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R2021-248 2021-11-08DocuSign Envelope ID: BO3DDE25-E4D2-4F80-BF18-7255D68399E0 RESOLUTION NO. R2021-248 A Resolution of the City Council of the City of Pearland, Texas, amending a Letter Finance Agreement (20-09-001) with Reinvestment Zone No. 2, City of Pearland, Texas, associated with the Shadow Creek Ranch Park Project (Phase II). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain amended Letter Finance Agreement between the City and Reinvestment Zone No. 2, City of Pearland, Texas, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest the amended Letter Finance Agreement attached hereto. PASSED, APPROVED and ADOPTED this the 8th day of November, A.D., 2021. ATTEST: �DocuSigned by: �126771DA32BB464... CRYSTAL ROAN, TRMC, CMC CITY SECRETARY APPOV''DASTO OR �E13CA898BB1F4B6._. DARRIN M. COKER CITY ATTORNEY DocuSigned by: �. t & Gilt, .2F80B658BC2A475 J. KEVIN COLE MAYOR --- r+ryk6".. .1. i1'5't11'a DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS October 18, 2021 The Honorable Kevin Cole City ❑f Pearland 3519 Liberty Drive Pearland, Texas 77581. Re: Amendment to Letter Financing Agreement for Shadow Creek Ranch Park Phase II; TIRZ Project No. 20-09-001 Dear Mayor Cole: Reference is made to that certain Letter Financing Agreement dated September 23, 2020 between the City of Pearland, Texas (the "City") and Reinvestment Zone No. Two, City of Pearland, Texas (the "Zone") for the referenced project (the "Letter Financing Agreement"), a copy of which is attached hereto. Attached hereto is a revised map showing the area in which the TIPZ Improvements may be constructed (the "Project Area"). The attached map showing the Project Area replaces the vicinity map attached to the Letter Financing Agreement. Except as amended by this Amendment to Letter Financing Agreement, the Letter Financing Agreement shall remain in full force and effect. DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D This Amendment to I,etter Financing Agreement was duly authorized at a meeting of the I3oard of Directors (,)f the one held on the 1.8th day of October„ 2021,, Very truly .yours„ ,REINVESTMENT ZOL )17„ NO, .2 CITY OF PEAR AND, TIEXAS (SITADOW CREEK. RANCH) By: ATTEST: Board of Di.:,.clors v,-k) Chairman, ard of Directors, DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D PASSED AND APPROVED this day of , 2021. Cl FY OF 1ed b'RLA N D, 1 EXAS —DocuSigny::EA Kevin Cole Mayor rDELi'ght+d by: 12677-1-DA32BB464 Crystal Roan City Secretary 965753. loe DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D ATI'ACI IMENTS: Map Letter Financing Agreement dated September 23, 2020 9f>>758.c1oc DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D IIII III I �Illnl �Inllllulll II �� II III IIIII � d n I uuum � �� I I I � u l I lull I I u VI 0ul m V I Ilhl I tl. I�i a III � III II II �� VIIV � I I. � IYV V lul i � IIII I I I 11 � dll a II I I I �V6111 II 1� � � II � � I I I �u I W I I u � � I �� r � I I i�l li� �IVIhI III I .A N � �� W � d u I II III I�� m uu II A'nl � l I� II I uu I III IIIII I I �� N I � lu o I � I I II v .I I II I II I II I II pp pp��I �I I@ I �� maul Ill. ��,�. ��V� II ��luo.�,�1I��I,��I� a I uVllllll� u .Ill;u l°l � l''u P" iul � � I �'� ��1'N s 4 ��i��r�llly'p �A'ri/o%O�c „III I /"��, %/��% �� '��, "�Illlb' ��ql III�Itl1��61u ��P�Illrh11 „1 1�)��Il��q�ll"N %��li;, �i/ ' / )(l 9' � rr J � � do•�'il n ��m, /,� � o'/�/ ' �� I�I ��Y�h�� q''4 �� „ ,�� /�� `;i/Gi " I � a��Jrvu�,y�w�ovnv�,w,,,,,,.,,,,,,,�,,,,*r��mw,�„„�o��o�„�, ////r � �wl.� I��.r , , ��l yi�/i r � f �i / l,III�mi� '. `, �'% . ,� , J DPI of �� , y/'��, ��//%i%�G�In ! �D� /j ri , t 4 'r,' NN 7I 4A, „tic Arlittell 474,1, 00 Vl 04 IIIIIIII,i/IIII , � W l�ri��////l°'�J ;, �, � Ali J,° r �I�p �'hdI�IPIIImuuIVHMIull "�I , 1.°��, u11 e f,r Jn:1�0/�//'D/,�a �Oo.. /�.w. �% /..� .