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2020-09-23 TIRZ NO. 2 MEETING AGENDA TAX INCREMENT REINVESTMENT ZONE NUMBER TWO (TIRZ NO. 2), ALSO KNOWN AS SHADOW CREEK RANCH, CITY OF PEARLAND TEXAS VIA TELEPHONE/VIDEO CONFERENCE REGULAR MEETING SEPTEMBER 23, 2020 | 4:00 P.M. NOTICE IS HEREBY GIVEN in accordance with order of the Office of the Governor issued March 16, 2020, the Tax Increment Reinvestment Zone Number Two (TIRZ NO. 2), also known as Shadow Creek Ranch, City of Pearland will conduct its Regular Meeting scheduled on September 23, 2020, at 4:00 p.m., located at City Hall, 3519 Liberty Dr., Pearland, Texas 77581 by telephone or video conference in order to advance the public health goal of limiting face-to-face meetings (also called “social distancing”) to slow the spread of the Coronavirus (COVID-19). There will be no public access to the location described above. The public will be permitted to offer public comments telephonically as provided by the agenda and as permitted by the presiding officer during the meeting; no in-person input will be allowed. All speakers MUST register in advance (Wednesday, September 23, 2020, no later than 12 p.m.). All public comments will ONLY occur at the beginning of the meeting starting at 4:00 p.m. To speak remotely at the September 23, 2020, TIRZ Regular Meeting, speakers MUST: Submit the online registration form found at: http://www.pearlandtx.gov/departments/city-secretary/speaker-request- registration-form • Registration must be received no later than 12 p.m. on Wednesday, September 23. • Once the registration form is received, residents will receive either an email or phone call providing the telephone number to call on Wednesday, September 23. • Speakers must call in at least 30 minutes prior to meeting start in order to speak, late callers will not be accepted and will not be able to speak. Speakers will be placed in a queue until their time to speak. Handouts or other information must be emailed to citysecretary@pearlandtx.gov no later than 12 p.m. on Wednesday, September 23. The information will be provided to the TIRZ Board of Directors in advance of the meeting. • Residents may watch the TIRZ Meeting online at: https://pearlandtx.civicweb.net/Portal/ I. CALL TO ORDER AND ROLL CALL II. PUBLIC COMMENTS III. PURPOSE OF THE MEETING 1. Consideration and Possible Action – Regular Meeting Minutes of October 28, 2019, Tax Increment Reinvestment Zone Number 2 (TIRZ No. 2) Board of Directors Meeting. 2. Consideration and Possible Action - Financial Report for the period ending July 31, 2020 (unaudited). 3. Consideration and Possible Action – Investment Report for the Quarter Ending June 2020. 4. Consideration and Possible Action – 2019 Annual Report 5. Consideration and Possible Action – Ratification of invoices authorized for payment by the Invoice Review Committee and approving invoices presented for payment. -Continued on next page- I certify that a copy of this notice of the Tax Increment Reinvestment Zone Number Two, Regular Meeting for September 23, 2020, was posted at City Hall, 3519 Liberty Dr., Pearland, TX 77581 on September 17, 2020, by 12:00 p.m. Crystal N. Roan______ Crystal N. Roan, TRMC, CMC City Secretary Page 1 of 4 – 10/28/19 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 1 Page 2 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 2 Page 3 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. 3 Page 4 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: __________________________ Herb Fain Chair, Board of Directors ATTEST: _____________________________ Director, Board of Directors Minutes approved as submitted and/or amended on ___________________. 4 Fund Category Other Fund Type Fund 930 - TIRZ #2 Shadow Creek REVENUE Department 610 - TIRZ #2 Shadow Creek Ranch Division 100 - Administration 3000 Property Taxes 3000.050 Property Taxes TIRZ - City of Pearland 17,763,383.00 37,013.82 18,782,736.37 (1,019,353.37)106 17,447,544.46 3000.060 Property Taxes TIRZ - Brazoria County .00 2,808,893.80 2,808,893.80 (2,808,893.80)+++2,370,183.34 3000.070 Property Taxes TIRZ - Alvin ISD .00 152,264.49 6,746,595.23 (6,746,595.23)+++6,713,193.47 3000.080 Property Taxes TIRZ - Fort Bend County .00 .00 1,371,016.67 (1,371,016.67)+++1,877,665.61 3000.090 Property Taxes TIRZ - Supplemental .00 .00 2,460,429.00 (2,460,429.00)+++3,347,246.00 3000 - Property Taxes Totals $17,763,383.00 $2,998,172.11 $32,169,671.07 ($14,406,288.07)181%$31,755,832.88 3600 Interest Earnings 3600.010 Interest Earnings Interest .00 530.19 34,719.02 (34,719.02)+++172,264.07 3600.030 Interest Earnings AISD Interest .00 2,523.62 17,539.94 (17,539.94)+++16,255.58 3600 - Interest Earnings Totals $0.00 $3,053.81 $52,258.96 ($52,258.96)+++$188,519.65 Division 100 - Administration Totals $17,763,383.00 $3,001,225.92 $32,221,930.03 ($14,458,547.03)181%$31,944,352.53 Department 610 - TIRZ #2 Shadow Creek Ranch Totals $17,763,383.00 $3,001,225.92 $32,221,930.03 ($14,458,547.03)181%$31,944,352.53 REVENUE TOTALS $17,763,383.00 $3,001,225.92 $32,221,930.03 ($14,458,547.03)181%$31,944,352.53 EXPENSE Department 610 - TIRZ #2 Shadow Creek Ranch Division 100 - Administration 5400 Professional/Contractual Services 5400.110 Professional/Contractual Services BC MUD 2 .00 .00 .00 .00 +++(926.25) 5400.160 Professional/Contractual Services Miscellaneous .00 3,481.25 51,839.71 (51,839.71)+++37,575.68 5400 - Professional/Contractual Services Totals $0.00 $3,481.25 $51,839.71 ($51,839.71)+++$36,649.43 5420 Other Services 5420.160 Other Services TIRZ Administration Fees .00 21,972.22 11,152,225.52 (11,152,225.52)+++10,826,098.20 5420 - Other Services Totals $0.00 $21,972.22 $11,152,225.52 ($11,152,225.52)+++$10,826,098.20 5650 Interfund Reimbursement .00 .00 .00 .00 +++3,347,246.00 5900 Transfers Out .00 .00 .00 .00 +++17,146,455.00 Division 100 - Administration Totals $0.00 $25,453.47 $11,204,065.23 ($11,204,065.23)+++$31,356,448.63 Department 610 - TIRZ #2 Shadow Creek Ranch Totals $0.00 $25,453.47 $11,204,065.23 ($11,204,065.23)+++$31,356,448.63 EXPENSE TOTALS $0.00 $25,453.47 $11,204,065.23 ($11,204,065.23)+++$31,356,448.63 Fund 930 - TIRZ #2 Shadow Creek Totals REVENUE TOTALS 17,763,383.00 3,001,225.92 32,221,930.03 (14,458,547.03)181%31,944,352.53 EXPENSE TOTALS .00 25,453.47 11,204,065.23 (11,204,065.23)+++31,356,448.63 Page 1 of 2Run by Kristen Woolley on 08/24/2020 16:49:50 PM Income Statement Through 07/31/20 Detail Listing Include Rollup Account/Rollup to Base Account Annual MTD YTD Budget Less % of Prior Year Account Account Description Budget Amount Actual Amount Actual Amount YTD Actual Budget Total Actual 1 Fund Category Other Fund Type Fund 930 - TIRZ #2 Shadow Creek Net Gain (Loss)$17,763,383.00 $2,975,772.45 $21,017,864.80 $3,254,481.80 118%$587,903.90 Fund Type Totals REVENUE TOTALS 17,763,383.00 3,001,225.92 32,221,930.03 (14,458,547.03)181%31,944,352.53 EXPENSE TOTALS .00 25,453.47 11,204,065.23 (11,204,065.23)+++31,356,448.63 Fund Type Net Gain (Loss)$17,763,383.00 $2,975,772.45 $21,017,864.80 $3,254,481.80 118%$587,903.90 Fund Category Other Totals REVENUE TOTALS 17,763,383.00 3,001,225.92 32,221,930.03 (14,458,547.03)181%31,944,352.53 EXPENSE TOTALS .00 25,453.47 11,204,065.23 (11,204,065.23)+++31,356,448.63 Fund Category Other Net Gain (Loss)$17,763,383.00 $2,975,772.45 $21,017,864.80 $3,254,481.80 118%$587,903.90 Grand Totals REVENUE TOTALS 17,763,383.00 3,001,225.92 32,221,930.03 (14,458,547.03)181%31,944,352.53 EXPENSE TOTALS .00 25,453.47 11,204,065.23 (11,204,065.23)+++31,356,448.63 Grand Total Net Gain (Loss)$17,763,383.00 $2,975,772.45 $21,017,864.80 $3,254,481.80 118%$587,903.90 Page 2 of 2Run by Kristen Woolley on 08/24/2020 16:49:50 PM Income Statement Through 07/31/20 Detail Listing Include Rollup Account/Rollup to Base Account Annual MTD YTD Budget Less % of Prior Year Account Account Description Budget Amount Actual Amount Actual Amount YTD Actual Budget Total Actual 2 Current YTD Prior Year Account Account Description Balance YTD Total Net Change Change % Fund Category Other Fund Type Fund 930 - TIRZ #2 Shadow Creek ASSETS 1000 Cash 1000.050 Cash AISD 18,701,842.51 13,319,226.33 5,382,616.18 40.41 1000.999 Cash Investment in Pooled Cash Fund 11,915,036.62 10,995,110.23 919,926.39 8.37 1000 - Cash Totals $30,616,879.13 $24,314,336.56 $6,302,542.57 25.92% 1030 Investments 1030.040 Investments Investment Pool - TexStar .00 47,855.46 (47,855.46)(100.00) 1030.050 Investments Investment Pool - Texas Class .00 15,123.96 (15,123.96)(100.00) 1030 - Investments Totals $0.00 $62,979.42 ($62,979.42)(100.00%) ASSETS TOTALS $30,616,879.13 $24,377,315.98 $6,239,563.15 25.60% FUND EQUITY 2950 Fund Balance - Unassigned 9,599,014.33 9,011,110.43 587,903.90 6.52 FUND EQUITY TOTALS Prior to Current Year Changes $9,599,014.33 $9,011,110.43 $587,903.90 6.52% Prior Year Fund Equity Adjustment .00 Fund Revenues (32,221,930.03) Fund Expenses 11,204,065.23 FUND EQUITY TOTALS $30,616,879.13 $9,011,110.43 $21,605,768.70 239.77% LIABILITIES AND FUND EQUITY TOTALS $30,616,879.13 $9,011,110.43 $21,605,768.70 239.77% Fund 930 - TIRZ #2 Shadow Creek Totals $0.00 $15,366,205.55 ($15,366,205.55)(100.00%) Fund Type Totals $0.00 $15,366,205.55 ($15,366,205.55)(100.00%) Fund Category Other Totals $0.00 $15,366,205.55 ($15,366,205.55)(100.00%) Grand Totals $0.00 $15,366,205.55 ($15,366,205.55)(100.00%) Page 1 of 1Run by Kristen Woolley on 09/09/2020 16:48:01 PM Balance Sheet Through 07/31/20 Detail Listing Include Rollup Account/Rollup to Base Account 3 Month Market Value Book Value Unrealized Gain/Loss YTM @ Cost Treasury 1 Year Interest Earned Days To Maturity 4/30/2020 25,357,375.14 25,357,375.14 0.00 0.14 0.19 3,234.90 1 5/31/2020 25,387,877.60 25,387,877.60 0.00 0.12 0.16 2,775.86 1 6/30/2020 27,641,106.68 27,641,106.68 0.00 0.13 0.18 3,231.25 1 Total / Average 26,128,786.47 26,128,786.47 0.00 0.13 0.18 9,242.01 1 Date Date Date Shamaira Jagrup, Treasury Manager Rhonda Daugherty, Assistant Director of FinanceJohn McCarter, Interim Director of Finance This report is prepared for the Tax Increment Reinvestment Zone No. 2 in accordance with Chapter 2256 of the Public Funds Investment Act (PFIA). Section2256.023 (a) of the PFIA states that "Not less than quarterly, the investment officer shall prepare and submit to the governing body of the entity a written report of the investment transactions for all funds covered by this chapter for the preceding reporting period." This report is signed by the Investment Officer and includes the disclosures required in the PFIA. Tax Increment Reinvestment Zone No. 2 Quarterly Investment Report March 31, 2020 to June 30, 2020 1 Security Type Allocation Security Type Book Value 3/31/2020 % of Portfolio 3/31/2020 Book Value 6/30/2020 % of Portfolio 6/30/2020 Cash 8,860,201.24 39.39 9,030,268.90 32.67 Local Government Investment Pool 63,721.30 0.28 63,783.38 0.23 Money Market 13,568,970.27 60.33 18,547,054.40 67.10 Total / Average 22,492,892.81 100.00 27,641,106.68 100.00 Portfolio Holdings as of 3/31/2020 Portfolio Holdings as of 6/30/2020 Begin Date: 3/31/2020, End Date: 6/30/2020Report Group: TIRZ II Distribution by Security Type - Book Value City of Pearland Prepared by Shamaira Jagrup 2 Maturity Range Allocation Maturity Range Book Value 3/31/2020 % of Portfolio 3/31/2020 Book Value 6/30/2020 % of Portfolio 6/30/2020 0-1 Month 22,492,892.81 100.00 27,641,106.68 100.00 Total / Average 22,492,892.81 100.00 27,641,106.68 100.00 Portfolio Holdings Begin Date: 3/31/2020, End Date: 6/30/2020Report Group: TIRZ II Distribution by Maturity Range - Book Value City of Pearland 3Prepared by Shamaira Jagrup Month Beginning BV + Accrued Interest Interest Earned During Period-BV Realized Gain/Loss-BV Investment Income-BV Average Capital Base-BV TRR-BV Annualized TRR-BV Treasury 1 Year 7/31/2019 21,809,744.28 24,423.50 0.00 24,423.50 23,204,373.94 0.11 1.27 1.96 8/31/2019 24,377,315.98 1,992.20 0.00 1,992.20 16,252,594.62 0.01 0.15 1.77 9/30/2019 9,563,639.81 1,569.29 0.00 1,569.29 9,572,237.72 0.02 0.20 1.80 10/31/2019 9,581,330.18 1,445.96 0.00 1,445.96 9,591,027.94 0.02 0.18 1.61 11/30/2019 9,600,460.29 1,350.75 0.00 1,350.75 9,595,017.52 0.01 0.17 1.57 12/31/2019 9,591,605.85 5,929.64 0.00 5,929.64 12,148,450.82 0.05 0.59 1.55 1/31/2020 14,260,017.49 10,193.17 0.00 10,193.17 17,685,916.13 0.06 0.69 1.53 2/29/2020 20,517,437.59 13,062.83 0.00 13,062.83 20,786,067.10 0.06 0.76 1.41 3/31/2020 21,049,850.81 7,980.79 0.00 7,980.79 21,836,819.86 0.04 0.44 0.33 4/30/2020 22,492,892.81 3,234.90 0.00 3,234.90 24,018,891.44 0.01 0.16 0.19 5/31/2020 25,357,375.14 2,775.86 0.00 2,775.86 25,372,580.05 0.01 0.13 0.16 6/30/2020 25,387,877.60 3,231.25 0.00 3,231.25 26,587,876.44 0.01 0.15 0.18 Annualized TRR-BV Total/Average 21,809,744.28 77,190.14 0.00 77,190.14 18,004,879.38 0.43 0.43 1.17 Begin Date: 7/31/2019, End Date: 6/30/2020Report Group: TIRZ II Total Rate of Return - Book Value by Month City of Pearland Prepared by Shamaira Jagrup 4 Cash WFSWEEP Wells Fargo Sweep Cash 9,030,268.90 5/31/2006 0.05 9,030,268.90 9,030,268.90 100.00 0.05 9,030,268.90 0.00 32.67% None None 0 1 1 0 32.67% 0.00 9,030,268.90 0.05 9,030,268.90 9,030,268.900.059,030,268.90Sub Total Cash Local Government Investment Pool TX-01-0615-0001 Texas Class LGIP 15,356.64 6/1/2017 0.59 15,356.64 15,356.64 100.00 0.59 15,356.64 0.00 0.06% None None 0 1 02000-11110 TexSTAR LGIP 48,426.74 9/22/2016 0.20 48,426.74 48,426.74 100.00 0.20 48,426.74 0.00 0.18% None S&P-AAA 0 1 1 0 0.24% 0.00 63,783.38 0.29 63,783.38 63,783.380.2963,783.38Sub Total Local Government Investment Pool Money Market WF7843 Wells Fargo MM 18,547,054.40 5/30/2006 0.16 18,547,054.40 18,547,054.40 100.00 0.16 18,547,054.40 0.00 67.1% None None 0 1 1 0 67.1% 0.00 18,547,054.40 0.16 18,547,054.40 18,547,054.400.1618,547,054.40Sub Total Money Market TOTAL PORTFOLIO 27,641,106.68 0.13 27,641,106.68 27,641,106.68 0.13 27,641,106.68 0.00 100.00% 0 1 CUSIP Face Amount / Shares Settlement DateDescription YTM @ Cost Cost Value Book Value YTM @ Market Market Price Market Value Accrued Interest Unre. Gain/Loss % Portfolio Credit Rating Credit Rating Duration To Maturity Days To Call/Maturity Date: 6/30/2020Report Group: TIRZ II Portfolio Holdings by Security Type City of Pearland 5Prepared by Shamaira Jagrup 930: TIRZ II Shadow Creek TX-01-0615-0001 Texas Class LGIP 15,356.64 6/1/2017 0.59 15,356.64 15,356.64 100.00 0.59 15,356.64 0.00 0.06% None None 0 1 02000-11110 TexSTAR LGIP 48,426.74 9/22/2016 0.20 48,426.74 48,426.74 100.00 0.20 48,426.74 0.00 0.18% None S&P-AAA 0 1 WF7843 Wells Fargo MM 18,547,054.40 5/30/2006 0.16 18,547,054.40 18,547,054.40 100.00 0.16 18,547,054.40 0.00 67.1% None None 0 1 WFSWEEP Wells Fargo Sweep Cash 9,030,268.90 5/31/2006 0.05 9,030,268.90 9,030,268.90 100.00 0.05 9,030,268.90 0.00 32.67% None None 0 1 1 0 100.01% 0.00 27,641,106.68 0.13 27,641,106.68 27,641,106.680.1327,641,106.68Sub Total 930: TIRZ II Shadow Creek TOTAL PORTFOLIO 27,641,106.68 0.13 27,641,106.68 27,641,106.68 0.13 27,641,106.68 0.00 100.00% 0 1 CUSIP Face Amount / Shares Settlement DateDescription YTM @ Cost Cost Value Book Value YTM @ Market Market Price Market Value Accrued Interest Unre. Gain/Loss % Portfolio Credit Rating Credit Rating Duration To Maturity Days To Call/Maturity Date: 6/30/2020Report Group: TIRZ II Portfolio Holdings by Portfolio Name City of Pearland 6Prepared by Shamaira Jagrup Treasury 3/31/2020 4/30/2020 5/31/2020 6/30/2020 1 Month 0.37 0.11 0.10 0.13 3 Month 0.30 0.14 0.13 0.16 6 Month 0.30 0.17 0.15 0.18 1 Year 0.33 0.19 0.16 0.18 2 Year 0.45 0.23 0.17 0.19 3 Year 0.50 0.28 0.22 0.22 5 Year 0.59 0.39 0.34 0.34 10 Year 0.87 0.66 0.67 0.73 Note 1 Note 2 Treasury Yield Curve City of Pearland 7Center FooterPrepared by Shamaira Jagrup Bank Account Ending Account Name AmountWells Fargo 3395 Credit Card Account- Wells Fargo 2841 Sweep Account66,013.00 *Wells Fargo 5455 False Alarm Reduction Program 286,806.18 Wells Fargo 7843 Alvin ISD18,547,054.40 Wells Fargo 1790 EMS Payments- Wells Fargo 9871 Health Claims634,601.32 Wells Fargo 4094 Escrow W&S Revenue Bonds, Series 2016B - *Wells Fargo 4102 Escrow W&S Revenue Bonds, Series 2016C - *Wells Fargo 5883 Texas Permanent W&S System Revenue 2017B - *Wells Fargo 5875 Texas Permanent W&S System Revenue 2017A - *Wells Fargo 6624 Escrow W&S Revenue Bonds, Series 2018A - *Wells Fargo2847Escrow W&S Revenue Bonds, Series 2019A- *Total of Bank Balances 19,534,474.90$ Pledged Collateral for City 20,167,382.66 FDIC Insurance1,987,420.52 22,154,803.18$ Over (Under) Collateralized 2,620,328.28$ Total % Collateralized 113.4%Bank Account Ending Account Name AmountWells Fargo4258Development Authority976,908.44 Total of Bank Balances 976,908.44$ Pledged Collateral for DAP 780,562.48 FDIC Insurance250,000.00 1,030,562.48$ Over (Under) Collateralized 53,654.04$ Total % Collateralized 105.5%Total % Collateralized 113.0%StatusCollateralized*Pledged Collateral Reconciliation ReportJune 30, 2020Accounts are sweeping to a higher yielding money market fund which does not require collateral. DRAFT FOR BOARD APPROVAL REINVESTMENT ZONE NUMBER TWO CITY OF PEARLAND, TEXAS ANNUAL REPORT 2019 2 TABLE OF CONTENTS City of Pearland, Texas, City Council ................................................................................... 