RDAP 2020-06 2020-09-28RESOLUTION NO. RDAP 2020-06
A RESOLUTION OF THE DEVELOPMENT AUTHORITY OF PEARLAND
(DAP), TEXAS AUTHORIZING DEVELOPER REIMBURSEMENTS TO CITY OF
PEARLAND AND SHADOW CREEK RETAIL LP, OR ITS SUCCESSOR OR
ASSIGNEE, TO REIMBURSE FOR TIRZ INFRASTRUCTURE IMPROVEMENTS
FOR A TOTAL AMOUNT OF $12,615,582.
BE IT RESOLVED BY DAP BOARD OF DIRECTORS:
Section 1. That the Board of Directors hereby authorizes cash reimbursements in the
amount of $1,627,881 to the City of Pearland and $10,987,701 to Shadow Creek Retail LP,
or its successor or assignee, for TIRZ infrastructure improvements for a total amount of
$12,615,582.
PASSED, APPROVED, AND ADOPTED this 28th day of
September , A.D. 2020.
DAP Chairman
ATTEST:
�d 441(,/
DAP Secretary
Draft
DEVELOPMENT AUTHORITY OF PEARLAND
City of Pearland, Texas
Independent Accountant's Report on Application of
Agreed -Upon Procedures of Amounts Reimbursable
to Shadow Creek Retail, L.P., and
The City of Pearland from Surplus Tax Increment Revenues
As of October 1, 2020
McGrath & Co., PLLC Draft
Certified Public Accountants
2500 Tanglewilde, Suite 340
Houston, Texas 77063
Mark W. McGrath, CPA
mark@mcgrath-co.com
Colette M. Garcia, CPA
colette@mcgrath-co.com
Tayo Ilori, CPA, CFE
Crystal V. Horn, CPA
tayo@mcgrath-co.com
crystal@mcgrath-co.com
Independent
Accountant's Report on Applying
Agreed Upon
Procedures
Board of Directors
Development Authority of Pearland
City of Pearland, Texas
We have performed the procedures enumerated below, which were agreed to by Development Authority of
Pearland (the "Authority") on the amounts reimbursable to Shadow Creek Retail, L.P., (the "Developer")
and the City of Pearland (the "City") for costs incurred on behalf of Tax Increment Reimbursement Zone
No 2. ("TIRZ No. 2") from surplus tax increment revenues. The Authority is responsible for determining
amounts reimbursable to the Developer and the City.
The procedures performed are to assist the Authority in determining that the allocations for the items and
amounts to be reimbursed are appropriate and in accordance with commitments or policies of the Authority
subject to such limitations as may apply. The sufficiency of these procedures is solely the responsibility of
the parties specified in this report. Consequently, we make no representation regarding the sufficiency of
the procedures enumerated below either for the purpose for which this report has been requested or for any
other purpose.
The procedures and any associated findings are as follows:
1. We allocated principal and interest to remaining unreimbursed letter financing agreements of TIRZ
No. 2 based on the relevant letter financing agreements. The projects to be reimbursed have been
selected by the Authority.
2. Documentation supporting items, amounts, and proof of payments for which reimbursement has
been requested has been inspected.
3. We recalculated interest on amounts reimbursable to determine that these amounts are in
accordance with the reimbursement agreements and letter financing agreements.
4. A draft of this report with the attached schedule was provided to the Authority's personnel and
consultants review prior to issuing a final report.
5. The attached Schedule A summarizes amounts reimbursable to each developer for the current
period as well as previous reimbursements made and remaining unreimbursed letter finance
agreements.
This agreed-upon procedures engagement was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants. We were not engaged to and did not
Board of Directors
Development Authority of Pearland
City of Pearland, Texas
Draft
conclusion, respectively, on amounts reimbursable to the Developer. Accordingly, we do not express such
an opinion or conclusion. Had we performed additional procedures, other matters might have come to our
attention that would have been reported to you.
This report is intended solely for the information and use of the specified parties, and is not intended to be,
and should not be, used by anyone other than the specified parties. However, this report is a matter of public
record and its distribution is not limited. This report should not be associated with the presentation of any
financial data of the Authority except to comply with filing requirements as specified by the Authority.
We appreciate the opportunity to be of service to the Authority and the courtesy and cooperation extended
to us by the Developer and the Authority's personnel and consultants during the course of our engagement.
Please feel free to contact us regarding any of the items referred to above or any other matters of concern.
