RDAP 2022-05 2022-10-27
RESOLUTION NO. RDAP 2022-05
A RESOLUTION OF THE DEVELOPMENT AUTHORITY OF PEARLAND (DAP),
AUTHORIZING DEVELOPER REIMBURSEMENTS TO 518 SCR, LTD, OR ITS
SUCCESSOR OR ASSIGNEE, AND TO KB HOME LONE STAR. INC. FOR TIRZ
INFRASTRUCTURE IMPROVEMENTS FOR A TOTAL AMOUNT OF
$11,190,538.
BE IT RESOLVED BY DAP BOARD OF DIRECTORS:
Section 1. That the Development Authority of Pearland, TX hereby authorizes
cash reimbursements in the amount of $7,985,039 to 518 SCR, LTD, or its
successor or assignee, and $3,205,499 to KB Home Lone Star, Inc. for TIRZ
infrastructure improvements for a total amount of $11,190,538.
PASSED, APPROVED, AND ADOPTED this ____27th ________ day of
____October________. A.D 2022.
_________________________
DAP CHAIRMAN
ATTEST:
________________________
DAP SECRETARY
DocuSign Envelope ID: D6197D69-555E-43B6-B203-698A24A1B8DA
DEVELOPMENT AUTHORITY OF PEARLAND
City Of Pearland, Texas
Independent Accountant's Report on Application of
Agreed-Upon Procedures of Costs Reimbursable to
518 SCR, Ltd., and
KB Home Lone Star, Inc., from
$11,190,538 of Surplus Tax Increment Revenues
As of October 28, 2022
Draft
McGrath & Co., PLLC
Certified Public Accountants
2900 North Loop West,Suite 880
Houston,Texas 77092
713-493-2620
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 on amounts reimbursable to 518 SCR,Ltd., and KB
Home Lone Star, Inc., (the "Developers") from $11,190,538 in surplus tax increment revenues. The
Development Authority of Pearland (the "Authority") is responsible for amounts reimbursable to the
Developers.
The Board of Directors of the Authority has agreed to and acknowledged that the procedures performed are
appropriate to meet the intended purpose of providing users with information on the distribution of surplus
tax increment revenues to the Developers for costs incurred on behalf of Tax Increment Zone No. 2 (the
TIRZ"). This report may not be suitable for any other purpose. The procedures performed may not address
all the items of interest to a user of this report and may not meet the needs of all users of this report and, as
such, users are responsible for determining whether the procedures performed are appropriate for their
purposes.
The procedures and any associated findings are as follows:
1. We allocated principal and interest available to be reimbursed to unreimbursed letter financing
agreements of the TIRZ based on the relevant letter financing agreements. The projects and amount
to be reimbursed have been selected by the Authority.
The current reimbursement from the available surplus tax increment revenue of$11,190,538 has
been allocated as follows:
Current Accrued Current
Entity LFA Principal Interest Reimbursement
518 SCR,Ltd. LFA 12-06-001 $ 1,041,708 $ 517,855 $ 1,559,563
518 SCR,Ltd. LFA 13-06-002 3,077,854 1,725,998 4,803,852
518 SCR,Ltd. LFA 14-06-001 1,082,895 538,729 1,621,624
KB Home Lone Star,Inc. LFA 14-06-002 2,224,587 980,912 3,205,499
$ 7,427,044 $ 3,763,494 $ 11,190,538
2. Documentation supporting items, amounts, and proof of payments for which reimbursement has
been requested has been inspected.
No exceptions were found as a result of this procedure.
1 Draft
Board of Directors
Development Authority of Pearland
City of Pearland, Texas
3. We recalculated interest on amounts reimbursable in accordance with the reimbursement
agreements and letter financing agreements.
Interest payable is presented in the attached Schedule A
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 the Developers for the current
period,previous reimbursements made, and remaining unreimbursed letter financing agreements.
We were engaged by the Authority to perform this agreed-upon procedures engagement and conducted our
engagement 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 engagement,
the objective of which would be the expression of an opinion or conclusion, respectively, on amounts
reimbursable to the Developers. 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.
We are required to be independent of the Authority and to meet our other ethical responsibilities, in
accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
This report is intended solely for the information and use of the Authority, the TIRZ, and the Developers,
and is not intended to be and should not be used by anyone other than these specified parties.