3 TIRZ Board of Directors ....................................................................................................... 4 Description of the Zone ........................................................................................................ 5 Purpose of the Zone ............................................................................................................ 6 State of the Zone and Plan Implementation in 2019 ............................................................. 7 TABLES TABLE A: Taxing Entity Percent Participation ..................................................................... 7 TABLE B: Base Values by Jurisdiction ................................................................................ 8 TABLE C: Revenue Fund Balance by Year ......................................................................... 8 TABLE D: Project Plan & Reinvestment Zone Financing Plan Budget .............................. 10 TABLE E: Outstanding Debt as of Fiscal Year End .......................................................... 12 TABLE F: Letter Finance Agreements Approved for Reimbursement............................... 13 APPENDICES Exhibit 1: Zone Boundary Map .......................................................................................... 16 Exhibit 2: Amended Zone Boundary Map .......................................................................... 17 Exhibit 3: Development Status – 1999 vs 2019 ................................................................. 18 COMPLIANCE Texas Tax Code Section 311.016 (a): (1) ................................................................................................................................. 7 (2) ................................................................................................................................. 9 (3) ............................................................................................................................... 12 (4) ............................................................................................................................... 14 (5) ............................................................................................................................... 14 3 CITY OF PEARLAND, TEXAS CITY COUNCIL 2019 Council Members Mayor Hon. Tom Reid Mayor Pro-Tem Hon. J. David Little, Position 5 Council Member Hon. Luke Orlando, Position 1 Hon. Tony Carbone, Position 2 Hon. Gary Moore, Position 3 Hon. Adrian Hernandez, Position 4 Hon. Trent Perez, Position 6 Hon. Woody Owens, Position 7 City Staff City Manager Clay Pearson Director of Finance Cynthia Pearson 4 REINVESTMENT ZONE NUMBER TWO CITY OF PEARLAND, TEXAS BOARD OF DIRECTORS 2019 Board Members Position 1 Buck Stevens State Senator Designee Position 2 Thomas King State Representative Designee Position 3 Herb Fain, Jr., Chair City of Pearland Designee Position 4 Gary Cook, Vice Chair (resigned 10/28/19) City of Pearland Designee Position 5 Kenneth R. Phillips City of Pearland Designee Position 6 Jo Knight City of Pearland/Alvin Independent School District Designee Position 7 Geoff Tonini Alvin Independent School District Designee Position 8 Ali Hasanali Fort Bend County Designee Position 9 Larry Loessin Brazoria County Designee 5 DESCRIPTION OF ZONE In accordance with the Tax Increment Financing Act (Chapter 311, Tax Code), Reinvestment Zone Number Two, City of Pearland, Texas (the Zone) was established by Ordinance 891 of the City Council of the City of Pearland (the City), Texas on December 21, 1998. The original Zone, also known as “Shadow Creek Ranch”, consisted of 3,467 acres located in Brazoria County and Fort Bend County, Texas. In addition, the Zone is located in Alvin I.S.D. (AISD), Fort Bend I.S.D. (FBISD) and a small portion in Pearland I.S.D. (PISD). The original Zone is generally bounded by Clear Creek on the north, State Highway 288 on the east, Broadway (the extension of FM 518 west of S.H. 288) on the south and FM 521 on the west. A map illustrating the original boundaries of the Zone follows on page 15 as Exhibit 1. On August 23, 1999, by Ordinance No. 918 of the City, the Project Plan and Reinvestment Zone Financing Plan (the Project Plan) for the original TIRZ boundaries was adopted. 1st Plan Amendment On July 10, 2006, by Ordinance 1276 of the City, the Project Plan was amended and the Zone was expanded to provide for the annexation of 457 acres of vacant land, adjacent to the Zone. 288 acres are in Brazoria County and 169 acres are in Fort Bend County. 2nd Plan Amendment On November 13, 2006 by Ordinance 1312 of the City, the Project Plan was amended to provide for development of public improvements to serve Shadow Creek Ranch Town Center. The proposed development is within the boundaries of the original Zone and Brazoria County. 3rd Plan Amendment On November 13, 2006 by Ordinance 1313 of the City, the Project Plan was amended and the Zone was expanded to provide for the annexation of 8+ acres to facilitate the improvement and widening of Broadway from S.H. 288 to F.M. 521. The boundaries of the annexed area are within Brazoria County. The Zone is now composed of 3,932+ acres, of which 3,125+ acres are within Brazoria County and 807+ acres are within Fort Bend County. A map illustrating the boundaries of the Zone as expanded follows on page 16 as Exhibit 2. 4th Plan Amendment On August 13, 2018, by Ordinance 1562 of the City, the Project Plan was amended to increase the budget amounts for various categories of improvements to fund public safety, library, parks and recreation, landscaping, and transportation projects. All proposed projects were within the previously approved Infrastructure budget category. This amendment was necessary to update cost estimates and to meet the level of service expected from current residents that could not be anticipated at the time of the original Zone creation. 5th Plan Amendment On December 9, 2019, by Ordinance 1585 of the City, the Project Plan was amended to increase the budget amounts for the infrastructure and city facility categories of improvements to fund a portion of the FM 521 improvement project and additional funds for the library project. The currently projected increment for the remaining life of the Zone is exceeding original expectations such that sufficient increment is projected to be available to fully fund this amendment. 6 PURPOSE OF ZONE The objective of the Zone is to facilitate quality mixed-use development with a self-sustaining tax base for the City and the other participating taxing entities. The City Council, in adopting the ordinances creating and expanding the Zone, found that the development described in the Project Plan, and its subsequent amendments, would not likely occur, to the quality, standards and densities described in the Project Plan, but for the creation of the Zone. The City Council further found that improvements in the Zone will significantly enhance the value of all taxable real property in the Zone and will be of general benefit to the City. The Zone will pursue its objective by acting as a financing vehicle for regional public improvements, as described in the Project Plan as amended. The methods of financing and the sources of funding available to the Zone, including the participation levels of the various participating entities, including the City, Brazoria County, Fort Bend County and Alvin ISD, are described in the Project Plan and its amendments. 7 STATE OF THE ZONE AND PLAN IMPLEMENTATION IN 2019 1. The information provided in this section is in accordance with § 311.016 (a) (1) of the Texas Tax Code, which requires inclusion of the amount and source of revenue in the tax increment fund established for the zone. In addition to the City’s tax increment revenue, interlocal agreements with Brazoria County, Fort Bend County and Alvin ISD provide for each taxing unit’s participation in the Zone. The Project Plan also allows for the participation of Brazoria Drainage District No. 4 and Fort Bend Independent School District, though neither is currently participating. Levels of participation are detailed in the Project Plan and current levels of participation are shown in Table A. The zone is currently in its twentieth year. TABLE A Taxing Entity Participation Taxing Entity Zone Years Participation City of Pearland 9 through 30 100% of taxes collected at current tax rate on Captured Appraised Value (1) Brazoria County 1 through 30 100% of taxes collected at current tax rate on Captured Appraised Value up to a tax rate of $.1359, or if rate is less than $.1359 then 38% of actual tax rate. Fort Bend County 11 through 20 100% of taxes collected at current tax rate on Captured Appraised Value, up to a maximum tax rate of .468075 (2) Alvin ISD 1 through 30 100% of taxes collected at current tax rate on Captured Appraised Value (3) (1) 64% to be repaid as an administrative cost, provided the TIRZ retain at least $.255 / $100. (2) In years 21 through 30 participation drops to 100% of .31205. (3) 75% to be used by AISD for the construction of educational facilities. The obligations of the participating taxing jurisdictions, as defined in their respective interlocal agreements, include the timely deposit of tax increment into the City’s tax increment revenue fund. Table B illustrates the growth in appraised value from base year to tax year 2019 for each participating jurisdiction. Table C illustrates the amount of the incremental revenue, which has been transferred to the increment fund. These amounts are based upon actual taxes collected as of December 31, 2019. 8 TABLE B Base Market Value by Jurisdiction (1) Taxing Entity Base Year Base Value 2019 Value (2)Captured Value Original Zone 1998 City of Pearland 7,172,980 2,382,152,160 2,374,979,180 Brazoria County 4,143,160 1,958,563,603 1,954,420,443 Fort Bend County 3,029,820 474,369,102 471,339,282 Alvin ISD 4,143,160 1,864,197,225 1,860,054,065 1st Plan Amendment (3) (4) (5)2006 City of Pearland 4,381,680 309,932,393 305,550,713 Brazoria County 3,354,830 172,026,048 168,671,218 Fort Bend County 1,026,850 87,125,800 86,098,950 Overall Zone City of Pearland 2,692,084,553 2,680,529,893 Brazoria County 2,130,589,651 2,123,091,661 Fort Bend County 561,494,902 557,438,232 Alvin ISD 2,072,839,085 1,860,054,065 (1) The information in this table was provided by the Brazoria and Fort Bend County Appraisal Districts and Assessments of the Southwest (2) Market value (less exemptions) as of January 1, 2019. (3) All of the land within the 2nd Plan Amendment (adopted in 2006) area is within the boundaries of the original Zone. (4) All of the land within the 3rd Plan Amendment (adopted in 2006) area is either owned by a municipality or within dedicated ROW and thus tax exempt. (5) Plan Amendment 4 (adopted in 2018) and Amendment 5 (adopted in 2019) did not add any additional land to the boundary of the Zone. TABLE C City of Pearland TIRZ No. 2 Tax Increment Revenue & Fund Balance by Year - Current Year and Prior Five Years (1) Year 2014 2015 2016 2017 2018 2019 City of Pearland Revenue 12,326,867$ 10,624,549$ 14,362,791$ 15,978,750$ 17,760,605$ 18,318,960.42 Rebate to City for Administrative Costs (2)(7,865,023)$ (6,803,968)$ (9,192,187)$ (10,226,400)$ (11,366,788)$ (10,850,347.92) Brazoria County Revenue 1,527,826$ 1,674,994$ 1,809,824$ 2,089,520$ 2,282,782$ 2,370,183.34 Alvin ISD Revenue (3)4,167,334$ 4,933,323$ 5,159,693$ 6,015,299$ 6,646,434$ 6,675,667.83 Other Revenue 1,348,416$ 1,476,931$ 1,663,842$ 1,993,467$ 1,999,108$ 1,672,034.71 Fort Bend County Revenue 725,795$ 929,041$ 1,339,271$ 1,611,047$ 1,807,656$ 1,877,665.61 Expenditures for Zone Administration (16,427)$ (22,208)$ (19,986)$ (37,912)$ (81,293)$ (51,643.83) Transfers to Development Authority (11,494,978)$ (12,666,896)$ (14,572,487)$ (15,977,530)$ (15,609,092)$ (18,642,641.00) Fund Balance (4)2,999,404$ 2,510,500$ 3,784,026$ 3,863,404$ 6,241,023$ 4,779,082.99 (1) Source: City of Pearland, Texas. Fund balances as of 12/31 of each year. (2) Rebate for admin costs prior to 2007 is 36%. In 2007 the rebate increased to 64%. (3) Note that Alvin ISD revenue is reported net of the 75% rebate to Alvin ISD. (4) In addition to fund balance, as of 12/31/18, AISD had $9,480,934.50 in the suspense account. 9 2. The information provided in this section is in accordance with §311.016 (a) (2) of the Texas Tax Code, which requires inclusion of the amount and purpose of expenditures from the fund. The Board of Directors of the Zone has been granted by City Council, in accordance with Section 311.010 of Texas Tax Code, the power to administer, manage, and operate the Zone and to implement the Project Plan. The Zone was created for the duration of 30 years, or until dissolved by the City. The total cost of the public improvements within the Zone, as outlined in the original Project Plan, amounts to $294,482,034. Of this amount, the City will fund $35,471,061 worth of improvements, and the Texas Department of Transportation (TxDOT) will fund another $10,277,050 worth of improvements. The Zone will fund the remaining improvements, which amounts to a cost of $248,733,923, unadjusted for inflation. 1st Plan Amendment The original list of project costs was amended with the approval of the 1st Plan Amendment, which included improvements, estimated to total $34,724,218. These improvements address the water, wastewater, storm sewer, lakes channels, roads and landscaping costs for the 457+ acre annexation. 2nd Plan Amendment The list of project costs was amended again with the approval of the 2nd Plan Amendment, which included improvements estimated to total $11,749,618. These improvements address major road infrastructure, detention, drainage, landscaping and the relocation of pipelines and overhead utilities. All projects associated with this annexation have been completed. 3rd Plan Amendment The list of project costs was amended a third time with the approval of the 3rd Plan Amendment, which included improvements estimated to total $8 million. This amendment addressed the need to fund and construct a section of Broadway. All projects associated with this annexation have been completed. 4th Plan Amendment The list of project costs was amended a fourth time with the approval of the 4th Plan Amendment, which included improvements estimated to total $52,324,235. This amendment addressed the need to update the cost estimates for previously approved budget categories. In 2019, the City of entered into Letter Finance Agreements to advance fund three of the eligible projects. 