Sincerely,
Houston, Texas
September 23, 2020
3
SCIO.2/
EA
_TAX INCREMENT REINVESTMENT ZONE NO 2 /DEVELOPMENT AUTHORITY
OF PEARLAND
Draft
CITY OF PEARLAND.
TEXAS
RECAPITULATION OF AMOUNTS DUE TO DEVELOPERS
As of October 1. 2020
Original
LFA
LFA
Interest
Interest
Actual
Computed
PREVIOUSLY REIMBURSED CURRENT REIMBURSEMENT
Unpaid
Balance Interest as
Developer
Date
Amount
Rate
Cap
Cost
Interest
Total
Cost
Interest
Total Coat interest Total
of
_ Remaining 10/01/2020
Ranch Development Company. L.P.
6/19/2000 $
900,000
6.50%
None
$ 882,434
S 352,974
S 1,235,408 $
882,434 S
352,974 S
1,235,408 $ - $
I
Ranch Development Company. L.P.
11/8/1999
919,150 - 6.50%
None
919,150
301,131
1,220,281
919,150
301,131
1,220,281
Ranch Development Company. L.P.
2/21/2000
6,524,629
6.50%
None
4,160,628
1,082,901
5,243,529
4,160,628
1,082,901
5,243,529
1)
Ranch Development Company. L.P.
10/9/2000
10,318,290
6.50%
None
8,414,398
2,178,892
10,593,290
8,414,398
2,178,892
10,593,290
1)
Ranch Development Company. L.P.
823/2001
1,967,061
6.50%
None
630,249
175,635
805,884
630,249
175,635
805,884
ey Drive, Phase 3)
Ranch Development Company. L.P.
10!12003
3,529,173
6.50%
None
2,429,087
257,838
2,686,925
2,429,087
362,790
2,791,877
Signal Shadow Creek PKWY/Kingaley)
Ranch Development Company. L.P.
7/132004
287,788
6.50%
None
263,470
10,936
274,406
263,470
30,108
293,578
and Trails Grading and Infrastructure)
Ranch Development Company. L.P.
7/132004
1,007,256
6.50%
None
777,066
45,664
822,730
777,066
100,135
877,201
ning Village 2, Phase 2lmprovements)
Ranch Development Company. L.P.
10/72003
7,554,654
6.50%
None
7,306,587
793,059
8,099,646
7306587
1,186,453
8,493,040
dice Station Land Cost)
Ranch Development Company. L.P.
7/132004
408,668
6.500/6
None
408,688
104,763
513,451
408,688
147,266
555,954
I and Village 2 Phase 2lmprovements)
Ranch Development Company. L.P.
8/62002
4,727,516
6.50%
None
4,714,681
889,173
5,603,854
4,714,651
1,314,851
6,029,532
mal Village 1 and Village 2 Improvements)
ianch Development Company. L.P.
11/122001
24,509,430
6.50%
None
24,444,754
4,215,469
28,660,223
24,444,754
8,610,822
33,055,576
3, Phase 1 and 2lmprovements)
tench Development Company. L.P.
10/72003
7,809,950
6.50%
None
7,806,658
999,791
8,806,449
7,806,658
3,927,711
11,734,369
itary School #2 Site)
tench Development Company. L.P.
3272006
1,687,801
6.50%
None
022,037
43,555
1,365,592
1,322,037
564,564
1,886,601
f Site)
tench Development Company. L.P.
8282006
481,569
6.50%
None
377,208
31,236
408,444
377,208
179,892
557,100
a1 Nature Park)
ianch Development Company. L.P.
7/132004
760,988
6.50%
None
736,694
109,359
846,053
736,694
431,618
1,168,312
y Drive Phase 4lmprovements)
touch Development Company. L.P.
10//2003
4,486,342
6.50°/,
None
4,469,032
430,112
4,899,144
4,469,032
2,341,973
6,811,005
5 Improvements)
anch Development Company. L.P.
(0/72003
7,055,177
6.50%
None
7,027,411
1,080,140
8,107,551
7,027,411
4,246,723
11,274,134
4, Phase 1 and Reflection Bay North Improvements)
anch Development Company. L.P.
4/7/2005
3,354,452
6.501/6
None
3,312,322
265,453
3,577,775
3,312,322
1,911,464
5,223,786
3, Phase 3Improvements)
inch Development Company. L.P.
10!)2003
7,711,582
6.50%
None
7,429,145
1,564,833
8,993,978
7,429,145
5,382,022
12,811,167
4, Phase 4lmprovements)
inch Development Company. L.P.
7/132004
8,204,999
6.50%
None
8,101,288
1,095,913
9,197,201
8,101,288
5,523,544
13,624,832
y Drive North)
inch Development Company. L.P.