� �,�� uum III' III IIII III III """ IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII I I IIIIIIIII IIII I I I IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII I IIIIIIIIIIIIIIIIIII II IIIIIIIIII!UIII IIIIIIIIIII I I IIIIIIIIIuIIIIIIIIIIIIIIVIIIIIIIIIIulllllll I IIII I IIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII III I II I II IIIIIIIIIII I I,111 I,,,,,.L,IIlliluuuglllllllllllllllllllllllll lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllu) IIIIIIIIIIIIIIIIIIIIIII IIIIIIIIII II DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D RESOLUTION NO. R2020-180 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into a Letter Finance Agreement with Reinvestment Zone No. 2, City of Pearland, Texas, associated with the Shadow Creek Park Project (Phase II). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Se•ction 1 That certain Letter Finance ,Agreement between the City and Reinvestment, tone No, 2, City of Peariand. Texas, a copy of which is attached Inere•to a Exhibit ""A" and made a part hereof for all purposes, is hereby authorized and approved, Section .2.. That the City Manager ar his designee is hereby authorized to execute and the City Secretary to attest the Letter Finance Agreement attached hereto_ PASSED, APPROVED and •ADOPTED this the 2/3irli day of Sitpteirinber A, • • •• •• •• • •••• ••i,•••••••••••• TOM RED MAYOR ATTEST. 11AIN„ TRMC, CMC CITY ,','.ECRETARY APPROVED AS TO FORM: DARR1N M. COKER CITY ATTORNEY 2020. •tin 1- DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D REINVESTMENT ZO E NO. crry OF PEAREAND„ TEXAS September 23,, 2020 lionc)rall.le Tom Reid ty o I, Pea riand 3519 „i rty Drive ri and, "I 'ex as 775,8 Re: nancing for 'ITITZZ Improvements: Shaekiw (rvvk Ruidi I'ark :Phase IT, "..1,11Z l'''r(..)j.ect No, 20-09-001 Dear 1%4ayor Reid: Fh (7ity of 1:."'earlan..d,. Texas (the "City ) andiReitwesttrient .Zotle No. TN,v(..), ()t,y of 17exa..s (the 'Zone) .have deternlined to proceed with tile following 71."1.RZ lilapr(...rvetnents, a oanteniplated 'hy theTni rth /k.triend.rrient tu Il)roject 1i n and l';"?einvestimerit Zone 1"..7i.i.l.a.ncirig Shadrvw Creek Ranch Park Phase 11; TIR"/ Pn.iiect No. 20-09-001 Attached to this letter i nap sliriwitig the area.vvhh is be.nefited by the 11.71R.Z Improvements over which the availlable "Tax. Inen2rnent 'will be appliedfor purposes of determining wh.en reitnbtrrsemnt is made. 717.he City 11.a.s agreedto pre -finance t1i sin and construction of .the '11.1RZ .linproveinents and the Zone agrees to reinibu:rse the pursuant to .the .terrns of TTR7 "Project Implementation and .1..,ci.rtibuirsenierit t)rocess. The Zon.t, lieret)y gives i t appn)val. of the .above described 71.1R.Z hhprovonetlts. .Ali applicable procedures set forth inthe document entitled "TIRZIPrriject Itnplementatiort and Reiniburs(ment Process." in..tist ic followed. The ,Zerrie's 'Engineer has deterrn.inedthat the 'budget (using 2020 dollars) established in the Zone,/s 1ourt,11 .Atmendinent to Project Plan and Reinvestm:ent .Zotie Finand:,ng .11art f(yr the above described.. rI1R.Z.1.:triprovetrienits is S1.0;17%283,, sibich includes construction. cost, design.. cost, ,associated response apparatus, and contingency. "The Zone is not obligated 'to reimburse the for any amount in excess c).1 that budgeted amount. DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D Uhsagreeralt,m.t was.. duly ztlittiorized at a. nieeting of the 130a.rd (;)1.. 17.tirectlt)ts of th.e Zon.e held on, th.e 2301 daypterrther„ 2020„ Ver,Y truly 'yours, RilINVESTMENT ZONE NO. 2 CIT't.' OF I3E,ARLAN1)„ TEXAS (SEI.,A.DOVIT y:IsI Herb Fein Chairmian„. Board of 'Directors BT_Isi Ali Hasanali Secretary„ 'Board cd Directors 2 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D day i 717orri 2,020. KK7573 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D LJA ENGINEERIN September 23, 2020 3600 W SCPM Houston Pkwy S, Suite 600 lliouston., Texas '77042 t 7119535200 LJA cann ISPE F-138,6 IBPLS 101110501 oard of Directors Reinvestment Zone No, 2, City of Pearland, Texas, City ,of Peartand, Texas. 3519 Liberty Drive Pearland, Texas 77581 Re: Project .,1,t 20-09-001, Shadow Creek Ranch Park Phase 01 Reinvestment Zone No, 2, City of Pearland, Texas LJA Project No. 1548-0000 (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 4ni 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 -Mien Boone Humphries Robinson LLP Mr. Clay Pearson - City of Pearland, Texas, 4 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D )A I 5,ep000n JP,( 7777177777777 77, 77,7,77! kellrwearriterOi 2.,11, No. 2, Ote Pongtaghtt. Town 77777Im tree k Ranch rimaRIT Agreeromo 26.0411X0. Shaokval:cetek kandt Parkin:me/I Proposed budget rum',4OArromodunernyt Atm rfrugsmchav PA,*irmovvo. 