5th Plan Amendment The list of project costs was amended a fifth time with the approval of the 5th Plan Amendment, which included improvements estimated to total $7,729,000. This amendment added an additional infrastructure project for FM 521 and updated the cost estimate for the library project. In 2019 Fort Bend County and the City of Pearland entered into Letter Finance Agreements to advance fund three of the eligible improvements. These costs are detailed in the amended Project Budget, a copy of which follows as Table D. The Zone as now enlarged is composed of 3,932+ acres, of which 3,125+ acres are within Brazoria County and 807+ acres are within Fort Bend County. A map illustrating the boundaries of the Zone as amended follows on page 16 as Exhibit 2. 10 Table D Reinvestment Zone No. 2, City of Pearland, TX Budget Jan. 1999 ENR Index = 6000 Jan. 2006 ENR Index = 7600 Jan. 2018 ENR Index = 10878 Jan. 2019 ENR Index = 11206 11 Table D (continued) Item TIRZ Budget as approved (08/23/99) 1st Plan Amendment (03/27/06) 2nd Plan Amendment (10/23/06) 3rd Plan Amendment (10/23/06) TIRZ Budget as Amended (5) 5th Plan Amendment (4) (10/28/19) 4th Plan Amendment (3) (06/18/18) 466,000 466,000 900,000 900,000 250,000 250,000 175,000 175,000 1,366,000 250,000 175,000 1,791,000 109,633,923 34,724,218 11,749,618 8,000,000 28,192,621 2,479,000 194,779,380 2,395,000 14,253,174 5,250,000 21,898,174 105,000 105,000 2,255,000 9,878,439 12,133,439 245,000 245,000 5,000,000 0 0 0 24,131,614 5,250,000 34,381,614 41,600,000 41,600,000 21,450,000 21,450,000 34,050,000 34,050,000 11,000,000 11,000,000 26,000,000 26,000,000 134,100,000 0 0 0 0 0 134,100,000 248,733,923 34,724,218 11,749,618 8,000,000 52,324,235 7,729,000 363,260,994 Educational Facilities Total FBISD Elementary School FBISD Middle School AISD Jr. High School AISD Fresh/Soph Campus Land Costs City Facilities Total Educational Facilities Fire/Police Station Grand Total (1) The original TIRZ Budget as approved in 1999 dollars has not been adjusted for inflation. (5) The Budget as amended shows budget line items as approved in their respective years without adjustment for inflation. Reimbursable TIRZ Creation Costs Annexation Costs Zone Administration/Creation TIRZ Administration (1-3 Years) AISD Elementary School (4) The amended Budgets as approved in 2019 are shown in 2019 dollars and have not been adjusted for inflation. (2) The amended Budgets as approved in 2006 are shown in 2006 dollars and have not been adjusted for inflation. (3) The amended Budgets as approved in 2018 are shown in 2018 dollars and have not been adjusted for inflation. Improvements Improvements Land Costs City Facilities Library Infrastructure Total Plan Amendment Costs Subtotal 12 TIRZ-Funded Projects: Since the creation of the Zone a series of infrastructure improvements have been funded and constructed. In 2019, four new Letter Financing Agreements (LFA) were approved: LFAs 19-10- 001, 19-10-002, 19-10-003, and 19-10-004. City Funded Improvements: • There were no City funded projects in 2019. TxDOT Funded Improvements: • There were no TxDOT funded projects in 2019. 3. The information provided in this section is in accordance with §311.016 (a) (3) of the Texas Tax Code, which requires inclusion of the amount of principal and interest due on outstanding bonded indebtedness. Bond Issues In accordance with a Tri-Party Agreement dated October 11, 2004 between the TIRZ, the City of Pearland, and the Development Authority of Pearland (DAP), the TIRZ has pledged increment to provide for the repayment of debt issued on its behalf. In this regard, the DAP sold Tax Increment Contract Revenue Bonds in 2004, 2005, 2006, 2007, 2009, 2013, 2014, 2016, 2017, 2018, and 2019. Additionally, in 2015, the DAP sold Tax Increment Contract Revenue and Refunding Bonds, which refunded the then-outstanding bonds issued prior to 2013. In addition to developer reimbursements made via the sale of bonds, the DAP has also made payments from cash reserves. In 2019 the DAP made direct payments to the developer totaling $8,482,349. Total direct payments as of the end of 2019 for the DAP is $84,827,987, all of which are reflected within in the reimbursements outlined in Table F. Additional LFA’s Approved for Reimbursement The Zone Board has approved a series of Letter Financing Agreements (LFA’s) for reimbursement. Prior to Board action all project costs related to each LFA were reviewed by the Zone’s Auditor, McGrath & Co. PLLC, and summarized in a reimbursement report, which included eligible project costs plus interest. Table F outlines Letter Financing Agreements approved through the end of 2019. TABLE E Development Authority of Pearland Outstanding Debt as of December 31, 2019 Tax increment Contract Revenue Bonds Principal Amount Issued Principal Amount Outstanding Total Debt Service Outstanding Series 2013 $9,150,000 $6,765,000 $8,313,339 Series 2014 $8,060,000 $5,400,000 $6,240,480 Series 2015 $66,030,000 $48,340,000 $55,870,205 Series 2016 $12,320,000 $9,945,000 $11,199,078 Series 2017 $8,555,000 $7,425,000 $8,395,830 Series 2018 $5,835,000 $5,440,000 $6,511,252 Series 2019 $4,255,000 $4,255,000 $4,711,454 Total $114,205,000 $87,570,000 $101,241,637 13 TABLE F Letter Finance Agreements Approved for Reimbursement Creation Costs 6/19/2000 900,000$ 1,235,408$ LFA 99-11-001 (Entry)11/8/1999 919,150 *1,220,281 LFA 00-01-001 (V1P1A)2/21/2000 6,524,629 5,243,529 LFA 00-10-002 (V1P1B)10/9/2000 10,318,290 10,593,290 LFA 01-04-001 (V1P1B)8/23/2001 1,967,061 805,884 LFA 03-10-004 (Kingsley Drive, Phase 3)10/7/2003 3,529,173 2,791,877 LFA 04-07-006 (Traffic Signal 7/13/2004 287,788 293,578 Shadow Creek PKWY/Kingsley) LFA 04-07-007 (Parks and Trails 7/13/2004 1,007,256 877,201 Grading and Infrastructure) LFA 03-10-001 (Remaining Village 10/7/2003 7,554,654 8,493,040 2, Phase 2 Improvements) LFA 04-07-002 (Fire/Police Station Land Cost)7/13/2004 408,668 555,954 LFA 02-08-001 (Village 1 and Village 8/6/2002 4,727,516 6,029,532 2 Phase 2 Improvements) LFA 01-11-002 (Additional Village 1 and 11/12/2001 24,509,430 33,055,576 Village 2 Improvements) LFA 03-10-002 (Village 3, Phase 1 and 10/7/2003 7,809,950 11,734,369 2 Improvements) LFA 06-03-001 (Elementary School #2 Site)3/27/2006 1,687,801 1,886,601 LFA 06-08-002 (Library Site)8/28/2006 481,569 557,100 LFA 04-07-003 (Regional Nature Park)7/13/2004 760,988 1,168,312 LFA 03-10-005 (Kingsley Drive Phase 10/07/03 4,486,342 6,811,005 4 Improvements) LFA 03-10-006 (Village 5 Improvements)10/07/03 7,055,177 11,274,134 LFA 04-07-005 (Village 4, Phase 1 and 04/07/05 3,354,452 5,223,786 Refelction Bay North Improvements) LFA 03-10-003 (Village 3, Phase 3 Improvements)10/07/03 7,711,582 12,811,167 LFA 04-07-004 (Village 3, Phase 4 Improvements)07/13/04 8,204,999 13,624,832 LFA 06-01-001 (Kingsley Drive North) 01/31/06 6,417,644 10,329,448 LFA 06-01-002 (Additional Village 4 Improvements) 01/31/06 9,392,437 14,608,001 LFA 06-08-001 (Additional Sidewalks)08/28/06 2,356,305 2,833,779 LFA 06-01-003 (Remaining Village 4 Improvements)01/30/06 7,120,532 8,647,692 LFA 06-08-003 (S.H. 228 Frontage Road 08/31/06 1,276,667 1,661,235 LFA 07-03-001 (Village 7, Phase 1 Broadway 3/12/2007 1,271,499 1,811,131 Improvements) LFA 08-05-001 (Broadway to FM 521)5/5/2008 9,482,989 8,723,886 LFA 08-05-002 (Broadway Landscape - Northside)5/5/2008 1,158,218 *222,515 LFA 10-06-001 (Discovery Bay Extension to SH288)6/7/2010 912,908 697,765 LFA 10-06-002 (SCH-4 Site)6/7/2010 2,530,620 2,784,626 LFA 10-06-003 (SCH-5 Site)6/7/2010 4,935,370 5,417,807 LFA 13-06-001 (SCH-3 Site)6/24/2013 2,382,379 2,222,811 LFA 06-10-001 (Road Infrastructure, Pipeline 10/23/06 9,949,618 5,829,736 Relocation and Site Drainage; Part of 2nd Plan Amendment) LFA 07-03-002 (Shadow Creek Ranch Town Center 03/12/07 1,851,598 - Improvements; Part of 2nd Plan Amendment) LFA 08-01-001 (Broadway Improvements)1/15/2008 8,449,086 - City of Pearland LFA 12-06-001 (Village 7, Phase 1)6/11/2012 10,571,086 LFA 13-06-002 (Southlake Phase 2)6/24/2013 9,102,286 LFA 14-06-001 (Southlake Phase 3)6/24/2013 3,548,252 LFA 14-06-002 (South Grove Phase 1)6/23/2014 7,448,692 LFA 16-08-001 (Road to serve Reserve at Shadow Creek)8/8/2016 2,075,106 LFA 17-10-001 (CR 59 Improvements)10/23/2017 1,091,520 LFA 19-10-001 (City of Pearland Fire Station #8)10/28/2019 13,825,472 LFA 19-10-002 (Shadow Creek Ranch Library)10/28/2019 24,050,284 LFA 19-10-003 (Nature Trail Connection)10/28/2020 790,910 LFA 19-10-004 (FM 521 Improvements)10/28/2020 2,479,000 248,676,953$ 202,076,888$ (1) LFA amounts have been adjusted for inflation per the Project and Financing Plan and related budget. (2) Amounts reimbursed include actual interest per the Developer Reimbursement Agreement. Reimbursements Through 2019 (2) * Actual costs exceeded the amount of the LFA. Per the governing agreements, reimbursement is limited to the amount of the LFA Letter Finance Agreement (LFA)LFA Date LFA Amount (1) 14 4. The information provided in this section is in accordance with §311.016 (a) (4) of the Texas Tax Code, which requires inclusion of the tax increment base and current captured appraised value retained by the zone. In each year subsequent to the base year, the Zone will receive tax increment revenue based on ad valorem property taxes levied and collected by each participating taxing unit on the captured appraised value of the Zone. The captured appraised value of the Zone is the total appraised value of all real property located within the Zone as of January 1, less the total appraised base year (January 1, 1998) value. As of December 31, 2019, the captured value of the Zone as amended had exceeded the original Project Plan projections of value at the end of the Zone. However, because the pace of development is unpredictable the actual captured appraised value in any future year may not equal the projected estimates of such value. As of January 1, 1998, the base year for the Zone, the area encompassed by the original Zone was undeveloped land, with a total appraised value of $7,172,980. On January 1, 2019, the area encompassed by the original Zone had a total appraised value of $2,382,152,160. As a result, the total captured appraised value (net base year value and exemptions) on the tax roll as of January 1, 2019, was $2,374,979,180 for the City, as illustrated in Table B. The City of Pearland base year (2006) value for the 457+ acres annexed in the 1st Plan Amendment was $4,381,680. As of January 1, 2019, the total appraised value was $309,932,393. As a result, the total captured appraised value on the roll as of January 1, 2019, was $305,550,713. The 2nd, 4th, and 5th Plan Amendments did not add any land to the boundaries of the original Zone. All lands associated with the 3rd Plan Amendment are either owned by a municipality or are dedicated right-of-way with no taxable value. 5. The information provided in this section is in accordance with §311.016 (a) (5) of the Texas Tax Code, which requires inclusion of the captured appraised value shared by the municipality and other taxing units, the total amount of tax increments received, and any additional information necessary to demonstrate compliance with the tax increment financing plan adopted by the governing body of the municipality. As previously stated, the City, Brazoria County, Fort Bend County and Alvin ISD are the only taxing units currently participating in the Zone. As of January 1, 2019, the total captured appraised value in the TIRZ was $2,680,529,893 for the original and annexed areas of the Zone. The total amount of tax increment revenue received is detailed in Table C. (This report was written in accordance with the provisions of Chapter 311.016 of the Texas Tax Code.) 15 REINVESTMENT ZONE NUMBER TWO CITY OF PEARLAND, TEXAS 2019 ANNUAL REPORT EXHIBITS 16 Exhibit 1: Zone Boundary Map 17 Exhibit 2: Amended Zone Boundary Map 18 Exhibit 3: Development Status – 1999 vs 2019 Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, Texas 77024 PEARLAND TIRZ #2 APPROVAL OF INVOICES FOR PAYMENT September 23, 2020 INVOICE INVOICE VENDOR NUMBER DATE DESCRIPTION AMOUNT Approved by Invoice Review Committee 1 Marsh Darcy Partners 3003 11/1/2019 TIRZ Administration 6,350.66$ 2 ABHR 107416 11/26/2019 Professional Legal Services 5,455.00$ 3 Marsh Darcy Partners 3019 12/1/2019 TIRZ Administration 1,869.38$ 4 LJA Engineering 201921166 11/7/2019 TIRZ Engineer Services 5,883.08$ 5 LJA Engineering 201922544 12/10/2019 TIRZ Engineer Services 587.26$ 6 Marsh Darcy Partners 3037 1/1/2020 TIRZ Administration 2,648.75$ 7 ABHR 108798 2/4/2020 Professional Legal Services 1,660.25$ 8 MDP 3049 2/5/2020 TIRZ Administration 1,682.95$ 9 ABHR 109378 2/25/2020 Professional Legal Services 900.00$ 10 MDP 3080 3/1/2020 TIRZ Administration 455.00$ 11 Assessments of the Southwest 7179 4/1/2018 Reimbursement for appraisal district fees for value estimate 400.00$ 12 Assessments of the Southwest 8133 7/1/2019 Summary of values for financial model; Reimbursement for appraisal district fees for value estimate 650.00$ 13 Assessments of the Southwest 8528 3/5/2020 Reimbursement for appraisal district fees for value estimate 730.00$ 14 Marsh Darcy Partners 3131 4/1/2020 TIRZ Administration 1,093.75$ 15 ABHR 110651 4/17/2020 Professional Legal Services 177.50$ 16 ABHR 110035 3/24/2020 Professional Legal Services 2,300.00$ 17 Marsh Darcy Partners 3144 5/1/2020 TIRZ Administration 3,332.06$ 18 Marsh Darcy Partners 3156 6/1/2020 TIRZ Administration 2,380.00$ 19 ABHR 112243 6/26/2020 Professional Legal Services 1,857.50$ 20 Marsh Darcy Partners 3172 7/1/2020 TIRZ Administration 1,623.75$ 21 ABHR 112799 7/24/2020 Professional Legal Services 301.25$ 22 Marsh Darcy Partners 314 8/1/2020 TIRZ Administration 1,615.00$ Subtotal 43,953.14$ Other Invoices for Board Review 23 ABHR 113648 8/31/2020 Professional Legal Services 308.75$ 24 Marsh Darcy Partners 3217 9/1/2020 TIRZ Administration 4,758.75$ 25 LJA 201814104 9/14/2018 LFA documentation review 500.50$ 26 LJA 201818375 11/9/2018 LFA documentation review 467.15$ Subtotal 6,035.15$ Total 49,988.29$ Invoices Attached 1 2 3 4 5 6 Taxpayer ID 74-3091731 November 26, 2019 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ms. Jan Buehler Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, TX 77024 Client/Matter:PRZ002-01 Statement Number:107416 Billing Attorney:Lynne B. Humphries General Professional Fees Fees for services posted through November 15, 2019, as follows: Date Professional Hours 10/14/19 Erika Smiley Attention to Zone matters regarding developer reimbursement and project financing 1.25 10/15/19 Lynne B. Humphries Work and instructions related to preparing the LFA for the County's request to have the FM 521 improvements funded by the TIRZ 0.25 10/17/19 Lynne B. Humphries Work related to and discussions with the auditor regarding update to the reimbursement chart listing what is still outstanding and provide instructions regarding receipt from Shadow Creek Retail LP 0.50 10/17/19 Lynne B. Humphries Provide guidance and instructions about Letter Financing Agreement for Fort Bend County for the FM521 improvements. 0.25 10/17/19 Erika Smiley Compile and review documents for letter financing agreements; Draft letter financing agreements with the City of Pearland and Fort Bend County 1.25 10/18/19 Lynne B. Humphries Receive and review wiring instructions for Shadow Creek Retail and provide instructions to City regarding same; provide instructions related to the receipt that they have to sign for the funding 0.50 10/18/19 Lynne B. Humphries Receive and review questions from Marsh Darcy regarding reimbursement due to Shadow Creek Retail and respond to same. 0.25 10/18/19 Erika Smiley Attention to Zone Matters regarding Developer reimbursement. Correspondence with Transwestern and Buchanan. 