1/302006
6,417,644
6.50%
None
6,011,844
959,134
6,970,978
6,011,844
4,317,604
10,329,448
3
4
A/D[continued)
2E
TAX INCREMENT REINVESTMENT=EVELOPMENT AUTHORITY OF PEARLAND
Draft
CITY OF PEARLAND. TE
AS
RECAPITULATION OF AMOUNTS DUE TO DEVELOPERS
As of
October 1. 2020
Original
Developer
LFA
Dafe
LFA
Amount
Interest
Interest
Actual
Computed
P
PREVIOUSLY REIMBURSED
Unpaid
CURRENT REIMBURSEMENT Balance interest
Rate
Cap
Coat
Interest
Total
Cost
Interest
Total
as of
Cost Interest Taal Remaining 10/01/2020
It nal Village 4Improvements)
r Ranch Development Company. L.P.
1/30/2006 S
9,392,437
6.50%
None
S 8,344,671
S 1,294,925
S 9,639,596
$ 8,344,671
S 6,263,330
S
14,608,001
$ $ _ S _ $
Ronal Sidewalks)
: Ranch Development Company. L.P.
8/28/2006
2,356,305
6.50%
None
1,561,888
277,247
1,839,135
1,561,888
1,271,891
2,833,779
fining Village 4Improvements)
- -
:Ranch Development Company. L.P.
1/30/2006
7,120,532
6.50%
None
4,923,656
566,284
5,489,940
4,923,656
3,724,036
8,647,692
t8 Frontage Road)
: Ranch Development Company. L.P.
8/26/2006
1,276,667
6.50%
None
1,000,000
52,016
1,052,016
1,000,000
661,265
1,661165
e 7. Phase 1 Broadway Improvements)
Ranch Development Company. L.P.
3/12/2007
1,271,499
6.50%
None
1,085,783
194,578
1,280,361
1,085,783
725,348
1,811,131
[way to FM 521)
Ranch Development Company. L.P.
5/5/2008
9,482,989
6.50%
None
5,422,198
413,978
5,836,176
5,422,198
3,301,688
8,723,886
[way Landscape - North Side)
Ranch Development Company. L.P.
5/5/2008
1,158,218
6.50%
None
139,948
5,697
145,645
139,948
82,567
222,515
nfrastructure, Pipeline Relocation and Site Drainage
Retail, L.P.
10232006
9,949,618 •
6.50%
5 years
9,949,618
1,065,587
11,015,205
4,024,105
1,805,631
5,829,736
5,925,513 2,495,354 8,420,867
:aping, Detention/Drainage, Relocation
of Overhead Utilities
and Plan Amendment Costs
Retail, L.P.
3/122007
1,851,598 •
6.50%
5 years
1,851,598
113,137
1,964,735
-
-
-
1,851,598 715,236 2,566,834
way Improvements)
d, Texas
1/152008
8,449,086
6.50%
5 years
5,997,980
579,392
6,577,372
-
-
-
1,131,289 496,592 1,627,881 4,866,691 2,033,211
,cry Bay Extension SH 288)
Ranch Development Company. L.P.
6/72010
912,908
6.50%
None
458,209
17,852
476,061
458,209
239,556
697,765
- _ _ _
I Site)
Ranch Development Company. L.P.
6/72010
2,530,620
6.50%
None
1,753,316
182,969
1,936,285
1,753,316
1,031,310
2,784,626
Site)
Ranch Development Company. L.P.
6!)2010
4,935,370
6.50%
None
3,419,425
214,955
3,634,380
3,419,425
1,998,382
5,417,807
Site)
Ranch Development Company. L.P.
6242013
2,382,379
6.50%
None
1,514,705
90,364
1,605,069
1,514,705
708,106
2,222,811
7, Phase 1)
6/112012
10,571,086
6.50%
5 years
3,767,158
544,659
4,311,817
-
-
-
- - - 3,767,158 1,768,985
aka Phase 2)
6242013
9,102,286
6.50%
5 years
3,077,854
852,857
3,930,711
-
-
-
_ _ _ 3,077,854 1,311,078
ike Phase 3)
624/2013
-3,548,252
6.50%
5years
1,082,895
232,230
1,315,125
-
_
_
_ _ - 1,082,895 393,213
v Grove Phase I)
Star, Inc.
6232014
7,448,692
6.50%
5 years
2,360,923
694,157
3,055,080
-
-
-
- - - 2,360,923 694,157
t Serve Reserve at Shadow Creek)
8/8/2026
2,075,106
_
_
-
y Entry Costs)
tench Development Company. L.P.