Sincerely,
Houston, Texas
October 27, 2022
2 Draft
H
_ (a
0
E
Ts
F- "
Z F
rti'[zl
Ei
F E.
Z
g
U
U
v a c
a v
m N w h
C
44
C
Z N I N N
11Fm _ V y- N — - N -
aN r , _
o - z
o a N N
a
c- N N, N N N ,
z -
d ' -
- '
d c ' F N - A 5 w 7-
aw ¢ �, , - ao
gCa4 _ r,
v il. N - a N N
Z :f} ¢ ay N P - N -
w
a v A. a v
C
7 •
w E
a v
v F F F v
z z z z z z z z z z z z z z z z z z z z z z
. v _ v
v v
Q = o w —
Ee — �� _ _ v v — 7 v • c w
a
792
O
u G 3 O O 3, O O N Nd
- - � o - - w o "' v
c E
� > r
a a a a a ,,: . 7 c= E a c= a Q a N a a c: c= ^,c= a 7 c a a a
E E E E E E 4 E 3 EE E E N E m E e E E E E 2 E 5 « o E F 5
u° u° C. u g v = c, u c, , , u° u° u° s u v v e c., � � p u° p u° u
E E E N n 5 0 E ,- E E fT1I E 5 0< N o L o E c E N E E E E
° r c J ° `0 o a °° o 0 ° _ o: c� o E 0 0 0 0 * 0
Fz E 0 > > a > 31 > z > s > 1 E a 'E z E — > _ > > > 0- > c > > > > 7 >
C C C C C C e, C = C x C ,o C F C W C G `� O " C y C x C a C . > C
LN is ice ' -, 4 - g ' oy gi; t ; one E5 Y u. eo, 6n' , o`o , nn ,
52
U w,U yU - U > U YU F:. 0 S(g) Su SU . 0 QU . 0 VU VU CU YU JU VU `U . 0 YU
il - 5 : i 5 a 3 - 5 5 = e e 5 — 5 S i M „gi 8 i E i S i ;ii _
—
- is
5iiaiM aii AaM, a
a a 1 1 a a a a a a a a e a a a a a 1
�` a H
4
A � CO
na _
I- '8
L F
m
F
Z
W
q
C .- c'
U s c
U
? u c -
Ar
F a ou m - - 0, v w m ,n N m
C
44
z q
? - = E'l2.
,
mv -
q F
a - ri M v N
o -
-
a m -
o q0. a a
F
_ 4-a u06 - a - - 0- - _ - A
z =
'rn - '
EWWE
o “ F a, - - ,; - - m _ a M - M N
a - a
d
5 �
w 'g y
� `_ ` •
v4 � , e` �, r N
-u c,
- v
7 •
v z z z z' z z z z z z z`
- F
y -. u
F e e e c e e o a a e e 7 e e e e m
E e h
e
7r
v v ry N v
c c -c � z1— - -m - -
ad
c
r
v ...Ti
F 0. a a = a. 0. a: a a a a: it
J - J -1 -1 - -1 -1 -1 'J v
E E o £ c, E c, cam F. ..- ''' E.o. u m £ £ 40
R 5 o c., a c, 3 u' c° C c°: - c� c, u u m
E E Ee FE .� : E E �. A y a y E e E h
a R a y v N v ti u � y ll i y. a -I i W l'
W 'p ` _ % a aL a
,c C = 5 cl a m 1 a J 0 - ,p 2 2 2 m i .e - c n
r s ', s e- B - � - t g- K ms o � a. rs ' ba K K
' " g 5, a T > : > : m ' _ , c 15 15 a rj / E E F y F
c . e . 'a . m . v . 3 ate' s c . m. 3 c a a . v . M z m m m - v
o v o v y ti ; N = y 58 o v g v 18 o f e, ti x i x ti ; Ili '. e� 5� R -, ° v a� u
Q c:J g U U o c; '-' cc c; a c: a"G °c m a mac; -) t o E z ;!-2, U l = al' a k,a R a
r' 3 `�' 3 _ 3 - 3 " 3 _ $ " $ SE S 3 2 3 _ 3 •v v v _ v, OS ,. c S R
' 0 m v _ - -,
e
d a rr
r
a a a a a a a a a a a a a a a a
-
. . . \ F
: ~ : ® (0
! , , ! , ,
Sk
k } . . . \ \ " \ ' 0
` & , / 42, ` \
) , / ( ®, J% \
' . . ''4 t . .