0.75 10/21/19 Lynne B. Humphries Receive and review package related to Fort Bend County request for FM 521 improvements to be financed by the TIRZ; Review and revise the Letter Financing Agreement 0.75 Allen Boone Humphries Robinson LLP November 26, 2019 7 first draft and instructions regarding documents to be provided to the County 10/21/19 Erika Smiley Correspondence with Mary Berg regarding developer reimbursement. Review cash and estimated bond disbursements. Draft Developer receipt for reimbursement 1.25 10/21/19 Erika Smiley Attention to Zone matters regarding bonds net proceeds.0.50 10/22/19 Lynne B. Humphries Receive and review proposed fifth amendment to the Project and Financing Plan and send comments to Marsh/Darcy; Review and revise the Letter Financing Agreement with Fort Bend County and instructions to send to the County for their review before the meeting 1.00 10/22/19 Erika Smiley Attention to Zone matters regarding financing plan.0.50 10/23/19 Erika Smiley Review Plan Amendment and revise letter financing agreement 0.75 10/24/19 Lynne B. Humphries Review and revise three Letter Financing Agreement's for the City of Pearland, Texas projects; telephone conference with zone engineer regarding same. 0.75 10/25/19 Erika Smiley Attention to District matters regarding FM 521 Improvements; transmit Agreement to Fort Bend County for review 0.25 10/28/19 Lynne B. Humphries Prepare for, review the meeting and action files, and attend regular monthly Board of Directors meeting ; follow up notes regarding pending Zone business and action items; mark up preliminary agenda. 2.50 10/28/19 Erika Smiley Prepare for upcoming meeting; review pending documents and projects; update meeting and action files. Review upcoming action items with attorney. 1.50 10/29/19 Lynne B. Humphries Receive and review request from Alan Mueller, with Marsh Darcy, the TIRZ Administrator, regarding public hearings that must be held on Amendment No. 5 to the TIRZ Project and Financing Plan, and provide instructions regarding preparing the public notice to be published 0.50 10/30/19 Erika Smiley Draft newspaper notice for the Zone's plan amendment public hearing. 1.00 10/31/19 Susan Hostetler Work on notice of hearing for amendment to Project Plan and Reinvestment Zone Financing Plan 0.25 10/31/19 Lynne B. Humphries Review and revise notice of the required public hearing for the adoption of the 5th amendment to the Project and Financing Plan; draft and send email to Alan Mueller with Marsh/Darcy, Tax Increment Reinvestment Zone No. 4 Administrator, and Darrin Coker, the City of Pearland Attorney, regarding date of the hearing and the required adoption of an ordinance by the City of Pearland, Texas 0.50 10/31/19 Erika Smiley Work on Zone matters regarding plan amendments and public hearing. 0.75 11/01/19 Lynne B. Humphries Further work and follow up regarding public hearing on TIRZ 2 Amendment No. 5 and date for same 0.50 11/01/19 Lynne B. Humphries receive and review and respond to summary of action needed and schedule for approval of Fifth Amendment to 0.25 Allen Boone Humphries Robinson LLP November 26, 2019 Reinvestment Zone No. 2, City of Pearland, Texas PRZ002-01 Page: 2 Statement Number: 107416 8 the Project and Financing Plan 11/04/19 Lynne B. Humphries Provide guidance and instructions and answers to questions about release of payment due to Shadow Creek Retail LP 0.25 11/05/19 Erika Smiley Work on Shadow Creek Retail Reimbursement matters. Correspondence with zone consultants 0.75 11/06/19 Erika Smiley Correspondence with Rhonda Daugherty regarding developer reimbursement. Transmit Developer Reimbursement to Transwestern for review and execution. Correspondence with Mark McGrath regarding developer report 0.75 11/08/19 Erika Smiley Work on zone matters 0.75 11/11/19 Lynne B. Humphries Receive and review questions about reimbursement due to Shadow Creek Retail and developer reimbursement audit; telephone conference with Mark McGrath regarding same; provide instructions regarding providing audit to Transwestern for Shadow Creek Retail 0.75 Total Fees:5,455.00 RATE SUMMARY Professional Title Rate Hours Amount Susan Hostetler Legal Assistant 170.00 0.25 42.50 Lynne B. Humphries Partner 355.00 9.50 3,372.50 Erika Smiley Legal Assistant 170.00 12.00 2,040.00 Total Fees:$5,455.00 Total Expenses and Other Items:$0.00 Total Amount Due:$5,455.00 Allen Boone Humphries Robinson LLP November 26, 2019 Reinvestment Zone No. 2, City of Pearland, Texas PRZ002-01 Page: 3 Statement Number: 107416 9 To contact the ABHR Billing Department, please call 713-860-6400 or email at billing@abhr.com November 26, 2019 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Client/Matter:PRZ002-01 Statement Number:107416 Billing Attorney:Lynne B. HumphriesGeneral REMITTANCE PAGE Fees for services posted through November 15, 2019 Expenses and Other Items posted through November 15, 2019 5,455.00 0.00 Total Amount Due:$5,455.00 Checks should be made payable to Allen Boone Humphries Robinson LLP Please include the invoice number on your check Total amount payable in U.S.dollars Allen Boone Humphries Robinson LLP PO Box 4346 Department 90 Houston, TX 77210-4346 Please return this page with your payment to the remittance address below: 10 11 12 13 14 15 16 17 18 19 20 Invoice Date:1/1/2020 Invoice # :3037 Bill To: City of Pearland Tax Increment Reinvestment Zone 2 3519 Liberty Dr. Pearland, TX 77581 Terms:Due on receipt Thank you for your business. Phone # (713) 647-9880 Fax: (713) 647-6448 Web Site www.marshdarcypartners.com Total Due Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, Texas 77024 DateItemDescription#Rate Amount 12/16/2019Sue Darcy Conv/ Cynthia Pearson re: fiscal impact of zone's termination and predictive analysis model; conv/ w/ Lynne Humphries re: same; update Alan Mueller re: same; review and respond to emails re: same. 0.5 215.00 107.50 12/18/2019Sue Darcy Discuss w/ Alan Mueller issues and option for developing analytical approach to evaluating impact of TIRZ termination on City's tax rate; follow up w/ David Patterson of Assessments of SW re: meeting to discuss same; coordinate and schedule date for meeting . 0.75 215.00 161.25 12/5/2019Alan Mueller Compile and send consultant invoices to committee for review; update tracking sheet 0.5 195.00 97.50 12/9/2019Alan Mueller Attend city council meeting for budget amendment and LFA approvals 1.5 195.00 292.50 12/10/2019Alan Mueller Process invoices for committee 0.25 195.00 48.75 12/20/2019Alan Mueller Compile and send invoices to committee; miscellaneous correspondence with City staff 0.5 195.00 97.50 12/23/2019Alan Mueller Update financial projection for latest year-end data 5.5 195.00 1,072.50 12/27/2019Alan Mueller Update financial projection for latest year-end data 3 195.00 585.00 12/30/2019Alan Mueller Update LFA reimbursement sequence and transmit to McGrath; process consultant invoices, transmit to city, and update tracking spreadsheet 0.75 195.00 146.25 12/11/2019Jan Buehler Email to Maria Rodriguez/City re 2018 TIRZ Annual Report for Council receipt; request agenda item. 0.25 80.00 20.00 12/18/2019Jan Buehler Respond to request from Alan Mueller re TIRZ Annual Reports presented to City Council; researched emails to Young Lorfing re 2017 report. 0.25 80.00 20.00 $2,648.75 21 Taxpayer ID 74-3091731 February 04, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ms. Jan Buehler Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, TX 77024 Client/Matter:PRZ002-01 Statement Number:108798 Billing Attorney:Lynne B. Humphries General Professional Fees Fees for services posted through January 17, 2020, as follows: Date Professional Hours 11/11/19 Erika Smiley Work on reimbursement to Shadow Creek Retail, L.P.0.50 11/12/19 Erika Smiley Work on reimbursement for Shadow Creek Retail 1.50 11/15/19 Lynne B. Humphries Work with auditor on getting the TIRZ LFA chart updated to include the new reimbursement to Shadow Creek Retail 0.25 11/18/19 Erika Smiley Work on Shadow Creek Retail Reimbursement; correspondence regarding Letter Financing Agreement schedule and receipt with Transwestern 1.50 11/19/19 Erika Smiley Work on reimbursement matters; Correspondence with McGrath regarding Recapitulation of Amounts due to Developers. 1.00 11/19/19 Lynne B. Humphries Receive and review signed receipt from Transwestern for Shadow Creek Retail reimbursement and provide guidance and instructions as to release of reimbursement 0.50 11/20/19 Erika Smiley Work on reimbursement for Shadow Creek Retail.0.50 11/20/19 Lynne B. Humphries Work on pending zone business.0.25 12/10/19 Erika Smiley Correspondence with Engineer regarding Storm Sewer Easement. 0.50 12/10/19 Lynne B. Humphries Work related to the request from LJA for a storm sewer easement needed for a TIRZ 2 project (Shadow Creek Ranch collector roads) 0.25 12/12/19 Erika Smiley Correspondence with LJA regarding Storm Sewer Easement 0.50 12/16/19 Lynne B. Humphries Receive and review question from City about ending preparations for the TIRZ and effect on values of the City for truth in taxation; Discuss same with Sue Darcy 0.50 Allen Boone Humphries Robinson LLP February 04, 2020 22 Total Fees:1,641.25 Expenses and Other Items Expenses and Other Items posted through January 17, 2020, as follows: 10/28/19 TFD Courier charges: Marsh Darcy Partners 19.00 Total Expenses and Other Items:19.00 RATE SUMMARY Professional Title Rate Hours Amount Lynne B. Humphries Partner 355.00 1.75 621.25 Erika Smiley Legal Assistant 170.00 6.00 1,020.00 Total Fees:$1,641.25 Total Expenses and Other Items:$19.00 Total Amount Due:$1,660.25 Allen Boone Humphries Robinson LLP February 04, 2020 Reinvestment Zone No. 2, City of Pearland, Texas PRZ002-01 Page: 2 Statement Number: 108798 23 To contact the ABHR Billing Department, please call 713-860-6400 or email at billing@abhr.com February 04, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Client/Matter:PRZ002-01 Statement Number:108798 Billing Attorney:Lynne B. HumphriesGeneral REMITTANCE PAGE Fees for services posted through January 17, 2020 Expenses and Other Items posted through January 17, 2020 1,641.25 19.00 Total Amount Due:$1,660.25 Checks should be made payable to Allen Boone Humphries Robinson LLP Please include the invoice number on your check Total amount payable in U.S.dollars Allen Boone Humphries Robinson LLP PO Box 4346 Department 90 Houston, TX 77210-4346 Please return this page with your payment to the remittance address below: 24 25 26 Taxpayer ID 74-3091731 February 25, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ms. Jan Buehler Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, TX 77024 Client/Matter:PRZ002-01 Statement Number:109378 Billing Attorney:Lynne B. Humphries General Professional Fees Fees for services posted through February 14, 2020, as follows: Date Professional Hours 01/22/20 Erika Smiley Correspondence regarding zone termination date and follow up work 0.50 01/30/20 Lynne B. Humphries receive and review concern expressed by Alvin ISD about the impact of the new tax law on the ISD's ability to continue to participate in the TIRZ and forward for review and respond to Marsh Darcy as Zone Administrator 0.50 02/05/20 Erika Smiley Correspondence with LJA regarding Storm Sewer Easement for TIRZ Improvement 0.50 02/07/20 Lynne B. Humphries Work and discussions related to questions from the City of Pearland, Texas about impact of SB 2 on the TIRZ dissolution and City tax calculations, and regarding questions raised by Director King on behalf of Alvin ISD related to SB 3 and impact on TEA funding related to TIRZ contribution and participation 1.00 02/11/20 Erika Smiley Correspondence with Transwestern regarding tax document request 0.50 02/11/20 Lynne B. Humphries Receive and review update from Alan Mueller, Zone Administrator, regarding AISD concern about impact of SB 3 on TEA payment and assurances that the TIRZ participation is not changed 0.25 02/12/20 Allison Mayer Research and forward letter financing agreement with city of pearland as requested. 0.25 Total Fees:900.00 Allen Boone Humphries Robinson LLP February 25, 2020 27 RATE SUMMARY Professional Title Rate Hours Amount Lynne B. Humphries Partner 355.00 1.75 621.25 Allison Mayer Records Clerk 95.00 0.25 23.75 Erika Smiley Legal Assistant 170.00 1.50 255.00 Total Fees:$900.00 Total Expenses and Other Items:$0.00 Total Amount Due:$900.00 Allen Boone Humphries Robinson LLP February 25, 2020 Reinvestment Zone No. 2, City of Pearland, Texas PRZ002-01 Page: 2 Statement Number: 109378 28 To contact the ABHR Billing Department, please call 713-860-6400 or email at billing@abhr.com February 25, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Client/Matter:PRZ002-01 Statement Number:109378 Billing Attorney:Lynne B. HumphriesGeneral REMITTANCE PAGE Fees for services posted through February 14, 2020 Expenses and Other Items posted through February 14, 2020 900.00 0.00 Total Amount Due:$900.00 Checks should be made payable to Allen Boone Humphries Robinson LLP Please include the invoice number on your check Total amount payable in U.S.dollars Allen Boone Humphries Robinson LLP PO Box 4346 Department 90 Houston, TX 77210-4346 Please return this page with your payment to the remittance address below: 29 INVOICE Marsh Darcy Partners, Inc.Invoice # :3080 8955 Katy Freeway, Suite 215 Houston, Texas 77024 Date:3/1/2020 Bill To: City of Pearland Tax Increment Reinvestment Zone 2 3519 Liberty Dr.Terms: Pearland, TX 77581 Item Description #Rate Date Amount Sue Darcy Review and monitor various emails re: 1/1/2020 values and review of same for update of financing model between Alan Mueller and City staff. 0.50 215.00 2/5/2020 107.50$ Sue Darcy Review and monitor emails between City staff and Alan Mueller re: 1/1/20 tax value 0.25 215.00 2/10/2020 53.75$ Sue Darcy Review, respond, and monitor emails re: AISD supplemental payments under HB3 new rules and re: 1/1/2020 values; follow up w/ Alan Mueller re: same. 0.50 215.00 2/11/2020 107.50$ Alan Mueller Process invoices for committee review and update tracking sheet 0.25 195.00 2/7/2020 48.75$ Alan Mueller Review 1/1/20 estimate of value and send questions to ASW 0.25 195.00 2/10/2020 48.75$ Alan Mueller Conference with Sue Darcy regarding supplemental payment and effective tax rate research 0.25 195.00 2/12/2020 48.75$ Jan Buehler Prepare transmittal of 2019 TIRZ Annual Report, mail with report to Texas Comptroller with Form 50-806; email Annual Report to Brazoria County Judge, Fort Bend County Judge, Alvin ISD Trustees. Respond to request from Alvin ISD Mary Anne McWhirter per Superintendent to ask Sue Darcy to present Annual Report at April 14th Trustees board meeting; confirmed. 