500400U ang,,,,,,,farling and NT MonoNliverl% NIgktong W.idevthig, anv:1 Sigvnanaban Arvirg M Dr"ive Pawirg www, sloror, Watto.aleo Sonar :htfoRrn SyLlefl, Charm tds Vmprrowerrent3 lbarld tare) treathun SI10 Dralinage Am* oral Okn:IreaNlam, V.ArACKM 1,,,undwopirm ill,rdepe,5A.C.*na:dpr Drirae MiernoTall aouric11,cad 11.]laR,161 HHHHOd 11,11r4orgrui,,...0 IN,NDANI:ke...ondirof IMOrm, 61Allter Pta1,111 mud C11,51 WWP 102 5,11),410, MYLIHare N3Nla 11OVIabe,.1,1,2b,(0,11. MCZOIEDVIDA, 5Ogral 511,1 86 Attevs lArroml 518.11,,preonrover, P.,r0,117,114,0 (FM 54 01 IrlpruverropaurN Cannirq,01,010, 044 Fi'inglinwerhug CoMinfould,P, ErtigOvvildrg Ranter Manage Plan Cont.; Mlarkuo, Cum* RafrElv Irgrovn Shauku 4:::FDok I, rad KR Pork "1 nvh. St.IR 1,r,0 S.vslern 5lItodow CA'1,0*Tvaill Vh.ale Aliort Dr,ch Lihroarcy PA nub,. C ro41.11,2,14way auvl,r2pro„ Sruaxic IllohMuug til.,Ede4olik3 EINNI4,01)0, 111.11170,NCIP, VICEYDRAKtWIV,411 5.4e,94111,,,E.Aler,Oorm 1dowivAnniu.,,,,(0,0.1thrm, IOU 111,3 Poirriburudle 11.41 truNglien fact, Anrocarym Co3t44 011an Wren:11,0mM C0,11.5 441 kir,HoSIHHHHHHHO THIHH Ullman( 0,0 5; v4151,174 Hnd HHHHJHH.Hine 59.878,439 FadDIREfer:T 131174/1.3 E,1a4 Ale, mr„isu ,Fkgb Nigh Sr.: luiDoO dkASO Pnrikutloph Camp., FI11050 El4oTroffu!doe FRI1511 SetaM Iducationat FmcnitieN Talal Ptlaf, AnerublIonn: 5267,n.al 47D„cal::1 57,W4rADab S7357.160 `717E37777777. P1147444/4/7771, HI HHroldfloPIK A41164V11"01411'k, (1.1,N HP 577 777 $0 H1777.3'37E0 78,7177,7 1511 ,FMV 1411. ZHEE ENH Hod. Jan. nuo ENP; 14r44/444/. 14*.di'lyne111 S,10,44/4 11(17 11779,2774/ 4444/ ..144140,0.51.e fea Future "Ha 2 Plr eictis 011)20 Dakrayd, ??1)1)1)!!)... /1/44114/4,444/41 5 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D 2�!%� y\;«',z \ I11^ "11111111111111,1,1,1,1111111111110111°111 ;% 0 /$ 11111111111111111 ' /' /' 2\'/q, \ / « tOk 11).)111,);? • +, 41, 0 0 w 0 71- c.1 co , c9 u0 0(5")< 0 cow 0 a) 0 o_ Ti) Lu .c) z 7 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D CITY OF(a.EARLAND REINVESTMENT ZONE NUMBE TWO OF PEARLAN TEXAS Tin PROJECT IMPLEMENTATION AND 30, 1999 SHADOW CREEK, RANCH Page of 19 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D TIRZ Project Implement t don and Reimbursement Process To hen the process of planning, dt,siyi, construction and reimbursement under the TTRZ Plan the TIM and the Developer/Sub-developer will sign a reimbursement greemem that establishes the extent of THU Improvements (the "'Project') and the terms and *4 rations 41111i,Cr which the Project will be eligible for reimbursement The reimbursement agreement, once executed. shall constitute the approval by the TIRZ for the Developer/Sub-developer to proceed with construction of the Project The reimbursement agreement will establish: (1) the itru htitative ;:,,e1 qualitative aspects and Character of the Project, (2) the maxi] um costs to be reimburs,IL for the Project (3) a checklist cf requirementa for implementing d completing the Prej-1 tor raimbi,traernent, and (4) the procedures for the review ,of the Project far the purposes of the 11R2 approving reimbursement of Project costs once construction is completed (5) the Mermen 1 assess' valuation criteria which inuat be acilleved before iehnbursentents may commence., The maxim= costs to be reimbursed to the Developer!Sub-developer for the Project shall be establishedh the reimbursement agreement, based on the TIRZ Engineer's determination of the scope of TIRZ capital trpoverncnts that are consistent with the TIRZ Plan in the development rif the Developer/Sub-developer's development area, The quantitative arid ualitative speets arid eh meter of the Project shall be a depicted in the Project and Fin icing Plan, the PUD, the Development Agreement, Shadow Creek Ranch Desi • Guidelines and other, related documents m e available to the Developer/Sub-developer, These shall establish the over-all intent of the development for Sh lw Creek RI, ch TIRZ, including those