) } § § - \® {
\ . . ` ) \ . . . . `
\ , , § - . . . ^
: . . . § :,,
§ | (\(/
( ; / } N , -,,—. }
[ - ^ ` ) \ . . . `
\ \ ) \ . . . \ / \\ \
_\ § , , ,,
i' -, ' '
) ( , j .
./ ) } ; , i , ` , ,
\ / ) ) .
/ ( \ -\ » � k - •{\f }\ \}
z / j { /ƒ! , ! ) 2\=22�*
\ . _ ; , }(\ § \
! ' 6 \\\ƒ§§ %
\ ; , & , , §
) -. \ ) \ \ -
\ . N
) ) } \a - 2
® : i7-:,:k// :
.• E ` ( \ 2Elr, >a/ \ \
',If:
— ° ) �
\ / \\
( q
( \
! ! % ; : I 2.
4 \
} § / ` ! \ _ : \ Z
} /\ � : ( \\ \2 / ( \( \ )
gZ > / } }/ [ gg\ } y
\\ \\ \\ \ /\ \\ \ \ \/ } \
4/ / ± ( / }
RECEIPT FOR PAYMENT
WHEREAS, the Development Authority of Pearland (the "Authority") was
created on behalf of the City of Pearland (the "City") to implement the Project Plan and
Reinvestment Zone Financing Plan, as amended, for Reinvestment Zone No. Two, City
of Pearland, Texas (the "Zone"), for the purpose of financing eligible public
improvements to the land within the Zone; and
WHEREAS, the Zone and KB Home Lone Star, Inc. (the "Developer") entered
into Letter Financing Agreement LFA 14-06-002 (the "LFA") for the purpose of
designing, constructing, and financing the TIRZ Improvements described therein and
providing for the reimbursement of the Developer for funds advanced for such TIRZ
Improvements; and
WHEREAS, the Developer entered into contracts for the design and construction
of the TIRZ Improvements described in the LFA, and made all payments due to the
contractors under the construction contracts in accordance with the terms of the LFA;
and
WHEREAS, the Zone has surplus tax increment revenue funds available for the
purpose, inter alia, of making reimbursement under the LFA in accordance with the
terms thereof; and
WHEREAS, the amounts due to the Developer have been verified and more
particularly described in the independent accountant's report prepared by the
Authority's independent accountant, McGrath & Co., PLLC, dated October 28, 2022,
and attached hereto (the "Report"); and
WHEREAS, the Authority has approved the payment of the surplus tax
increment revenues in the amount set forth in the Report to the Developer.
NOW, THEREFORE, the Developer hereby (i) acknowledges the receipt of the
sum of $3,205,499, as partial payment of funds advanced to or on behalf of the Zone
under the terms of the LFA, including interest thereon, as described in the Report; (ii)
releases all liens and claims on such TIRZ Improvements to the extent of such amount;
and (iii) conveys to the City and the Zone all of its remaining rights, title, and interest in
such TIRZ Improvements to the extent of such payments. The Authority, the Zone and
the City are entitled to rely on this Receipt.
The Developer represents and warrants that it is the proper party to whom the
payment for the matters reimbursed herein should be paid by the Authority, and that
there are no other parties that could claim a right to payment of the reimbursement. IN
CONSIDERATION OF THE PAYMENT OF $10.00 TO THE DEVELOPER BY THE
AUTHORITY AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
1053036
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND
IN LIGHT OF THE WARRANTY THAT THE DEVELOPER IS THE PROPER PARTY
TO RECEIVE THE REIMBURSEMENT PAYMENT DESCRIBED HEREIN, THE
DEVELOPER HEREBY AGREES TO PROTECT, INDEMNIFY, DEFEND, AND
HOLD THE CITY AND THE AUTHORITY HARMLESS FROM ANY AND ALL
CLAIMS, ACTIONS, OR LAWSUITS ASSERTED BY ANY PARTY, OR ANY SUCH
PARTY'S SUCCESSOR IN INTEREST, REGARDING THE REIMBURSEMENT TO
THE DEVELOPER DESCRIBED HEREIN. THIS INDEMNITY AND HOLD
HARMLESS AGREEMENT RUNNING IN FAVOR OF THE AUTHORITY AND
THE CITY IS SPECIFICALLY INTENDED TO COVER ALL COSTS TO THE
AUTHORITY AND THE CITY OF ANY FUTURE LITIGATION INCLUDING
ATTORNEYS' FEES AND EXPENSES, OTHER DEFENSE COSTS, AND THE
COSTS OF ENFORCING THE INDEMNITY.