0.5 80.00 2/26/2020 40.00$ 455.00$ Thank you for your business Phone: (713) 647-9880 Due on receipt TOTAL DUE 30 Assessments of the Southwest, Inc. P.O. Box 1368 Friendswood, TX 77549-1368 (281)482-0216 aswmail@aswtax.com BILL TO City of Pearland - TIRZ 2 c/o Marsh Darcy 8955 Katy Freeway, Suite 215 Houston, TX 77024 INVOICE 7179 DATE 04/01/2018 TERMS Net 30 DUE DATE 05/01/2018 ACTIVITY QTY RATE AMOUNT CAD Reimburse Payment to Appraisal District for Certificate of Value for T2CIC 1 200.00 200.00 CAD Reimburse Payment to Appraisal District for Certificate of Value for T3CMV 1 200.00 200.00 TOTAL DUE $400.00 1 Assessments of the Southwest, Inc. P.O. Box 1368 Friendswood, TX 77549-1368 (281)482-0216 aswmail@aswtax.com BILL TO City of Pearland - TIRZ 2 c/o Marsh Darcy 8955 Katy Freeway, Suite 215 Houston, TX 77024 INVOICE 8133 DATE 07/01/2019 TERMS Net 30 DUE DATE 07/31/2019 ACTIVITY QTY RATE AMOUNT Assessor Work Assessor Work: Certified breakout 2019 Prelim vs 2018 Values 4.50 100.00 450.00 CAD Reimburse Payment to Appraisal District: BCAD Estimate of Value as of January 1, 2019 1 200.00 200.00 TOTAL DUE $650.00 2 Assessments of the Southwest, Inc. P.O. Box 1368 Friendswood, TX 77549-1368 (281)482-0216 aswmail@aswtax.com BILL TO City of Pearland - TIRZ 2 c/o Marsh Darcy 8955 Katy Freeway, Suite 215 Houston, TX 77024 INVOICE 8528 DATE 03/05/2020 TERMS Net 30 DUE DATE 04/04/2020 ACTIVITY QTY RATE AMOUNT CAD Reimburse Payment to Appraisal District - FBCAD 1 530.00 530.00 CAD Reimburse Payment to Appraisal District - BCAD 1 200.00 200.00 TOTAL DUE $730.00 3 INVOICE Marsh Darcy Partners, Inc.Invoice # :3131 8955 Katy Freeway, Suite 215 Houston, Texas 77024 Date:4/1/2020 Bill To: City of Pearland Tax Increment Reinvestment Zone 2 3519 Liberty Dr.Terms: Pearland, TX 77581 Item Description #Rate Date Amount Sue Darcy Conv/ Alan re: AISD request for in-person presentation of annual report; follow up re: w/ Cynthia Pearson re: same and attendance by city staff, etc.; review and respond to various emails, re: same. 0.50 215.00 3/6/2020 107.50$ Sue Darcy Review and discuss w/ Alan Mueller email from AISD re: questions for April 14 presentation of Annual Report; discuss status follow up on zone termination fiscal impact analysis by AWS w/ Alan, etc. 0.50 215.00 3/18/2020 107.50$ Sue Darcy Review final revisions to responses to AISD questions for annual report presentation; relay same to Alan Mueller and conv/ re; same. 0.50 215.00 3/25/2020 107.50$ Alan Mueller Invoice processing and record keeping 0.5 195.00 3/2/2020 97.50$ Alan Mueller Process consultant invoices for committee review 0.25 195.00 3/4/2020 48.75$ Alan Mueller Update invoice tracking summary and submit invoices for payment; correspondence with ASW regarding invoice questions 0.5 195.00 3/11/2020 97.50$ Alan Mueller Research and process prior year ASW invoices. Research and follow up on unpaid invoice for ABHR from 2019 1 195.00 3/19/2020 195.00$ Alan Mueller Research and respond to questions from AISD Superintendent 1.25 195.00 3/19/2020 243.75$ Alan Mueller Invoice committee coordination, update tracking sheet, submit invoices for payment 0.25 195.00 3/23/2020 48.75$ Jan Buehler Received from ASW/Shari Tuckwell invoices unpaid; forward to Alan Mueller for review, processing. 0.25 80.00 3/5/2020 20.00$ Jan Buehler Email exchange with Mary Anne McWhirter/Alvin ISD re: 2018 TIRZ annual report for 04.14.20 board meeting; also re Sue Darcy presentation notes. 0.25 80.00 3/30/2020 20.00$ 1,093.75$ Thank you for your business Phone: (713) 647-9880 Due on receipt TOTAL DUE 4 Taxpayer ID 74-3091731 April 17, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ms. Jan Buehler Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, TX 77024 Client/Matter:PRZ002-01 Statement Number:110651 Billing Attorney:Lynne B. Humphries General Professional Fees Fees for services posted through April 10, 2020, as follows: Date Professional Hours 03/18/20 Lynne B. Humphries Receive and review question from Trent Epperson regarding question about equipping fire station no. 8 which is a TIRZ project and respond to him 0.25 03/19/20 Timothy Austin Provide guidance and advice regarding use of increment to fund City Fire Station Equipment. 0.25 Total Fees:177.50 RATE SUMMARY Professional Title Rate Hours Amount Timothy Austin Partner 355.00 0.25 88.75 Lynne B. Humphries Partner 355.00 0.25 88.75 Total Fees:$177.50 Total Expenses and Other Items:$0.00 Total Amount Due:$177.50 Allen Boone Humphries Robinson LLP April 17, 2020 5 To contact the ABHR Billing Department, please call 713-860-6400 or email at billing@abhr.com April 17, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Client/Matter:PRZ002-01 Statement Number:110651 Billing Attorney:Lynne B. HumphriesGeneral REMITTANCE PAGE Fees for services posted through April 10, 2020 Expenses and Other Items posted through April 10, 2020 177.50 0.00 Total Amount Due:$177.50 Checks should be made payable to Allen Boone Humphries Robinson LLP Please include the invoice number on your check Total amount payable in U.S.dollars Allen Boone Humphries Robinson LLP PO Box 4346 Department 90 Houston, TX 77210-4346 Please return this page with your payment to the remittance address below: 6 Taxpayer ID 74-3091731 March 24, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ms. Jan Buehler Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, TX 77024 Client/Matter:PRZ002-01 Statement Number:110035 Billing Attorney:Lynne B. Humphries General Professional Fees Fees for services posted through March 13, 2020, as follows: Date Professional Hours 02/17/20 Brooke Mirabi Review metes and bounds descriptions and associated sketches for a storm sewer easement (0.147 acre), review ownership and lien certificates, including conveyance and encumbrance documents of the same, review Texas Secretary of State website for owner-entity information; draft Storm Sewer Easement (0.147 Acre); prepare and finalize same, including exhibits 2.25 02/17/20 Erika Smiley Correspondence with Transwestern regarding Shadow Creek Ranch. Work on Storm Sewer Easement. 0.50 02/17/20 Lynne B. Humphries Work on the easement needed for the TIRZ (granted to the City of Pearland, Texas) 0.25 02/18/20 Anne Newtown Work on pending storm sewer easement.0.50 02/18/20 Brooke Mirabi Review documents pertaining to storm sewer easement and provide requested information 0.50 02/18/20 Lynne B. Humphries Work related to easement and priority of reimbursement 0.25 02/19/20 Brooke Mirabi Correspondence pertaining to storm sewer easement (0.147 acre) 0.25 02/20/20 Anne Newtown Work on pending sanitary control easement 0.25 02/20/20 Brooke Mirabi Correspondence pertaining to storm sewer easement (0.147 acre); revise Storm Sewer Easement (0.14 Acre); prepare and finalize same, including exhibits; correspondence pertaining to execution instructions of the same; review correspondence pertaining to execution requests; provide information pertaining to the same 1.25 02/20/20 Lynne B. Humphries work related to the storm sewer easement and City acceptance of same for the TIRZ improvement 0.25 02/21/20 Erika Smiley Attention to Zone matters regarding Storm Sewer 0.25 Allen Boone Humphries Robinson LLP March 24, 2020 7 Easement 02/28/20 Erika Smiley Correspondence with LJA regarding Storm Sewer Easement. 0.25 03/06/20 Lynne B. Humphries work and discussions related to the question the City raised about impact to city tax rate calculations when the TIRZ terminates 0.25 Total Fees:2,300.00 RATE SUMMARY Professional Title Rate Hours Amount Lynne B. Humphries Partner 355.00 1.00 355.00 Brooke Mirabi Attorney 355.00 4.25 1,508.75 Anne Newtown Of Counsel 355.00 0.75 266.25 Erika Smiley Legal Assistant 170.00 1.00 170.00 Total Fees:$2,300.00 Total Expenses and Other Items:$0.00 Total Amount Due:$2,300.00 Allen Boone Humphries Robinson LLP March 24, 2020 Reinvestment Zone No. 2, City of Pearland, Texas PRZ002-01 Page: 2 Statement Number: 110035 8 To contact the ABHR Billing Department, please call 713-860-6400 or email at billing@abhr.com March 24, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Client/Matter:PRZ002-01 Statement Number:110035 Billing Attorney:Lynne B. HumphriesGeneral REMITTANCE PAGE Fees for services posted through March 13, 2020 Expenses and Other Items posted through March 13, 2020 2,300.00 0.00 Total Amount Due:$2,300.00 Checks should be made payable to Allen Boone Humphries Robinson LLP Please include the invoice number on your check Total amount payable in U.S.dollars Allen Boone Humphries Robinson LLP PO Box 4346 Department 90 Houston, TX 77210-4346 Please return this page with your payment to the remittance address below: 9 10 11 12 13 INVOICE Marsh Darcy Partners, Inc.Invoice # :3156 8955 Katy Freeway, Suite 215 Houston, Texas 77024 Date:6/1/2020 Bill To: City of Pearland Tax Increment Reinvestment Zone 2 3519 Liberty Dr.Terms: Pearland, TX 77581 Item Description #Rate Date Amount Alan Mueller Compile and transmit invoices to city for payment 0.50 195.00 5/1/2020 97.50$ Alan Mueller Work on annual report 1.00 195.00 5/4/2020 195.00$ Alan Mueller Review preliminary 2020 value data from city; prepare comparison to model; correspondence with city staff 1.50 195.00 5/5/2020 292.50$ Alan Mueller Compare actual FY 20 increment received to projection; correspondence with city staff 1.00 195.00 5/6/2020 195.00$ Alan Mueller Work on annual report and comparison of preliminary 2020 values 1.00 195.00 5/19/2020 195.00$ Alan Mueller Work on mid-year update of financial model 5.00 195.00 5/28/2020 975.00$ Alan Mueller Work on update of model and correspondence with city and builders for data requests 2.00 195.00 5/29/2020 390.00$ Jan Buehler 2019 TIRZ Annual Report draft: assist Alan Mueller formatting for final draft; complete. 0.50 80.00 5/20/2020 40.00$ TOTAL DUE 2,380.00$ Thank you for your business Phone: (713) 647-9880 Due on receipt Page 1 of 1 14 Taxpayer ID 74-3091731 June 26, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ms. Jan Buehler Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, TX 77024 Client/Matter:PRZ002-01 Statement Number:112243 Billing Attorney:Lynne B. Humphries General Professional Fees Fees for services posted through June 12, 2020, as follows: Date Professional Hours 04/24/20 Lynne B. Humphries Receive question from Orrick, the co-tax attorney on the TIRZ, regarding city funded projects and desired city reimbursement 0.25 04/27/20 Erika Smiley Correspondence with LJA regarding Storm Sewer Easement for TIRZ Improvement and submit for preparation 0.50 04/27/20 Lynne B. Humphries Receive and review question from City's outside attorney Rick Witte's law firm about interest payment owed for City pre-financed TIRZ projects; provide responsive information about interest rate and number of years the City is entitled to interest, and confirm the rate is 6.5% 0.50 04/28/20 Sarah A. Shannon Attention to receipt of metes and bounds and ownership and lien certificate for easement dedication. Coordinate file for review and review same. Attention to drafting of Storm Sewer Easement (0.058 Acre) and format exhibits for same. Attention to grantor entity research. 1.75 05/05/20 Kelsie Wade Review, sort, and sent documents to city in accordance with Records Management Act and District's Records Management Policy. 0.25 05/11/20 Brooke Mirabi Review documents and materials, including ownership and lien certificates, and conveyance and encumbrance documents, for storm sewer easement (0.058 acre); review director lot special warranty deeds pertaining to the same 1.75 05/12/20 Brooke Mirabi Review finalized storm sewer easement (0.058 acre); correspondence pertaining to same and previous storm sewer easement 0.50 05/12/20 Erika Smiley Attention to Zone matters regarding the 0.058 acre Storm Sewer Easement. 0.25 Allen Boone Humphries Robinson LLP June 26, 2020 1 05/12/20 Sarah A. Shannon Attention to revisions and finalize Storm Sewer Easement (0.058 Acre). Attention to execution instructions and Grantor and Grantee information 0.50 05/19/20 Erika Smiley Correspondence with A. Casey with LJA regarding Storm Sewer Easement (0.058 Acre.) 0.25 06/04/20 Lynne B. Humphries Receive and review notice of release of lien for the easements and provide guidance and instructions regarding same 0.25 06/05/20 Erika Smiley Correspondence with Zone engineer regarding easements, distribute for preparation. 0.25 06/05/20 Sarah A. Shannon Attention to receipt of recorded Release in Full by Lienholder regarding easement dedications and coordinate update of ownership and lien certificate for same. 0.50 Total Fees:1,857.50 RATE SUMMARY Professional Title Rate Hours Amount Lynne B. Humphries Partner 355.00 1.00 355.00 Brooke Mirabi Attorney 355.00 2.25 798.75 Sarah A. Shannon Legal Assistant 170.00 2.75 467.50 Erika Smiley Legal Assistant 170.00 1.25 212.50 Kelsie Wade Records Clerk 95.00 0.25 23.75 Total Fees:$1,857.50 Total Expenses and Other Items:$0.00 Total Amount Due:$1,857.50 Allen Boone Humphries Robinson LLP June 26, 2020 Reinvestment Zone No. 2, City of Pearland, Texas PRZ002-01 Page: 2 Statement Number: 112243 2 To contact the ABHR Billing Department, please call 713-860-6400 or email at billing@abhr.com June 26, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Client/Matter:PRZ002-01 Statement Number:112243 Billing Attorney:Lynne B. HumphriesGeneral REMITTANCE PAGE Fees for services posted through June 12, 2020 Expenses and Other Items posted through June 12, 2020 1,857.50 0.00 Total Amount Due:$1,857.50 Checks should be made payable to Allen Boone Humphries Robinson LLP Please include the invoice number on your check Total amount payable in U.S.dollars Allen Boone Humphries Robinson LLP PO Box 4346 Department 90 Houston, TX 77210-4346 Please return this page with your payment to the remittance address below: 3 INVOICE Marsh Darcy Partners, Inc.Invoice # :3172 8955 Katy Freeway, Suite 215 Houston, Texas 77024 Date:7/1/2020 Bill To: City of Pearland Tax Increment Reinvestment Zone 2 3519 Liberty Dr.Terms: Pearland, TX 77581 Item Description #Rate Date Amount Sue Darcy Review and monitor various emails from Alan Mueller to Rhonda Daugherty re: AISD suspenses fund and timing of release of funds for same per interlocal agreement, etc. 0.25 215.00 6/1/2020 53.75$ Sue Darcy Conv/ Alan Mueller re: outcomes from meeting with city finance staff; review and monitor various emails re: update to financial model and coordination of model update meeting in August time frame. 0.50 215.00 6/22/2020 107.50$ Alan Mueller Research AISD suspense fund requirements and respond to city questions. 0.75 195.00 6/1/2020 146.25$ Alan Mueller Compile and transmit invoices to committee for review.0.25 195.00 6/8/2020 48.75$ Alan Mueller Transmit invoices to city for payment; update tracking sheet. 0.25 195.00 6/9/2020 48.75$ Alan Mueller Run estimate of TIRZ/DAP transfer and prepare for meeting with city staff. 2.00 195.00 6/15/2020 390.00$ Alan Mueller Conference call with city staff regarding funds release estimate; work on mid-year model update. 1.50 195.00 6/17/2020 292.50$ Alan Mueller Work on update of financial projection model.1.25 195.00 6/18/2020 243.75$ Alan Mueller Finalize and transmit May 31 model update to City.1.50 195.00 6/19/2020 292.50$ TOTAL DUE 1,623.75$ Thank you for your business Phone: (713) 647-9880 Due on receipt Page 1 of 1 4 Taxpayer ID 74-3091731 July 24, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ms. Jan Buehler Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, TX 77024 Client/Matter:PRZ002-01 Statement Number:112799 Billing Attorney:Lynne B. Humphries General Professional Fees Fees for services posted through July 17, 2020, as follows: Date Professional Hours 06/15/20 Erika Smiley Correspondence with LJA regarding storm sewer easements including compiling exhibits and related documents to drafting easements for review 0.75 06/16/20 Sarah A. Shannon Attention to review of revised ownership and lien certificates and attention revisions to ands Storm Sewer Easement (0.058 Acre) and Storm Sewer Easement (0.147 Acre) 0.50 06/22/20 Lynne B. Humphries Work on pending Zone business in anticipation of meeting this fall. 0.25 Total Fees:301.25 RATE SUMMARY Professional Title Rate Hours Amount Lynne B. Humphries Partner 355.00 0.25 88.75 Sarah A. Shannon Legal Assistant 170.00 0.50 85.00 Erika Smiley Legal Assistant 170.00 0.75 127.50 Total Fees:$301.25 Total Expenses and Other Items:$0.00 Total Amount Due:$301.25 Allen Boone Humphries Robinson LLP July 24, 2020 5 To contact the ABHR Billing Department, please call 713-860-6400 or email at billing@abhr.com July 24, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Client/Matter:PRZ002-01 Statement Number:112799 Billing Attorney:Lynne B. HumphriesGeneral REMITTANCE PAGE Fees for services posted through July 17, 2020 Expenses and Other Items posted through July 17, 2020 301.25 0.00 Total Amount Due:$301.25 Checks should be made payable to Allen Boone Humphries Robinson LLP Please include the invoice number on your check Total amount payable in U.S.dollars Allen Boone Humphries Robinson LLP PO Box 4346 Department 90 Houston, TX 77210-4346 Please return this page with your payment to the remittance address below: 6 Thank you for your business. Page 1 of 2 MARSH DARCY PARTNERS, INC. 8955 Katy Freeway, Suite 215 Houston, TX 77024 713.647.9880 jbuehler@marshdarcypartners.com www.marshdarcypartners.com INVOICE BILL TO City of Pearland Tax Increment Reinvestment Zone 2 3519 Liberty Dr. Pearland, TX 77581 INVOICE 3194 DATE 08/01/2020 TERMS Due on receipt PROJECT: TIRZ 2 ITEM DESCRIPTION # RATE DATE AMOUNT Charges Alan Mueller Respond to two developer inquiries regarding reimbursement projections and procedures. 