portions of the !MOW plan improvements ,00ristituting the Project to he undertaken by the Developer/Sub-developer under the reimbursement agreement, The cedur „ fix the desiem nd construction of the Project shad be as follows:, Prior to commencing construction, the Developer/Sub-developer :shall pre all net,essary piens and , ecificatirms whir+ shall be ,approved, by all regulatory authorities having, jurisdietion Developer/Sub-develo , shall bid II contracts in accordtmce with Texas cumpetitive bidding laws for public in 0,1 ovements and lo accordance with any requirement of the City and in MI compliance with the rules and regulations, of away local, regional, atate Ibr facral agcncics having, jizianiction„ arid shell riemply with all policies of the City as they may be in effect from time to time, Developer/Sub-dev eloper shall construut the yjvt ijuacixi Jail :cc, with all, local and state law for eurstruction of public imprevements; !;:05)14,0,44,4100%10.41Natioeyeant, Page 4 of 19 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D 4, Developer/Sub-develom shall obtain inspections and approvals in accordance with ail of the City of P riand's proccsses rl procedures, a with the processes and part Of any at° "ty or a.;,'Fney having jurisdiction; the ,Developert Sub developer shall be responsible for any City of Pe:Maud or other agency review and/or inspection fees, 5 Developer/Sub-developer shatil, obtain inspections and approvals firm Shadow Creek Ranch Maintenance Association (SCRMA); and 6, Developer/Sub-developer shall !submit documentation demonstrating th t ;the Project sot; r;ompletted in accordance with the terms of the reimbu, lenient agreentent as subst 'tonally set out in the check list specified below. The checklist of requirements for 1IR2: reirnhtlrsemcnl d compkting the Project include but are not limited to, the followinx RC4xarded Plat ......, Approved Pions and Specifications City of Pentland -approved form of Contract for Construction NoticerBid Advertisement Affidavits Rcommendation of Award Payment refformance and Maintenance t3ondBonds insurance Certificates Exec.ut.LJ Contract for Cr struction Notice To Proceed and Inspection Reports Certified Pay Applications Approved Change Orders Certates of Completion Letters of Acceptance (inci, City of Pearl' ...., Consent of Surety for Final Papuan ContractorsUnconditional Release of Liens Record 'Drawings For ail T:11! Z Improvements includy in the Plan, the completed document tion s, 41 be submitted to the TIRZ Administrator and shall be reviewed for compliance with the reimbursement acernrntbytheT1R7 Engineer rid the Tin Auditor (the °TIRZ Co'.t,4' Ittant The TIRZ Auditor will confirm with any Municipal Utility District ("MUD") in, which & Project is loeat t the Developer/Sub-Developer is not ing reimbursed for the Project by the MUD, All TZ Consultants' colds saeimed with the review of the Developer/ sub_,,„,deve-loper reimbursement review documentation shall be paid by the Developer/Sub-developer upon the ,41DMA*1111dIKIPIPOW ..4,09111,1 - 2 Page 5 of 19 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D submittal of the telinhui sement peek age. The TIRZ Consultants will review the docattitentatitat to verity t the cots for the Project an cli 'hle for T11112 reimbursement u i r the terms and conditions specified in the reimburiernent apeerrient. Once the. ;review of the submitted package is complete, the TraZ Cons Itants, shall make a reco , mendation to the 'ERZ Board in conformance with the reimbursement gr Dement 'When approved, the Project reimbursement costs will he lolled ter priority of 1,irmlitarserrient ,as estabhsh by the reimbursement approval. date and etc 'Project id, Fin cng Plan.. If appropriate, the T[RZ Bo -d will votommend to the City to reimburse the DeveloptalSub- developer when, incternent from the Project becomes available. 4,00MAIMIHO KOPEcurrzierAWM.C, - 3 - Page 6 of 19 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D MINUTES OF THE BOARD OF DIRECTORS MEETING TAX INCREMENT REINVESTMENT ZONE NUMBER TWO CREEK RANCH CITY OF PEARLAND TEXAS, OCTOBER 28, 2019 I 2:00 P.M. CITY HALL ANNEX BUILDING„ 3523 LIBERTY DRIVE, PEARLAND, TEXAS. 