EXECUTED October 19 , 2022.
KB HOME LONE STAR, INC.
Name: Ryan Hawkins
Title: Director of Land Development
1053036
- 2-
RECEIPT FOR PAYMENT
WHEREAS, the Development Authority of Pearland (the "Authority") was
created on behalf of the City of Pearland (the "City") to implement the Project Plan and
Reinvestment Zone Financing Plan, as amended, for Reinvestment Zone No. Two, City
of Pearland, Texas (the "Zone"), for the purpose of financing eligible public
improvements to the land within the Zone; and
WHEREAS, the Zone and 518SCR, Ltd. (the "Developer") entered into the
following Letter Financing Agreements, LFA 12-06-001, LFA 13-06-002, and LFA 14-06-
001 (collectively, the "LFAs") for the purpose of designing, constructing, and financing
the TIRZ Improvements described therein and providing for the reimbursement of the
Developer for funds advanced for such TIRZ Improvements; and
WHEREAS, the Developer entered into contracts for the design and construction
of the TIRZ Improvements described in the LFAs, and made all payments due to the
contractors under the construction contracts in accordance with the terms of the LFAs;
and
WHEREAS, the Zone has surplus tax increment revenue funds available for the
purpose, inter alia, of making reimbursement under the LFAs in accordance with the
terms thereof; and
WHEREAS, the amounts due to the Developer have been verified and more
particularly described in the independent accountant's report prepared by the
Authority's independent accountant, McGrath & Co., PLLC, dated October 28, 2022,
and attached hereto (the "Report"); and
WHEREAS, the Authority has approved the payment of the surplus tax
increment revenues in the amount set forth in the Report to the Developer.
NOW, THEREFORE, the Developer hereby (i) acknowledges the receipt of the
sum of$7,985,039, as final payment of funds advanced to or on behalf of the Zone under
the terms of the LFAs, including interest thereon, as described in the Report; (ii) releases
all liens and claims on such TIRZ Improvements to the extent of such amount; and (iii)
conveys to the City and the Zone all of its remaining rights, title, and interest in such
TIRZ Improvements to the extent of such payments. The Authority, the Zone and the
City are entitled to rely on this Receipt.
The Developer represents and warrants that it is the proper party to whom the
payment for the matters reimbursed herein should be paid by the Authority, and that
there are no other parties that could claim a right to payment of the reimbursement. IN
CONSIDERATION OF THE PAYMENT OF $10.00 TO THE DEVELOPER BY THE
AUTHORITY AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
1053027
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND
IN LIGHT OF THE WARRANTY THAT THE DEVELOPER IS THE PROPER PARTY
TO RECEIVE THE REIMBURSEMENT PAYMENT DESCRIBED HEREIN, THE
DEVELOPER HEREBY AGREES TO PROTECT, INDEMNIFY, DEFEND, AND
HOLD THE CITY AND THE AUTHORITY HARMLESS FROM ANY AND ALL
CLAIMS, ACTIONS, OR LAWSUITS ASSERTED BY ANY PARTY, OR ANY SUCH
PARTY'S SUCCESSOR IN INTEREST, REGARDING THE REIMBURSEMENT TO
THE DEVELOPER DESCRIBED HEREIN. THIS INDEMNITY AND HOLD
HARMLESS AGREEMENT RUNNING IN FAVOR OF THE AUTHORITY AND
THE CITY IS SPECIFICALLY INTENDED TO COVER ALL COSTS TO THE
AUTHORITY AND THE CITY OF ANY FUTURE LITIGATION INCLUDING
ATTORNEYS' FEES AND EXPENSES, OTHER DEFENSE COSTS, AND THE
COSTS OF ENFORCING THE INDEMNITY.
EXECUTED , 2022.
518SCR, LTD., a Texas limited partnership
By: PSWA, Inc. a Texas corporation,
as the Sole General Partner
By:
Name:
Title:
1053027
- 2-