0.50 195.00 07/01/2020 97.50 Alan Mueller Compile and transmit invoices to committee for review 0.25 195.00 07/06/2020 48.75 Billable Time Sue Darcy Review and monitor emails re: Transwestern developer reimbursement projections in latest model update. 0:15 215.00 07/01/2020 53.75 Sue Darcy Review and respond to Rhonda Daugherty email re: board packets for city's website; discuss same w/ Jan Buehler; monitor emails re: same. 0:30 215.00 07/14/2020 107.50 Jan Buehler Respond to request from Rhonda Daugherty/COPL: Provide DropBox links of TIRZ 2 Board Packets 10.23.17, 06.18.18, 09.24.18, 10.28.19 to her and Melanie Lawson. 0:30 80.00 07/14/2020 40.00 Alan Mueller Update model and disbursement estimate with June actual data. 0:45 195.00 07/20/2020 146.25 Alan Mueller Research question from LJA regarding unpaid invoices. Prepare comparison of predicted vs actual increment received for city meeting 2:30 195.00 07/23/2020 487.50 Alan Mueller Update TIRZ/DAP transfer projection and transmit to city 1:15 195.00 07/24/2020 243.75 Alan Mueller Respond to city staff questions regarding TIRZ and DAP Board meetings and work on draft TIRZ Board agenda 0:45 195.00 07/24/2020 146.25 Alan Mueller Research and respond to city staff questions regarding calculation of administrative 0:45 195.00 07/30/2020 146.25 7 Thank you for your business. Page 2 of 2 payment Alan Mueller Research further questions regarding Development Agreement and Tri-Party Agreement and refer to attorney for further comment 0:30 195.00 07/31/2020 97.50 BALANCE DUE $1,615.00 8 Taxpayer ID 74-3091731 August 31, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ms. Jan Buehler Marsh Darcy Partners, Inc. 8955 Katy Freeway, Suite 215 Houston, TX 77024 Client/Matter:PRZ002-01 Statement Number:113648 Billing Attorney:Lynne B. Humphries General Professional Fees Fees for services posted through August 14, 2020, as follows: Date Professional Hours 08/03/20 Lynne B. Humphries Receive and review request from City of Pearland, Texas for schedule for fall Board of Directors meeting and respond and begin preparation for meeting 0.25 08/11/20 Cheryl Panozzo Discussion with Cindy McGill regarding reimbursement for paid invoices from Storm Water Solutions 0.25 08/12/20 Lynne B. Humphries Work related to City's request for update on history of the Zone and schedule for same; Receive and review question from TIRZ landowner with Financing Agreement about TIRZ payment, auditing and reimbursement process and forward to the Zone engineer to answer questions; receive response from Engineer after he talked to landowner 0.50 Total Fees:308.75 RATE SUMMARY Professional Title Rate Hours Amount Lynne B. Humphries Partner 355.00 0.75 266.25 Cheryl Panozzo Legal Assistant 170.00 0.25 42.50 Total Fees:$308.75 Total Expenses and Other Items:$0.00 Total Amount Due:$308.75 Allen Boone Humphries Robinson LLP August 31, 2020 9 To contact the ABHR Billing Department, please call 713-860-6400 or email at billing@abhr.com August 31, 2020 REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Client/Matter:PRZ002-01 Statement Number:113648 Billing Attorney:Lynne B. HumphriesGeneral REMITTANCE PAGE Fees for services posted through August 14, 2020 Expenses and Other Items posted through August 14, 2020 308.75 0.00 Total Amount Due:$308.75 Checks should be made payable to Allen Boone Humphries Robinson LLP Please include the invoice number on your check Total amount payable in U.S.dollars Allen Boone Humphries Robinson LLP PO Box 4346 Department 90 Houston, TX 77210-4346 Please return this page with your payment to the remittance address below: 10 Thank you for your business. Page 1 of 2 MARSH DARCY PARTNERS, INC. 8955 Katy Freeway, Suite 215 Houston, TX 77024 713.647.9880 INVOICE BILL TO City of Pearland Tax Increment Reinvestment Zone 2 3519 Liberty Dr. Pearland, TX 77581 INVOICE 3217 DATE 09/01/2020 TERMS Due on receipt PROJECT: TIRZ 2 ITEM DESCRIPTION # RATE DATE AMOUNT Alan Mueller Prepare for city staff review meeting; respond to various questions and requests; begin organizing consultants for annual Board meeting 3:00 195.00 08/03/2020 585.00 Sue Darcy Review, respond, and monitor various emails re: formula for calculation of administrative expense as expressed in various documents; conv/ Alan Mueller re: same. 0:30 215.00 08/03/2020 107.50 Alan Mueller Prepare for city staff review meeting; respond to various questions; update projections with latest data 2:30 195.00 08/04/2020 487.50 Alan Mueller Update and distribute materials for city staff review meeting; compile and send monthly invoices 1:15 195.00 08/05/2020 243.75 Alan Mueller Prepare for and lead conf/call w/ Sue Darcy, John Robuck, and City staff, re: annual update on financing model and outcomes, scheduling of both TIRZ and DAP meetings. etc. 2:00 195.00 08/06/2020 390.00 Sue Darcy Participate in conf/call w/ Alan Mueller, John Robuck, and City staff, re: annual update on financing model and outcomes, scheduling of both TIRZ and DAP meetings. etc. 1:45 215.00 08/06/2020 376.25 Alan Mueller Phone call with Board member regarding TIRZ Plan amendment procedures 0:15 195.00 08/10/2020 48.75 Jan Buehler Email exchange with Alan Mueller re 0:30 80.00 08/11/2020 40.00 11 Thank you for your business. Page 2 of 2 meeting date. Received responses from directors for 9/21 rpm. Email exchange with Lynne Humphries re alternate meeting date from 9/1 to 9/23 or 9/25; or consider week 9/14. Alan Mueller Review and crosscheck TIRZ admin fee calculation; process monthly invoices and record keeping; review and respond to various emails 1:30 195.00 08/18/2020 292.50 Jan Buehler Email exchange with Lynne Humphries, Alan Mueller re revised meeting date of 09.23.2020 4pm. Email to Directors re new meeting date availability; received responses. 0:30 80.00 08/19/2020 40.00 Jan Buehler Email exchange with Alan Mueller to review Board Rosters for current members to email for 9/23 meeting attendance. 0:30 80.00 08/19/2020 40.00 Jan Buehler Responded to request from Carla Campbell: completed spreadsheet of 10/28/19 Board of Directors meeting attendance. 0:30 80.00 08/20/2020 40.00 Alan Mueller Correspondence and work on items for Board agenda 0:30 195.00 08/21/2020 97.50 Jan Buehler Email to Board of Directors/Consultants/City Staff: confirm board meeting via teleconference 09.23.2020 at 4pm. 0:15 80.00 08/21/2020 20.00 Alan Mueller Work on compiling items for board meeting 0:30 195.00 08/25/2020 97.50 Alan Mueller Work on financial proejction update 4:00 195.00 08/27/2020 780.00 Alan Mueller Work on financial projection update; respond to open records request. 4:45 195.00 08/28/2020 926.25 Alan Mueller Work on compiling materials for Board agenda 0:45 195.00 08/31/2020 146.25 BALANCE DUE $4,758.75 12 Total Amount Due $500.50 Ross, James 3.50 143.00 $500.50 Department Head Subtotal 5.00 $500.50 Professional Services Billed Hours Billed Rate Current Billed Total For Phase: 010 $500.50 T&M Phase: 010 - Coordination (TIRZ) 2929 Briarpark Drive Suite 600 Houston, TX 77042 Bill To: Accounts Payable Pearland TIRZ #2 c/o City of Pearland 3519 Liberty Drive Pearland, TX 77581 Phone 713.953.5200 Fax 713.953.5026 www.lja.com Remit Payment To: LJA Engineering, Inc. 2929 Briarpark Drive, Suite 600 Houston, TX 77042 Invoice No: 201814104 September 14, 2018 Project No: 1546-0000 Pearland TIRZ #2 Prj. Coord. Services For services through 8/31/2018 13 Project 1546-0000 Pearland TIRZ #2 Prj. Coord. Services Invoice 201814104 Page 2 of 2 Total Time and Material Fees $500.50 Total Amount Due $500.50 James Ross T304304 08/03/18 2.5000 $143.0000 $357.50 Reimbursement package for LFA 14-06-002 James Ross T307299 08/30/18 1.0000 $143.0000 $143.00 LFA 14-06-002 reimbursement coordination Department Head Professional Services Date Billed Hours Billed Rate Current Billed Total For Phase: 010 $500.50 T&M Phase: 010 - Coordination (TIRZ) BILLING BACKUP Friday, September 14, 2018 11:29:43 AM 14 Total Amount Due $467.15 Mileage $38.15 Subtotal $38.15 Reimbursable Expenses Current Billed Total For Phase: Z99 $38.15 T&M Phase: Z99 - Reimbursable Expenses Ross, James 3.00 143.00 $429.00 Department Head Subtotal 3.00 $429.00 Professional Services Billed Hours Billed Rate Current Billed Total For Phase: 010 $429.00 T&M Phase: 010 - Coordination (TIRZ) 2929 Briarpark Drive Suite 600 Houston, TX 77042 Bill To: Accounts Payable Pearland TIRZ #2 c/o City of Pearland 3519 Liberty Drive Pearland, TX 77581 Phone 713.953.5200 Fax 713.953.5026 www.lja.com Remit Payment To: LJA Engineering, Inc. 2929 Briarpark Drive, Suite 600 Houston, TX 77042 Invoice No: 201818375 November 09, 2018 Project No: 1546-0000 Pearland TIRZ #2 Prj. Coord. Services For services through 10/26/2018 15 Project 1546-0000 Pearland TIRZ #2 Prj. Coord. Services Invoice 201818375 Page 2 of 2 Total Time and Material Fees $467.15 Total Amount Due $467.15 James Ross E22527 09/24/18 70.0000 $0.5450 $38.15 TIRZ Meeting Mileage Reimbursable Expenses Invoice Number Date Quantity Unit Rate Current Billed Total For Phase: Z99 $38.15 T&M Phase: Z99 - Reimbursable Expenses LFA 14-06-002 Reimbursement Package James Ross T310987 10/04/18 1.0000 $143.0000 $143.00 James Ross T310987 10/03/18 2.0000 $143.0000 $286.00 LFA 14-06-002 Reimbursement Package Department Head Professional Services Date Billed Hours Billed Rate Current Billed Total For Phase: 010 $429.00 T&M Phase: 010 - Coordination (TIRZ) BILLING BACKUP Friday, November 9, 2018 11:59:33 AM 16 887573 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. 1 887573 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. 2 CITY OF PEARLAND, TEXAS (SHADOW CREEK RANCH) ATTEST: By: Chairman, Board of Directors By: Secretary, Board of Directors 2 887573 PASSED AND APPROVED this ______ day of ______________, 2020. CITY OF PEARLAND, TEXAS Tom Reid Mayor ATTEST: ______________________________ Crystal Roan Interim City Secretary 3 W:\LAND\1546\TIRZ Finance\20-09-001\TIRZFinance 20-09-001.doc September 23, 2020 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 4 LJA Engineering, Inc.September 23, 2020 Reinvestment Zone No. 2, City of Pearland, Texas Jan. 2018 ENR Index = 10878 Shadow Creek Ranch Jan. 2020 ENR Index = 11392 Adjustment =4.73% Letter Finance Agreement 20‐09‐001 Shadow Creek Ranch Park Phase II Proposed Budget from 4th Amendment LFA 20‐09‐001 Shadow Creek Ranch Park Phase II $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 $24,131,613 $0 $0 $0 $0 $0 $0 $0 $0 $0 $52,324,234 $27,424,861 $28,720,722 $10,179,283 $18,541,439 Zone Administration/Creation TIRZ Administration (1‐3 Years) Enviornmental Study Costs Subtotal 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 Lift Station Contingencies (10%) Traffic Signals Pipeling Relocation Detention and Drainage Land Cost Beautificaiton/Deepening/Pond Creation Site Drainage Facilities Park and Recreation Improvements Landscaping Contingencies and Engineering Land Cost WWTP Major Improvements Water Plants Overhead Utilities Placed Underground FM 518 Improvemens Broadway /FM 518 Improvements Signal SH 288 Access Road McHard Road Reimbrusables Miscelaneous Land Cost Business Center Drive Memorial Hemann Drive Engineering (15%) Master Drainage Plan Costs AISD Elementary School Plan Amendment Costs Subtotal Reimbursable TIRZ Creation Costs Annexation Costs Fire/Police Station Grand Total FBISD Middle School AISD Jr. High School AISD Fresh/Soph Campus Land Costs City Facilities Total Educational Facilities Infrastructure Total Improvements Improvements Land Costs City Facilities Library 4th Amendment Funds Available for Future TIRZ Projects (2020 Dollars) 4th Amendment Funds Available for Future TIRZ Projects (2020 Dollars) Recommended for Approval (2020 Dollars) Educational Facilities Total FBISD Elementary School 4th Amendment Funds Available for Future TIRZ Projects (2018 Dollars)Item Land Cost Landscapring and Irrigation Entry Monuments Pavement Sidewalls Infrastructure Streets 4th Plan Amendment (2018 Dollars) Lighting Broadway Widening and Signalization Memorial Hermann Drive Paving Wastewater System Storm Water Sysem Business Center Drive Paving Water System Lakes and Channels Improvements W:\LAND\1546\TIRZ Finance\20‐09‐001\20‐09‐001 4th Amendment Budget.xlsx 5 6 DRAKESBAY CLEAR CREEK FM 223 4 KIRBYDRIVEUS288CR 92FM521 KINGSLEYDRIVEOUT POLICE/FIRE OUT CITY OFPEARLANDSTP P-4 P-3 SF-9SF-51 HCA C-4 SF-16 SF-6SF-6 SF-7 SF-55 SCH-1 SF-25 MF-1 SF-26 SF-46 SF-24 SF-43 SCH-5 C-11 SF-3 C-9 C SF-31 SF-48 MF-6 SF-45 P-4 SF-8 SF-49 C-10 SF-39 SF-12 SF-45 SF-14 SF-10 SF-36 MF-2 SF-42 SCH-7 MF-3 SF-44 C-5 MF-7 MF-4 CH-4 SF-82 SF-30 SF-23 SF-38B SF-61 SF-71 SF-56 C C-13 TH-1 SF-2 SF-32 SF-5 SF-40 SF-35 SF-38A SF-86-B SF-34 MF-5 SF-79 C-12SF-37 C-14 SF-57 SF-41 SF-53 C-7 SF-20 SF-13 SF-18 SF-73 SF-19 SF-50 SF-17 SF-54 SF-85 SF-56 CH-2 SF-33 SF-11 SF-80 CH-1 SF-27SF-39 MF-9 C-3 SF-1 SF-22 SF-47 CH-5 SF-28 SF-77SF-76 SF-75 SF-86 SF-83 SF-78 C-21B SF-20 C-6 SF-4 SF-15 SF-21 SF-48 SF-74 C-20B SF-72SF-84 SCH-6 C-15 C-22 C-21A DS DS DS SF-62 C-1 P-1 LIB P-2 SF-81 CH-3 SCH-3 SCH-2 SCH-4 C-17A C-16C-17B DS-3 DS-2 DS-2 DS-7 DS-9 DS-1 DC-5 UT MEDICAL CENTER L/P DS-8 REC C-18 UT MEDICAL CENTER C-19AYMCA DC-2 UT MEDICAL CENTER DC-1A C-20A REC-3 DC-3 UT MEDICAL CENTER DS-6 REC-2 C-19B REINVESTMENT ZONE NO. 2,CITY OF PEARLAND, TEXAS EXHIBIT NO:JOB NO:DATE:T:\1546\0000\scr_TIRZ_ba.mxdBENIFITTED AREAS $ SCALE: 1" = 2,000 FEET SHADOW CREEK RANCH PROJECT NO. 20-09-001 10/21/20197 TAX INCREMENT REINVESTMENT ZONE NO. TWO CITY OF PEARLAND, TEXAS Independent Accountant’s Report on Application of Agreed-Upon Procedures of Costs Reimbursable to KB Home Lone Star, Inc., from Future Available Funds September 23, 2020 Draft 1 McGrath & Co., PLLC 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 tayo@mcgrath-co.com Crystal V. Horn, CPA crystal@mcgrath-co.com 1 Independent Accountant’s Report on Applying Agreed-Upon Procedures Chairman and Board of Directors Tax Increment Reinvestment Zone No. Two City of Pearland, Texas We have performed the procedures enumerated below, which were agreed to by Tax Increment Reinvestment Zone No. Two (also known as Shadow Creek Ranch), City of Pearland, Texas (collectively the “Zone”) on the amounts reimbursable to KB Home Lone Star, Inc., (the “Developer”) for costs incurred on behalf of the Zone from future available resources. The Zone is responsible for determining amounts reimbursable to the Developer. The procedures performed are to assist the Zone in determining that the costs to be reimbursed are appropriate and in accordance with commitments or policies of the Zone, 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 read the Master Developer Reimbursement Agreement between the Zone and Shadow Creek Ranch Development Company, L.P., and any relevant Sub-Developer Reimbursement Agreements for particular items that may affect the projected reimbursement. 2. We read the letter financing agreement (“LFA”) No. 14-06-002 recommended for approval on June 23, 2014 for Shadow Grove Phase 1 between the Zone and the Developer for items affecting the projected reimbursement. 3. Information pertaining to the costs paid by the Developer on behalf of the Zone was obtained from the Zone’s engineer. We inspected all documentation provided by the Developer and engineer supporting items, amounts, and proof of payment for which reimbursement is requested. We inspected prior reimbursements from Brazoria-Fort Bend Counties Municipal Utility District No. 1 to ensure amounts requested for reimbursement have not been previously reimbursed to the Developer. 