspection Reports
____ Certified Pay Applications
Approved Change Orders
Certificates of Completion
_._ Letters of Acceptance (incl. City of Pearland)
Consent of Surety for Final Payment
_ Contractors' Unconditional Release of Liens
Signed Record Drawings
For all TIRZ Improvements included in the Plan, the completed documentation shall be
submitted to the TIRZ Administrator and shall be reviewed for compliance with the
reimbursement agreement by the '1127 Engineer and the TIRZ Auditor (the "TIRZ Consultants").
The TIRZ Auditor will confirm with any Municipal Utility District ("MUD") in which a Project
is located that the Developer/Sub-Developer is not being reimbursed for the Project by the MUD.
All TUtZ Consultants' costs associated with the review of the Developer/ Sub -developer
reimbursement review documentation shall be paid by the Developer/Sub-developer upon the
::ODM11fiMNODMAVio4mtm:47!929.1
Page 5 of 19
submittal ofthe rciinbursanaat packagc, Ti)e TIRZ COl1Su1ta11tS will iCViCW the dVCULIIClltdtiull to
verify that the costs for the Project are eligible for TIRZ reimbursement undcr the terms and
conditions specified in the reimbursement agreement.
Once the review of the submitted package is complete, the TIRZ Consultants shall make a
recommendation to the TIRZ Beard in conformance with the reimbursement agreement. When
approved, the Project reimbursement costs will be logged for priority of reimbursement as
established by the reimbursement approval date and the Project and Financing Plan. If
appropriate, the TIRZ Board will recommend to the City to reimburse the Developer/Sub-
developer when increment from the Project becomes available.
::OOMAUN}1QDNA'3{atcivo'.9T91a;1 -3 -
Page 6 of 19
MINUTES OF THE BOARD OF DIRECTORS MEETING
TAX INCREMENT REINVESTMENT ZONE NUMBER TWO / SHADOW CREEK RANCH
CITY OF PEARLAND TEXAS
OCTOBER 28, 2019 2:00 P.M.
CITY HALL ANNEX BUILDING, 3523 LIBERTY DRIVE, PEARLAND, TEXAS.
I. CALL TO ORDER AND ROLL CALL
Chair Fain called the meeting to order at 2:00 p.m. and declared a quorum with the following
Directors present:
Chair
Herb Fain
Vice Chair
Gary Cook
Director
Buck Stevens
Director
Tommy King
Director
Ken Phillips
Director
Geoff Tonini
Director
Ali Hasanali
Chair Fain asked those present to introduce themselves and noted that Directors Knight and
Loessin were absent.
Others in attendance: Tom Reid, Mayor City of Pearland; Cynthia Pearson, Director of City
Finance; Rhonda Daugherty, Assistant Director of City Finance; Trent Epperson, Assistant City
Manager; Jon Branson, Deputy City Manager; Lynne Humphries, Allen Boone Humphries
Robinson LLP; Drew Pelter, Shadow Creek Development; James Ross, LJA; Sue Darcy, Alan
Mueller, and Jan Buehler, Marsh Darcy Partners.
II. PURPOSE OF THE MEETING:
1. Consideration and Possible Action - Regarding the Regular Meeting Minutes of the
September 24, 2018, Tax Increment Reinvestment Zone Number 2 (TIRZ No. 2) Board of
Directors Meeting.
A motion by Director King to approve the Regular Meeting Minutes of September 24, 2018 as
presented was seconded by Director Tonini, and passed unanimously.
2. Consideration and Possible Action - Financial Report for the period ending September
30, 2019 (unaudited).
Ms. Daugherty reviewed the Income Statement through September 30, 2019 noting current
date revenue total of $31,926,668.38, current date expenditures of $31,926,668.38, with a net
gain of $570,219.75. The current year fund equity balance is $9,581,330.18.
A motion by Director Phillips to approve the Financial Report as presented was seconded by
Director Stevens, and passed unanimously.
3. Consideration and Possible Action - Investment Report for the Quarter Ending June
2019.
Ms. Pearson presented the Investment Report for the period ending June 30, 2019 noting the
portfolio market value and interest earned represented by cash and money market funds. She
reviewed the distribution and holdings reports noting the total book value is $21,809,744.
Director Hasanali asked whether, in light of economic fluctuations, there would be any
Page 1 of 4 — 10/28/19
adjustments in the investment portfolio, to which Ms. Pearson advised that the funds are not
invested in anything considered high risk and are invested per the City's Investment Policy.
A motion by Director Hasanali to approve the Investment Report as presented was seconded
by Director Tonini and passed unanimously.
4. Consideration and Possible Action — 2018 Annual Report.
Mr. Mueller presented the Annual Report for 2018 noting the standard format which covers the
calendar year. He reviewed the updated description of the zone to include the 4th Plan
Amendment and revised budget, and the status of LFAs and bond issues. Director King asked
whether any additional bond sales were anticipated, to which Mr. Mueller replied that bonds
were issued within the year and it is reviewed annually by the Zone financial advisor.
A motion by Director Tonini to accept the 2018 Annual Report as presented was seconded by
Director Hasanali, and passed unanimously.
5. Consideration and Possible Action — Ratification of invoices authorized for payment by
the Invoice Review Committee.