7/132004
92,393
Cancelled
Improvements)
10/232017
1,091,520
_
_
S 207,623,680
$ 159,656,656
135,592,735 $
66,484,183 $
$ 8,908,400 $ 3,707,182 $ 12,615,582 $ 15,155,521 S 6,200,644
$ 24,380,845
$ 184,037,501 $
202,076,918
4
SCHEDULE A (continued)
TAX INCREMENT REINVESTMENT ZONE NO 2 / DEVEI OPMENT A 1THORITY OF PEARLAND
CITY OF PEARLAND, TEXAS
RECAPITULATION OF AMOUNTS DUE TO DEVELOPERS
As of October 1.2020
Draft
Original
Developer
LFA
Totals
Actual
Computed
PREVIOUSLY REIMBURSED
CURRENT REIMBURSEMENT
Balance
i
Unpad
Interest of
BY ENTITY
Cost
Interest
Total
Cost
Interest
Total
Cost
Interest
Total
Remaining
10/01/2020
k Ranch Development Company. L.P.
S 153,536,436
S 131,568,630
$ 20,298,826
S 151,867,456
S 131,568,630
S 64,678,552
S 196,247,182
S
$
k Retail, L.P.
md, Texas
11,801,216
11,801,216
1,178,724
12,979,940
4,024,105
1,805,631
5,829,736
-
7,777,111
3,210,590
$
10,987,701
$ _
S _
1.
8,449,086
24,313,144
5,997,980
579,392
6,577,372
-1,131,289
_
496,592
1,627,881
4,866,691
2,033,211
ne Star, Inc.
7,448,692
7,927,907
2,360,923
1,629,746
694,157
9,557,653
3,055,080
-
-
-
7,927,907
3,473,276
ty
2,075,106
'
2,360,923
694,157
$ 207,623,680
$ 159,656,656
$ 24,380,845S
184,D37,SD1
S 135,592,735
$ 66,484,183
$ 202,076,918
$ 8,908,40D
$ 3,707,182
$ 12,615,582
$ 15,155,521
S 6,200,644
[the amount of the LPA. Per the governing
agreements, reimbursement is limited to the amount
of the LFA.
Surplus Tax Increment
Revenues
10/1/2020
$ 12,615,582
$ 12,615,582
Balance Sheet
7
$
23,532,550.01
Plus Wire from Regions
Through 08/31/20
Total Monies Available
$
23,532,550.01
Detail Listing
FY2021 Debt Service Requirements
Include Rollup Account/Rollup
to Base Account
Debt Service Reserve
Current YTD
Prior Year
10,000.00
Description
$
Balance
Total Actual
Net Change
Change %
$
12,615,581.99
lopment Authority
• Wells Fargo
13,620,744.23
7,166,900.42
6,453,643.81
90.05
• Regions Bank Debt Service
9,911,805.78
1,157,701.53
8,754,104.25
756.16
1000 - Cash Totals
$23,532,550.01
$8,324,601.95
$15,207,948.06
182.69%
ASSETS TOTALS
$23,532,550.01
$8,324,601.95
$15,207,948.06
182,690
lance - Unassigned
8,324,601.95
8,324,601.95
FUND EQUITY TOTALS Prior to Current Year Changes
.00
.00
$8,324,601.95
$8,324,601.95
$0.00
3r Fund Equity Adjustment
.00
0.00%
venues
(26,811,012.23)
xnses
11,603,064.17
FUND EQUITY TOTALS
$23,532,550.01
$8,324,601.95
$15,207,948.06
182.69%
LIABILITIES AND FUND EQUITY TOTALS
$23,532,550.01
$8,324,601.95
$15,207,948.06
182.69%
Fund 920 - Development Authority Totals
$0.00
$0.00
$0.00
+++
Fund Type Totals
$0.00
$0.00
$0.00
+++
Fund Category Other Totals
$0.00
$0.00
$0.00
+++
Grand Totals
$0.00
$0.00
$0.00
+++
Cash Analysis for Reimbursement
Cash & Cash Equivalents
$
23,532,550.01
Plus Wire from Regions
Total Monies Available
$
23,532,550.01
Less:
FY2021 Debt Service Requirements
$
9,906,968.02
Debt Service Reserve
1,000,000.00
Operating Costs
10,000.00
Total Funds to be Held
$
10,916,968.02
Monies Available for Cash Reimbursement
$
12,615,581.99
da Daugherty on 09/14/2020 19:40:47 PM
Page 1 of 1