4. We calculated developer interest at an interest rate of 6.50% through September 23, 2020, in accordance with Section 5.1(g)(iii)(C) of the Master Development Reimbursement Agreement. Actual interest will be calculated through the date of reimbursement. Draft 2 Board of Directors Tax Increment Reinvestment Zone No. Two City of Pearland, Texas 2 5. Schedule A summarizes amounts reimbursable to KB Home Lone Star, Inc., for costs related to Shadow Grove Phase 1 pursuant to the Sub-Developer Reimbursement Agreement effective ________. 6. Schedule B is a comparison of amounts included in the Letter Financing Agreement with amounts reimbursable. 7. A draft of this report and schedules referenced above was provided to the Zone’s attorney, engineer, and Developer for review prior to reimbursing the Developer. 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 conduct an examination or review, the objective of which would be the expression of an opinion or 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 Zone except to comply with filing requirements as specified by the City. We appreciate the opportunity to be of service to the Zone and the courtesy and cooperation extended to us by the Developer and the Zone’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 Draft 3 3 % Complete Total Cost Interest at Completion Date Incurred 6.50% Allgood Construction Company Construction of Windward Bay Drive paving within 100% Shadow Grove Section 2 & 3 5/31/2016 1,009,454$ Less ineligible items (758,417) 251,037 70,280$ Earthcare Management, Inc. Landscaping improvements for Shadow Grove Sections 2 & 3 100%252,598 Less ineligible items 9/30/2017 (110,529) 142,069 32,080 Sonora SWQM Co., dba Sonora Construction Construction of Shadow Grove Phase 1 detention facilities 100%545,079 Less Brazoria-Fort Bend Counties MUD No. 1 share 8/13/2014 (420,207) 124,872 51,713 D.L. Meacham, L.P. Landscaping improvements to serve Shadow Grove Phase 1 100%1,192,938 Less ineligible items 1/25/2016 (504,136) 688,802 216,933 Shooter and Lindsey, Inc.100% Detention reserve improvements to serve Shadow Grove 1/25/2016 187,423 38,597 Division III + Constructors, Inc. Construction of Shadow Grove Monument and 100% Fence Improvements Phase 1 10/25/2015 511,781 172,011 Earth First Landscapes, LLC 100% Landscaping to serve Shadow Grove Sections 6 & 7 6/30/2019 104,779 11,785 Stone Castle Constructors 100% Monument improvements to serve Shadow Grove Sections 6 & 7 11/18/2018 96,606 16,185 Jones & Carter, Inc. Engineering services related to: Windward Bay Drive paving 33,673 11,229 Jones & Carter, Inc. Engineering services related to: Shadow Grove Phase 1 detention facilities 135,818 Less Brazoria-Fort Bend Counties MUD No. 1 share (104,703) 31,115 13,732 Eligible Costs KB Home Lone Star, Inc. Payee SCHEDULE A TAX INCREMENT REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS RECAPITULATION OF AMOUNTS DUE TO KB HOME LONE STAR, INC. FOR COSTS INCURRED RELATED TO SHADOW GROVE PHASE 1 As of September 23, 2020 Draft 4 4 % Complete Total Cost Interest at Completion Date Incurred 6.50% KGA DeForest Design, Inc. Landscape architectural services related to: Shadow Grove Sections 2 & 3 landscaping 11,550$ 3,320$ Shadow Grove Phase 1 landscaping 48,399 19,215 Shadow Grove detention reserve improvements 32,139 7,468 Shadow Grove monument and fence improvements phase 1 50,366 19,483 Shadow Grove Sections 6 & 7 landscaping 14,474 2,477 Shadow Grove Sections 6 & 7 monumentation 15,450 2,926 172,378 54,889 Tolunay-Wong Engineering, Inc. Materials testing services related to: Windward Bay Drive paving 5,098 1,416 Shadow Grove Phase 1 detention facilities 1,947 815 7,045 2,231 CenterPoint Energy Streetlighting related to: Shadow Grove Sections 2 & 3 9,344 2,491 Subtotals 2,360,924 694,156 TOTAL AMOUNT REIMBURSABLE TO KB HOME LONE STAR, INC. AS OF SEPTEMBER 23, 2020 3,055,080$ Eligible Costs KB Home Lone Star, Inc. Payee SCHEDULE A (continued) TAX INCREMENT REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS RECAPITULATION OF AMOUNTS DUE TO KB HOME LONE STAR, INC. FOR COSTS INCURRED RELATED TO SHADOW GROVE PHASE 1 As of September 23, 2020 Draft 5 5 Difference Amount Adjusted per Costs Under Descriptions Approved ENR Index Incurred (Over) Shadow Grove Phase 1 (a) LFA 14-06-002 dated October 28, 2019 Streets Pavement 1,184,000$ 1,493,757$ 251,037$ 1,242,720$ Lighting 20,000 25,232 9,344 15,888 Water System 149,000 187,981 - 187,981 Wastewater System 235,000 296,480 - 296,480 Storm Sewer System 326,000 411,288 - 411,288 Lakes & Channels 1,461,000 1,843,225 124,872 1,718,353 Land Costs 950,000 1,198,538 - 1,198,538 Landscaping (includes engineering)690,000 870,517 1,903,838 (1,033,321) Contingencies & Engineering Contingencies (10%)335,500 423,273 - 423,273 Engineering and Testing (15%)553,575 698,401 71,833 626,568 TOTAL SHADOW GROVE PHASE 1 5,904,075$ 7,448,692$ 2,360,924$ 5,087,768$ (a) Recommended for approval on June 23, 2014. ENR index adjustment from January 2006 to January 2014 of 26.16% Letter Financing Agreement SCHEDULE B TAX INCREMENT REINVESTMENT ZONE NO. 2 CITY OF PEARLAND, TEXAS COMPARISON OF ACTUAL COSTS INCURRED WITH LETTER FINANCING AGREEMENT As of September 23, 2020 Draft 6 Shadow Creek Ranch/Development Authority of Pearland/City of Pearland Tri-Party Agreement Dated October 11, 2004 Procedure for Payment from Zone to Authority for Payment of Obligations (Article V) Estimate - August 19, 2020 Estimate of TIRZ Transfer to DAP on 8/15/20 Year 2020 TIRZ Fund Balance 10/1/2019 9,599,014.33$ FY 20 Revenue Net City thru 08/15/2020 Actual 7,632,890.85$ Fort Bend County thru 08/15/2020 Actual 1,371,016.67$ AISD thru 08/15/2020 Actual 6,746,595.23$ Brazoria County thru 08/15/2020 Actual 2,808,893.80$ TEA Supplemental Make Up Payment Actual 2,460,429.00$ Interest Earnings 52,258.96$ Total Revenues 08/15/2020 21,072,084.51$ TIRZ Operating Expenditures Actual Thru 08/15/2020 (54,219.71)$ TIRZ Fund Balance as of August 15, 2020 30,616,879.13$ Less: City's Annual Administrative Corrections (1,250,742.22)$ FY2019 & 2020 Admin Fee recalculations School District Educational Facility Costs -$ No such costs approved as of the date of this report AISD Suspense Fund Amount (6,746,595.23)$ Net AISD revenue received in the prior 12 months Current and Anticipated Admin & Operating Costs (75,000.00)$ Payment to Development Authority 22,544,541.68$ Estimate Of DAP Fund Available for Cash Reimbursements DAP Fund Balance 8/15/2020 before Transfer from TIRZ 987,496.06$ Plus Transfer from TIRZ 22,544,541.68$ Estimated DAP Fund Balance after Transfer from TIRZ 23,532,037.74$ Less DAP Expenses/Reserves 9/1/2020 Principal and Interest Payment (8,817,382.50)$ Wired to Regions Trust account end of August 3/1/2021 Interest Payment (1,089,073.25)$ Wired to Regions Trust account end of August Debt Service Reserve (1,000,000.00)$ Operating Costs (10,000.00)$ Total DAP Expenses/Reserves (10,916,455.75)$ Estimated Net Available for Cash Reimbursements in FY 2021 12,615,581.99$ 1 Admin Fee Correction FY 2019 FY2020 *Total Adjustment TIRZ Administratvie Fee % Originally Utilized ***62.0450%59.3620% Correct Administrative Fee % per Project Plan 64.0%64.0% Orignally Calculated TIRZ Administrative Fee 10,826,098.20 11,149,845.52 Correction **333,197.05 917,545.57 1,250,742.62 Corrected TIRZ Admin Fee 11,159,295.25 12,067,391.09 * Year-to-Date as of August 2020. ** The corrections for FY2019 and FY2020 will be recorded in FY2020. *** The Tri-Party agreement contains an incorrect formula which does not match the stipulations in the Project Plan The Tri-Party formula was inadvertently utilized in 2019 and 2020. 2 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 Draft 3 McGrath & Co., PLLC 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 tayo@mcgrath-co.com Crystal V. Horn, CPA crystal@mcgrath-co.com 1 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 conduct an examination or review, the objective of which would be the expression of an opinion or Draft 4 Board of Directors Development Authority of Pearland City of Pearland, Texas 2 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 Draft 5 OriginalUnpaid LFA LFA Interest Interest Actual ComputedBalance Interest as of Developer Date Amount Rate Cap Cost Interest Total Cost Interest Total Cost Interest Total Remaining 10/01/2020Creation CostsShadow Creek Ranch Development Company. L.P. 6/19/2000 900,000$ 6.50% None 882,434$ 352,974$ 1,235,408$ 882,434$ 352,974$ 1,235,408$ -$ -$ -$ -$ -$ LFA 99-11-001 (Entry)Shadow Creek 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 - - - - - LFA 01-001 (V1P1A)Shadow Creek 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 - - - - - LFA 00-10-002 (V1P1B)Shadow Creek 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 - - - - - LFA 01-04-001 (V1P1B)Shadow Creek Ranch Development Company. L.P. 8/23/2001 1,967,061 6.50% None 630,249 175,635 805,884 630,249 175,635 805,884 - - - - - LFA 03-10-004 (Kingsley Drive, Phase 3) Shadow Creek Ranch Development Company. L.P. 10/7/2003 3,529,173 6.50% None 2,429,087 257,838 2,686,925 2,429,087 362,790 2,791,877 - - - - - LFA 04-07-006 (Traffic Signal Shadow Creek PKWY/Kingsley)Shadow Creek Ranch Development Company. L.P. 7/13/2004 287,788 6.50% None 263,470 10,936 274,406 263,470 30,108 293,578 - - - - - LFA 04-07-007 (Parks and Trails Grading and Infrastructure) Shadow Creek Ranch Development Company. L.P. 7/13/2004 1,007,256 6.50% None 777,066 45,664 822,730 777,066 100,135 877,201 - - - - - LFA 03-10-001 (Remaining Village 2, Phase 2 Improvements)Shadow Creek Ranch Development Company. L.P. 10/7/2003 7,554,654 6.50% None 7,306,587 793,059 8,099,646 7,306,587 1,186,453 8,493,040 - - - - - LFA 04-07-002 (Fire/Police Station Land Cost) Shadow Creek Ranch Development Company. L.P. 7/13/2004 408,668 6.50% None 408,688 104,763 513,451 408,688 147,266 555,954 - - - - - LFA 02-08-001 (Village 1 and Village 2 Phase 2 Improvements)Shadow Creek Ranch Development Company. L.P. 8/6/2002 4,727,516 6.50% None 4,714,681 889,173 5,603,854 4,714,681 1,314,851 6,029,532 - - - - - LFA 01-11-002 (Additional Village 1 and Village 2 Improvements) Shadow Creek Ranch Development Company. L.P. 11/12/2001 24,509,430 6.50% None 24,444,754 4,215,469 28,660,223 24,444,754 8,610,822 33,055,576 - - - - - LFA 03-10-002 (Village 3, Phase 1 and 2 Improvements) Shadow Creek Ranch Development Company. L.P. 10/7/2003 7,809,950 6.50% None 7,806,658 999,791 8,806,449 7,806,658 3,927,711 11,734,369 - - - - - LFA 06-03-001 (Elementary School #2 Site) Shadow Creek Ranch Development Company. L.P. 3/27/2006 1,687,801 6.50% None 1,322,037 43,555 1,365,592 1,322,037 564,564 1,886,601 - - - - - LFA 06-08-002 (Library Site)Shadow Creek Ranch Development Company. L.P. 8/28/2006 481,569 6.50% None 377,208 31,236 408,444 377,208 179,892 557,100 - - - - - LFA 04-07-003 (Regional Nature Park)Shadow Creek Ranch Development Company. L.P. 7/13/2004 760,988 6.50% None 736,694 109,359 846,053 736,694 431,618 1,168,312 - - - - - LFA 03-10-005 (Kingsley Drive Phase 4 Improvements) Shadow Creek Ranch Development Company. L.P. 10/7/2003 4,486,342 6.50% None 4,469,032 430,112 4,899,144 4,469,032 2,341,973 6,811,005 - - - - - LFA 03-10-006 (Village 5 Improvements)Shadow Creek Ranch Development Company. L.P. 10/7/2003 7,055,177 6.50% None 7,027,411 1,080,140 8,107,551 7,027,411 4,246,723 11,274,134 - - - - - LFA 04-07-005 (Village 4, Phase 1 and Reflection Bay North Improvements) Shadow Creek Ranch Development Company. L.P. 4/7/2005 3,354,452 6.50% None 3,312,322 265,453 3,577,775 3,312,322 1,911,464 5,223,786 - - - - - LFA 03-10-003 (Village 3, Phase 3 Improvements) Shadow Creek Ranch Development Company. L.P. 10/7/2003 7,711,582 6.50% None 7,429,145 1,564,833 8,993,978 7,429,145 5,382,022 12,811,167 - - - - - LFA 04-07-004 (Village 4, Phase 4 Improvements)Shadow Creek Ranch Development Company. L.P. 7/13/2004 8,204,999 6.50% None 8,101,288 1,095,913 9,197,201 8,101,288 5,523,544 13,624,832 - - - - - LFA 06-01-001 (Kingsley Drive North)Shadow Creek Ranch Development Company. L.P. 1/30/2006 6,417,644 6.50% None 6,011,844 959,134 6,970,978 6,011,844 4,317,604 10,329,448 - - - - - PREVIOUSLY REIMBURSEDCURRENT REIMBURSEMENTSCHEDULE ATAX INCREMENT REINVESTMENT ZONE NO. 2 / DEVELOPMENT AUTHORITY OF PEARLANDCITY OF PEARLAND, TEXASRECAPITULATION OF AMOUNTS DUE TO DEVELOPERSAs of October 1, 20203Draft6 OriginalUnpaid LFA LFA Interest Interest Actual ComputedBalance Interest as of LFA Developer Date Amount Rate Cap Cost Interest Total Cost Interest TotalCost Interest Total Remaining 10/01/2020LFA 06-01-002 (Additional Village 4 Improvements)Shadow Creek Ranch Development Company. L.P. 1/30/2006 9,392,437$ 6.50% None 8,344,671$ 1,294,925$ 9,639,596$ 8,344,671$ 6,263,330$ 14,608,001$ -$ -$ -$ -$ -$ LFA 06-08-001 (Additional Sidewalks)Shadow Creek 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 - - - - - LFA 06-01-003 (Remaining Village 4 Improvements)Shadow Creek 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 - - - - - LFA 06-08-003 (SH 288 Frontage Road)Shadow Creek Ranch Development Company. L.P. 8/28/2006 1,276,667 6.50% None 1,000,000 52,016 1,052,016 1,000,000 661,265 1,661,265 - - - - - LFA 07-03-001 (Village 7, Phase 1 Broadway Improvements) Shadow Creek 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 - - - - - LFA 08-05-001 (Broadway to FM 521)Shadow Creek 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 - - - - - LFA 08-05-002 (Broadway Landscape - North Side) Shadow Creek 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 - - - - - LFA 06-10-001 Road Infrastructure, Pipeline Relocation and Site Drainage Shadow Creek Retail, L.P.10/23/2006 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 - - LFA 07-03-002 Landscaping, Detention/Drainage, Relocation of Overhead Utilities and Plan Amendment Costs Shadow Creek Retail, L.P.3/12/2007 1,851,598 * 6.50% 5 years 1,851,598 113,137 1,964,735 - - - 1,851,598 715,236 2,566,834 - - LFA 08-01-001 (Broadway Improvements)City of Pearland, Texas1/15/2008 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 LFA 10-06-001 (Discovery Bay Extension SH 288) Shadow Creek Ranch Development Company. L.P. 6/7/2010 912,908 6.50% None 458,209 17,852 476,061 458,209 239,556 697,765 - - - - - LFA 10-06-002 (SCH-4 Site)Shadow Creek Ranch Development Company. L.P. 6/7/2010 2,530,620 6.50% None 1,753,316 182,969 1,936,285 1,753,316 1,031,310 2,784,626 - - - - - LFA 10-06-003 (SCH-5 Site)Shadow Creek Ranch Development Company. L.P. 6/7/2010 4,935,370 6.50% None 3,419,425 214,955 3,634,380 3,419,425 1,998,382 5,417,807 - - - - - LFA 13-06-001 (SCH-3 Site)Shadow Creek Ranch Development Company. L.P. 6/24/2013 2,382,379 6.50% None 1,514,705 90,364 1,605,069 1,514,705 708,106 2,222,811 - - - - - LFA 12-06-001 (Village 7, Phase 1)518 SCR, Ltd.6/11/2012 10,571,086 6.50% 5 years 3,767,158 544,659 4,311,817 - - - - - - 3,767,158 1,768,985 LFA 13-06-002 (Southlake Phase 2)518 SCR, Ltd.6/24/2013 9,102,286 6.50% 5 years 3,077,854 852,857 3,930,711 - - - - - - 3,077,854 1,311,078 LFA 14-06-001 (Southlake Phase 3)518 SCR, Ltd.6/24/2013 3,548,252 6.50% 5 years 1,082,895 232,230 1,315,125 - - - - - - 1,082,895 393,213 LFA 14-06-002 (Shadow Grove Phase 1)KB Home Lone Star, Inc.6/23/2014 7,448,692 6.50% 5 years 2,360,923 694,157 3,055,080 - - - - - - 2,360,923 694,157 LFA 16-08-001 (Road to Serve Reserve at Shadow Creek)Croswell Entity8/8/2026 2,075,106 - - - - - - - - - - - LFA 04-07-001 (Primary Entry Costs)Shadow Creek Ranch Development Company. L.P. 7/13/2004 92,393 Cancelled- - - - - - - - - - - LFA 17-10-001 (CR 59 Improvements)518 SCR, Ltd.10/23/2017 1,091,520 - - - - - - - - - - - 207,623,680$ 159,656,656$ 24,380,845$ 184,037,501$ 135,592,735$ 66,484,183$ 202,076,918$ 8,908,400$ 3,707,182$ 12,615,582$ 15,155,521$ 6,200,644$ RECAPITULATION OF AMOUNTS DUE TO DEVELOPERSAs of October 1, 2020PREVIOUSLY REIMBURSEDCURRENT REIMBURSEMENTSCHEDULE A (continued)TAX INCREMENT REINVESTMENT ZONE NO. 2 / DEVELOPMENT AUTHORITY OF PEARLANDCITY OF PEARLAND, TEXAS4Draft7 OriginalUnpaid LFA Actual ComputedBalance Interest as of Developer Totals Cost Interest Total Cost Interest Total Cost Interest Total Remaining 10/01/2020SUMMARY BY ENTITYShadow Creek Ranch Development Company. L.P.153,536,436$ 131,568,630$ 20,298,826$ 151,867,456$ 131,568,630$ 64,678,552$ 196,247,182$ -$ -$ -$ -$ -$ Shadow Creek Retail, L.P.