1. CALL TO ORDER AND ROLL CALL Chair Fain calledthe meeting to order at 2i00 pirn, 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 lionini Director Ali Hasanali Chair Fain asked those present to introduce themselves and noted that Directors Knight and Loessin were absent. Others in attendanceTom Reid, Mayor City of Peariand. 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 IBoone Humphries Robinson LILP; Drew Pelter, Shadow Creek Development; James IRoss, LJA; Sue Darcy, Alan Mueller, and Jan Buehler, Marsh Darcy Partners, IL PURPOSE OF THE MEETING: . Consideration and Possible Action - Regarding the Regular Meeting, Minutes of the September 24, 2018, Tax Increment Reinvestment Zone Number 2 (TI'''Z 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 S570„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, arid passed unanimously. Consideration and Possible Action - Investment Report for the Quarter Ending June 2019. s. Pearson presented the, Investment Report for the period ending June 30, 2019 noting the portfolio market value and interest earned represented by cash and money market funds, She reviewed the distribution and holdings reports noting the total book value is $21,809,744. Director Hasanali asked whether, in light of economic fluctuations, there would be any Page 1 of 4 10/28119 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D 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 4'" Plan Amendment and revised budget, and the ,status of I.,FAs 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 .A.nnuai Report as presented was seconded by Director Hasanali„ and passed unanimously. Consideration and Possible Action - Ratification of invoices authorized for payment by the Invoice Review Committee. Mr. Mueller state. the Invoice Review Committee (IRC) consists of Directors King and Fain who review consultants" invoices on a monthly basis. The Ilist 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 far 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 'end 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 af 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 - L tter Finance ,Agreements. a19-10-001 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. Weiler reminded of the purpose of ILetter Finance Agreements (LFA) rioting that the forrn used by LJA, is the same for each presented. Director King requested clarification whether the Page '2 of 4 — 10/2,8/19 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D projections in agenda item #10 reflect any cash needs for the projects; to which Mr. Mueller replied that all four projects am 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 LIFAs 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 Reveriue Bonds, Series 2019. Mr. Mueller advised that bonds issued by the Development Authority of Pearland in October will be funded in Novembeel he 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 inforination only. No action was required, 9, Discussion Item — Developer relm,cursements 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. e noted that $6,155,147was 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. M. 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, It 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 Iletter 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 deing. Ms. Humphries advised that there is nothing known affecting the Director Tonini asked on behalf of the school district whether there would be any possibility of extending the TIRZ with regard to financial planning, and stated that the school district would appreciate guidance in the future. Mr. Mueller responded that, at this time, there would not be anticipation of terminating ,early and extension could be reviewed. Page 3 of 4 — 10/28/19 DocuSign Envelope ID: 198713ED-09AD-4F00-9578-8BB273C4ED7D RI ADJOURN There being no further business, Director Tonini moved to adjourn at 308om, which was seconded by Dlrector APPROVED: is/ Herb Fain Herb Fain Chair,Beard of Directors ATTEST: is/ Ali Hasanal Ali Hasanali Secretary, Board of Directors Minutes.. approved as .submitted andlor amended on September .23„ 2020. Page 4 of 4 --- 10/28119