Mr. Mueller stated the Invoice Review Committee (IRC) consists of Directors King and Fain
who review consultants' invoices on a monthly basis. The list of invoices from the past year
that were reviewed and recommended by the IRC for payment which was processed and was
presented to the Board with the request to ratify the actions of the committee for the past year.
Discussion followed with all questions being answered satisfactorily.
A motion by Director Phillips that the action of the Invoice Review Committee be ratified and
approved was seconded by Director Tonini, and passed unanimously.
6. Consideration and Possible Action — Recommendation to City Council of Plan
Amendment #5.
Mr. Mueller stated that the process to amend the Project Plan requires a recommendation by
the TIRZ Board with a notice to the participating entities, then to City Council for final approval
or disapproval of an amendment to the Plan. Plan Amendment #5 encompasses additional
allocation for the library project at the request of Brazoria County and a new project for FM 521
improvements at the request of Fort Bend County. Director Hasanali expressed the necessity
of the expansion advising that the Fort Bend County Commissioners strongly encourage to
pass the amendment as presented. Director Tonini requested clarification that Alvin ISD had
been given a chance to participate in the expansion of the library and they chose not to, which
was confirmed by Mr. Epperson.
A motion by Director Stevens to recommend Plan Amendment #5 to the City Council for
approval was seconded by Director Phillips, and passed unanimously.
7. Consideration and Possible Action — Letter Finance Agreements.
a. 19-10-001 City of Pearland Fire Station #8
b. 19-10-002 Shadow Creek Ranch Library
c. 19-10-003 Shadow Creek Ranch Nature Trail Connection
d. 19-10-004 FM 521 Improvements
Mr. Mueller reminded of the purpose of Letter Finance Agreements (LFA) noting that the form
used by LJA is the same for each presented. Director King requested clarification whether the
Page 2 of 4 — 10/28/19
projections in agenda item #10 reflect any cash needs for the projects; to which Mr. Mueller
replied that all four projects are included in the projection and all are pre -financed, taking no
direct funding from the TIRZ.
A motion by Director Phillips to approve all four LFAs subject to City Council action to approve
Amendment #5 was seconded by Director Hasanali, and passed unanimously.
8. Discussion Item — Development Authority of Pearland Tax Increment Contract Revenue
Bonds, Series 2019.
Mr. Mueller advised that bonds issued by the Development Authority of Pearland in October
will be funded in November. The principal amount of $4,255,000 funded $4,091,000 in
developer reimbursement. Mr. Mueller referred to the Final Debt Service Requirements of the
Development Authority of Pearland as information only. No action was required.
9. Discussion Item — Developer reimbursements from Development Authority of Pearland
available surplus increment.
Mr. Mueller stated that the Development Authority of Pearland (DAP) met in August at which
time $3.8 million was transferred from the TIRZ to the DAP. He noted that $6,155,147 was
available to be released from the DAP to make developer reimbursements. The total
reimbursements for the year of $10.1 million included cash of $6,155,147 and bond proceeds
of $4,091,000. No action was required.
10. Discussion Item — LFA tracking report and financial projection update.
Mr. Mueller presented the updated LFA tracking sheet prepared by the Zone auditor, McGrath
& Associates, as of October 1, 2019. He pointed out payments made to Shadow Creek Ranch
Development Company representing full reimbursement. The remaining cash and bonds will
be applied to the LFA for Shadow Creek Ranch Retail. Mr. Mueller reviewed the financial
projection maintained by Marsh Darcy Partners which included all LFAs through Amendment
#5. The Cash Flow Projection for the TIRZ fund indicates an ending balance in 2029 of
$1,711,246 which includes all LFAs.
11. Discussion Item — Comments by Mayor Reid, TIRZ Board Members or TIRZ Consultants.
Mayor Reid presented a Proclamation by the Office of the Mayor of the City of Pearland to
Gary Cook for his vision and contribution to the City. Mr. Cook expressed his appreciation to
all members of the team and Mayor Reid for leadership and dedication. Chairman Fain read a
Commemorative Resolution from the City of Pearland Tax Increment Reinvestment Zone No.
2 Board of Directors expressing gratitude to Gary Cook and honoring him for his service. Mr.
Cook acknowledged the contributions of Drew Pelter since 2000. Mr. Cook presented his letter
of resignation from the board.
Director Hasanali asked Ms. Humphries whether there is anything statutorily that has changed
with the new legislative session and with current propositions on the ballot that would affect
what the TIRZ is doing. Ms. Humphries advised that there is nothing known affecting the
TIRZ. Director Tonini asked on behalf of the school district whether there would be any
possibility of extending the TIRZ with regard to financial planning, and stated that the school
district would appreciate guidance in the future. Mr. Mueller responded that, at this time, there
would not be anticipation of terminating early and extension could be reviewed.
Page 3 of 4 — 10/28/19
III. ADJOURN
There being no further business, Director Tonini moved to adjourn at 3:08pm, which was seconded
by Director Phillips.
APPROVED:
/s/ Herb Fain
Herb Fain
Chair, Board of Directors
ATTEST:
/s/ Ali Hasanali
Ali Hasanali
Secretary, Board of Directors
Minutes approved as submitted and/or amended on September 23, 2020.
Page 4 of 4 — 10/28/19