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 - - City of Pearland, Texas8,449,086 5,997,980 579,392 6,577,372 - - - 1,131,289 496,592 1,627,881 4,866,691 2,033,211 518 SCR, Ltd.24,313,144 7,927,907 1,629,746 9,557,653 - - - - - - 7,927,907 3,473,276 KB Home Lone Star, Inc.7,448,692 2,360,923 694,157 3,055,080 - - - - - - 2,360,923 694,157 Croswell Entity2,075,106 - - - - - - - - - - - TOTAL207,623,680$ 159,656,656$ 24,380,845$ 184,037,501$ 135,592,735$ 66,484,183$ 202,076,918$ 8,908,400$ 3,707,182$ 12,615,582$ 15,155,521$ 6,200,644$ * Actual costs exceeded the amount of the LFA. 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$ TAX INCREMENT REINVESTMENT ZONE NO. 2 / DEVELOPMENT AUTHORITY OF PEARLANDCITY OF PEARLAND, TEXASRECAPITULATION OF AMOUNTS DUE TO DEVELOPERSAs of October 1, 2020PREVIOUSLY REIMBURSEDCURRENT REIMBURSEMENTSCHEDULE A (continued)5Draft8 LFA Reimbursement Projection SummaryLegend:SCRDC Shadow Creek Ranch Development Company LP 518SCR 518 SCR Ltd (Perry)FBC Fort Bend County Projected Reimbursement per LFA by Year (Principal & Interest)SCR Shadow Creek Retail LP KB KB Home Lone Star Inc September 14, 2020 COP City of Pearland Crosswell Crosswell Fire Station Library Trail FM 521 Park Ph 2 Trail Ph 2 Light/Landscape Sidewalks Intersections Year Ending 9/30 06-10-001 07-03-002 08-01-001 12-06-001 13-06-002 14-06-001 14-06-002 16-08-001 17-10-001 19-10-001 19-10-002 19-10-003 19-10-004 3 (Pending LFA 20-09- 001) 4 5 6 8 Total Total Bonds Total Direct Pay 8,420,867$ 2,566,834$ 8,527,783$ 5,387,882$ 4,211,344$ 1,413,388$ 3,055,080$ 2,075,106$ 1,091,520$ 13,825,472$ 24,050,284$ 790,910$ 2,479,000$ 10,179,283$ 1,947,750$ 9,460,500$ 1,507,454$ 10,543,237$ SCR SCR COP 518SCR 518SCR 518SCR KB Crosswell 518SCR COP COP COP FBC COP COP COP COP COP 2021 8,420,867$ 2,566,834$ 1,627,881$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 12,615,582$ -$ 12,615,582$ 2022 -$ -$ 6,899,902$ 3,205,252$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 10,105,154$ -$ 10,105,154$ 2023 -$ -$ -$ 2,427,495$ 4,748,334$ 1,600,099$ 2,012,466$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 10,788,394$ -$ 10,788,394$ 2024 -$ -$ -$ -$ -$ -$ 1,272,189$ 2,547,193$ 1,339,841$ 6,212,400$ -$ -$ -$ -$ -$ -$ -$ -$ 11,371,622$ -$ 11,371,622$ 2025 -$ -$ -$ -$ -$ -$ -$ -$ -$ 11,108,014$ 869,735$ -$ -$ -$ -$ -$ -$ -$ 11,977,748$ -$ 11,977,748$ 2026 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 12,598,606$ -$ -$ -$ -$ -$ -$ -$ 12,598,606$ -$ 12,598,606$ 2027 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 13,239,933$ -$ -$ -$ -$ -$ -$ -$ 13,239,933$ -$ 13,239,933$ 2028 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 5,158,352$ 1,022,251$ 3,284,675$ 4,432,256$ -$ -$ -$ -$ 13,897,534$ -$ 13,897,534$ 2029 -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 9,055,294$ 1,947,750$ 3,502,078$ -$ -$ 14,505,122$ -$ 14,505,122$ Closeout -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 5,958,422$ 1,507,454$ 10,543,237$ 18,009,113$ -$ 18,009,113$ 8,420,867$ 2,566,834$ 8,527,783$ 5,632,747$ 4,748,334$ 1,600,099$ 3,284,655$ 2,547,193$ 1,339,841$ 17,320,414$ 31,866,626$ 1,022,251$ 3,284,675$ 13,487,550$ 1,947,750$ 9,460,500$ 1,507,454$ 10,543,237$ 129,108,810$ -$ 129,108,810$ Interest Ends Int. Capped Int. Capped Int. Capped 2020 2023 2023 2025 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD (1) Note: Reimbursements assumed October of noted Fiscal Year; i.e. FYE 2019 payment made October 2018 (2) For LFAs Not Completed, LFA budget is used plus interest at 6.5%; For Future LFAs, budget estimate plus interest is used (6.5%) Unreimbursed (COP)-$ -$ -$ -$ -$ -$ 0$ (0)$ (0)$ Total Future City LFA Principal Amount Estimate 66,091,527$ Total Reimbusements of Future City LFAs 87,155,782$ Reimbursement Projection by Developer Year Ending 9/30 Shadow Creek Retail LP City of Pearland 518 SCR Ltd (Perry) KB Home Lone Star Inc Crosswell Fort Bend County SCR COP 518SCR KB Crosswell FBC Total Unreimbursed FBC -$ -$ 2021 10,987,701$ 1,627,881$ -$ -$ -$ -$ 12,615,582$ Total Future FBC LFA Principal Amount Estimate 2,479,000$ 2022 -$ 6,899,902$ 3,205,252$ -$ -$ -$ 10,105,154$ Total Reimbusements of Future FBC LFA 3,284,675$ 2023 -$ -$ 8,775,928$ 2,012,466$ -$ -$ 10,788,394$ 2024 -$ 6,212,400$ 1,339,841$ 1,272,189$ 2,547,193$ -$ 11,371,622$ 2025 -$ 11,977,748$ -$ -$ -$ -$ 11,977,748$ 2026 -$ 12,598,606$ -$ -$ -$ -$ 12,598,606$ 2027 -$ 13,239,933$ -$ -$ -$ -$ 13,239,933$ 2028 -$ 10,612,859$ -$ -$ -$ 3,284,675$ 13,897,534$ 2029 -$ 14,505,122$ -$ -$ -$ -$ 14,505,122$ Closeout -$ 18,009,113$ -$ -$ -$ -$ 18,009,113$ Total 10,987,701$ 95,683,565$ 13,321,021$ 3,284,655$ 2,547,193$ 3,284,675$ 129,108,810$ P&I Due 11/12/19 (2): Developer: Future LFAsLFAs Not CompletedCompleted LFAs Shadow Creek Ranch LFA Pay Off Projection 1 Marsh Darcy Partners Alan Mueller 1 TIRZ Cash Flow Projection September 14, 2020 Year Ending 9/30 City (Net) Brazoria County Fort Bend County AISD Supplemental Payment Total Revenues Total Available Operating Costs AISD Suspense Fund Admin Cost Reserve Available for Transfer to DAP Ending Fund Balance after Transfer to DAP AISD Suspense Fund Admin Cost Reserve Total Check 2020 8,402,911$ 7,630,511$ 2,808,894$ 1,371,017$ 6,746,595$ 2,460,429$ 21,017,446$ 29,420,357$ (54,220)$ (6,746,595)$ (75,000)$ 22,544,542$ 6,821,595$ 2020 6,746,595$ 75,000$ 6,821,595$ -$ 2021 6,821,595$ 7,640,426$ 2,858,173$ 1,454,702$ 6,976,898$ 1,496,000$ 20,426,198$ 27,247,793$ (50,000)$ (6,976,898)$ (75,000)$ 20,145,896$ 7,051,898$ 2021 6,976,898$ 75,000$ 7,051,898$ -$ 2022 7,051,898$ 7,922,557$ 2,963,861$ 1,515,714$ 7,186,573$ 1,496,000$ 21,084,704$ 28,136,602$ (50,000)$ (7,186,573)$ (75,000)$ 20,825,029$ 7,261,573$ 2022 7,186,573$ 75,000$ 7,261,573$ -$ 2023 7,261,573$ 8,160,780$ 3,052,942$ 1,561,455$ 7,402,538$ 1,496,000$ 21,673,715$ 28,935,288$ (50,000)$ (7,402,538)$ (75,000)$ 21,407,750$ 7,477,538$ 2023 7,402,538$ 75,000$ 7,477,538$ -$ 2024 7,477,538$ 8,406,150$ 3,144,696$ 1,608,568$ 7,624,982$ 1,496,000$ 22,280,396$ 29,757,934$ (50,000)$ (7,624,982)$ (75,000)$ 22,007,952$ 7,699,982$ 2024 7,624,982$ 75,000$ 7,699,982$ -$ 2025 7,699,982$ 8,658,881$ 3,239,202$ 1,657,094$ 7,854,100$ 1,496,000$ 22,905,278$ 30,605,260$ (50,000)$ (7,854,100)$ (75,000)$ 22,626,160$ 7,929,100$ 2025 7,854,100$ 75,000$ 7,929,100$ -$ 2026 7,929,100$ 8,919,194$ 3,336,544$ 1,707,077$ 8,090,091$ 1,496,000$ 23,548,906$ 31,478,005$ (50,000)$ (8,090,091)$ (75,000)$ 23,262,915$ 8,165,091$ 2026 8,090,091$ 75,000$ 8,165,091$ -$ 2027 8,165,091$ 9,187,317$ 3,436,806$ 1,758,559$ 8,333,161$ 1,496,000$ 24,211,843$ 32,376,933$ (50,000)$ (8,333,161)$ (75,000)$ 23,918,772$ 8,408,161$ 2027 8,333,161$ 75,000$ 8,408,161$ -$ 2028 8,408,161$ 9,417,455$ 3,522,864$ 1,802,747$ 8,541,797$ 1,496,000$ 24,780,863$ 33,189,025$ (50,000)$ (8,541,797)$ (75,000)$ 24,522,228$ 8,616,797$ 2028 8,541,797$ 75,000$ 8,616,797$ -$ 2029 8,616,797$ 9,511,812$ 3,558,148$ 1,820,865$ 8,627,338$ 1,496,000$ 25,014,162$ 33,630,959$ (50,000)$ (8,627,338)$ 24,953,621$ 8,627,338$ 2029 8,627,338$ -$ 8,627,338$ -$ Closeout 8,627,338$ NA NA NA -$ NA -$ 8,627,338$ -$ 8,627,338$ -$ Closeout -$ -$ -$ -$ FY 20 to End 226,943,511$ 234,842,202$ TIRZ Admin Costs Reserve:75,000$ Actual per 7/31/20 Income Statement Actual per 8/15/20 Transfer Calculation Beginning Balance is Admin Reserves ($75,000) plus prior year AISD Revnue (AISD Suspense Fund) TIRZ ends in calendar year 2028 with last increment based on 1/1/28 value and revenue received in FY 2029. Format of projection is set up to pay reimbursements in year following receipt, so last increment received in FY 2029 would be paid in FY 2030 (or could be paid late FY 2029) Due to the one year delay in release of AISD Suspense funds, last Suspense Fund release will be at end of FY 2029 or early FY 2030. Beginning Balance Revenues Less:Reference Only - Ending Balance Components Shadow Creek Ranch TIRZ Fund Projection 1 Marsh Darcy Partners Alan Mueller 2 DAP Cash Flow Projection September 14, 2020 Plus Less Year Ending 9/30 Beginning Balance Transfer from TIRZ Total Available Debt Payments (thru Series 2019) Debt Payments (Post-Series 2019) Administrative Costs Current Year Direct Pay Reimbursements (1) Admin & Debt Reserve Available Potential Direct Pay for Subsequent Year Ending Balance Direct Pay to be Released after 10/1 Admin & Debt Reserve Total Check 2020 7,142,644$ 22,544,542$ 29,687,186$ (9,906,456)$ -$ -$ (6,155,148)$ (1,010,000)$ 12,615,582$ 13,625,582$ 2020 12,615,582$ 1,010,000$ 13,625,582$ -$ 2021 13,625,582$ 20,145,896$ 33,771,478$ (10,030,741)$ -$ (10,000)$ (12,615,582)$ (1,010,000)$ 10,105,154$ 11,115,154$ 2021 10,105,154$ 1,010,000$ 11,115,154$ -$ 2022 11,115,154$ 20,825,029$ 31,940,183$ (10,026,635)$ -$ (10,000)$ (10,105,154)$ (1,010,000)$ 10,788,394$ 11,798,394$ 2022 10,788,394$ 1,010,000$ 11,798,394$ -$ 2023 11,798,394$ 21,407,750$ 33,206,144$ (10,026,128)$ -$ (10,000)$ (10,788,394)$ (1,010,000)$ 11,371,622$ 12,381,622$ 2023 11,371,622$ 1,010,000$ 12,381,622$ -$ 2024 12,381,622$ 22,007,952$ 34,389,574$ (10,020,204)$ -$ (10,000)$ (11,371,622)$ (1,010,000)$ 11,977,748$ 12,987,748$ 2024 11,977,748$ 1,010,000$ 12,987,748$ -$ 2025 12,987,748$ 22,626,160$ 35,613,909$ (10,017,555)$ -$ (10,000)$ (11,977,748)$ (1,010,000)$ 12,598,606$ 13,608,606$ 2025 12,598,606$ 1,010,000$ 13,608,606$ -$ 2026 13,608,606$ 23,262,915$ 36,871,520$ (10,012,981)$ -$ (10,000)$ (12,598,606)$ (1,010,000)$ 13,239,933$ 14,249,933$ 2026 13,239,933$ 1,010,000$ 14,249,933$ -$ 2027 14,249,933$ 23,918,772$ 38,168,705$ (10,011,238)$ -$ (10,000)$ (13,239,933)$ (1,010,000)$ 13,897,534$ 14,907,534$ 2027 13,897,534$ 1,010,000$ 14,907,534$ -$ 2028 14,907,534$ 24,522,228$ 39,429,762$ (10,007,106)$ -$ (10,000)$ (13,897,534)$ (1,010,000)$ 14,505,122$ 15,515,122$ 2028 14,505,122$ 1,010,000$ 15,515,122$ -$ 2029 15,515,122$ 24,953,621$ 40,468,743$ (10,005,338)$ -$ (10,000)$ (14,505,122)$ 15,948,284$ 15,948,284$ 2029 15,948,284$ -$ 15,948,284$ -$ Closeout 15,948,284$ 8,627,338$ 24,575,621$ (18,009,113)$ 6,566,508$ Closeout -$ -$ -$ 6,566,508$ 234,842,202$ 378,122,826$ (100,064,380)$ -$ (90,000)$ (135,263,958)$ (9,090,000)$ 127,047,980$ (129,108,810)$ DAP Cash Release Calculation Reserve Amount:1,000,000$ DAP Admin Costs Reserve:10,000$ (0)$ <<<Reference: Total Unreimbursed LFA Amount 6.5%<<<Reference: Future LFA Interest Rate (1) Lesser of "Potential Direct Pay" from prior year and amount eligible per the LFA Summary tab. TIRZ ends in calendar year 2028 with last increment based on 1/1/28 value and revenue received in FY 2029. Format of projection is set up to pay reimbursements in year following receipt, so last increment received in FY 2029 would be paid in FY 2030 (or could be paid late FY 2029) Due to the one year delay in release of AISD Suspense funds, last Suspense Fund release will be at end of FY 2029 or early FY 2030. Potential for Direct Pay in Closeout year is FY 2029 Potential Direct Pay plus Closeout AISD Suspense Fund Release Actual Actual per 8/15/20 Transfer Calculation FY 2020 Based on 8/19/20 DAP Balance plus actual cash release in November 2019 Remaining Life Cross Check Beginning Balance 7,142,644$ Transfers In 234,842,202$ Debt Service (100,064,380)$ Admin Costs (90,000)$ Direct Pay (135,263,958)$ Ending Balance 6,566,508$ Reference Only-Ending Balance Components Shadow Creek Ranch DAP Fund Projection 1 Marsh Darcy Partners Alan Mueller 3 pearlandtx.gov Pearland TIRZ #2 Project Updates September 23, 2020 1 pearlandtx.gov TIRZ Project Map 2 pearlandtx.gov •Scope -Construct a 30,000 sq. ft. library with public meeting space •Project Update –The project design has been completed and the project bid with SpawGlass (CMAR). City will be presenting to Council in October for award. Completion estimated Dec 21 Shadow Creek Library $24,050,284 3 pearlandtx.gov •Scope -Construction of 17,608 square foot fire station and associate response apparatus •Project Update –The Fire Station is completed and is in service. City is gathering paperwork to submit to the TIRZ for reimbursement Full Service Fire Station #8 $13,825,472 4 pearlandtx.gov •Scope -Phase II of the Sports Complex at Shadow Creek Ranch will include the addition of cricket fields, a multipurpose field area, field lighting, parking, and expanded restrooms and concession offerings. •Project Update –The design is complete and project has bid. City is evaluating contractors and bids to award the contract in October. Completion July 21 Shadow Creek Ranch Park Ph II $9,720,000 5 pearlandtx.gov •Scope -Construct a 10 foot wide hike and bike trail along the southern bank of Clear Creek connecting the existing SC Nature Trail by extending it east approximately 4,500 feet connecting to the existing Clear Creek Trail located east of Kirby Drive •Project Update –The project is 99% complete. Contractor is completing the installation of the decretive wall and signage. Project paperwork is being compiled to be submitted to the TIRZ. Shadow Creek Trail $790,910 6 pearlandtx.gov •Scope -Construct approximately 1,600 foot of 10 foot wide hike and bike trail along the the Clear Creek Relief channel. The trail will connect the Clear Creek trail system to the Shadow Creek Ranch trail system. Additionally, a 500 foot trail will be installed to connect the proposed Library to the SC Trail. •Project Update –City staff has selected the design engineer and is in the process of negotiating the contract. Shadow Creek Trail Ph II $1,470,000 7 pearlandtx.gov •Scope -This project will provide landscaping, street lighting and continuous sidewalks along the Shadow Creek Parkway Corridor. The lighting and sidewalk improvements will provide a safer corridor for both vehicles and pedestrians. •Project Update –City staff has selected the design engineer and is in the process of negotiating the contract. Shadow Creek Parkway Landscaping, Street Lighting & Sidewalks $7,140,000 8 pearlandtx.gov •Scope -This project will provide intersection mobility improvements throughout the area to address the most congested intersections. Improvements include extending left turn lanes, dual lefts turn lanes, right turn lanes, and a traffic signal at Kirby/Discovery Bay •Project Update –Project design will be started in FY2021, with construction to begin in FY2022 Intersection Improvements $7,957,160 9 pearlandtx.gov •Scope -The project increases the safety and connectivity of sidewalks along thoroughfares and collector streets especially in areas with heavy school pedestrian traffic. The project includes approximately 19,500 linear feet of sidewalk extensions. •Project Update –City staff has selected the design engineer and is in the design phase of the project. Design completion Nov 20, construction start Jan 21 Sidewalk Extensions $1,137,701 10 pearlandtx.gov •Scope -This project will widen FM 521 from FM 2234 to HWY 6. Will widen from a current 2- lane undivided asphalt road to a 4-lane divided concrete road that will include an overpass at Broadway. •Project Update –Project is being coordinated between Fort Bend County and TxDOT FM 521 Widening $TBD 11 pearlandtx.gov Project Cost Est. Library $24,050,284 Full Service Fire Station #8 $10,705,472 Fire Equipment for FS#8 $ 3,120,000 SCR Park Phase II $ 9,720,000 SC Trail –Park to Kirby $ 790,910 SC Trail Phase II $ 1,470,000 SC Pkwy Lighting, Landscape & Sidewalks $ 7,140,000 Intersection Improvements $ 7,957,160 SCR Sidewalk Extensions $ 1,137,701 FM521 Widening $TBD Total $66,091,527 TIRZ Plan Amendment Summary 12 pearlandtx.gov THANK YOU 13