2008-08-25 RTIRZ-2008-01RESOLUTION NO. RTIRZ-2008-01
A RESOLUTION OF THE BOARD OF DIRECTORS FOR THE PEARLAND TAX
INCREMENT REINVESTMENT ZONE NUMBER TWO (TIRZ #2) APPROVING
RECOMMENDATION FOR REIMBURSEMENT (LETTER FINANCING AGREEMENT
(LFA) NO. 06-08-003).
WHEREAS, Reinvestment Zone Number Two, City of Pearland, Texas (the "Zone") has
been legally created by the City of Pearland, Texas (the "City"), pursuant to Chapter
311, Texas Tax Code; and
WHEREAS, the City and Zone have approved the Zone's Project Plan and
Reinvestment Zone Financing Plan, and amendments (the "Plan"); and
WHEREAS, the City, the Zone and Shadow Creek Ranch Development Company, L. P.
entered into a Master Developer Reimbursement Agreement as of September 22, 1999,
in order to implement a portion of the Plan and facilitate the development of the public
improvements related to the project and described in the Plan and to provide
reimbursement to Shadow Creek Ranch Development Company, L. P. for costs and
expenditures related to such improvements recommended for approval by the Board of
Directors of the Zone (the "Board of Directors") from the Zone's engineer (the "Zone
Engineer"), the Zone's auditor (the "Zone Auditor") and the consultants or City staff
administering the affairs of the Zone (the "Zone Administrator"); and
WHEREAS, the Shadow Creek Ranch Development Company, L.P. and the Zone
entered into a Letter Financing Agreement, dated August 28, 2006 (the "Letter
Agreement") in which the Board of Directors approved construction of the specific TIRZ
improvements described in the Letter Agreement and established a budget related to
reimbursement (the "TIRZ Improvements"); and
WHEREAS, the Shadow Creek Ranch Development Company, L.P. has applied to the
Zone (the "Application"), for reimbursement of Shadow Creek Ranch Development
Company, L.P.'s costs and expenditures, plus interest, incurred in developing the TIRZ
Improvements as described in and contemplated by the Letter Agreement; and
WHEREAS, in response to the Shadow Creek Ranch Development Company, L.P.'s
Application, the Zone Engineer, the Zone Auditor and the Zone Administrator have
reviewed the Application and the TIRZ Improvements and have certified that the TIRZ
Improvements are complete and are in order for reimbursement in accordance with the
Application (the "Reimbursement"); and
WHEREAS, the Zone Engineer's letters regarding the TIRZ Improvements are attached
hereto and incorporated herein as Exhibit "A" (the "Engineer's Report"); and
RTIRZ 2008-01.doc
WHEREAS, the Zone Auditor's letter regarding the TIRZ Improvements is attached
hereto and incorporated herein as Exhibit "B" (the "Auditor's Report"); and
WHEREAS, the Zone Administrator's letter regarding the TIRZ Improvements is
attached hereto and incorporated by reference herein as Exhibit "C" (the "Zone
Administrator's Letter") (collectively, the Engineer's Report, Auditor's Report, and
Administrator's Letter may be referred to as "Consultants' Reports"); Now, Therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS:
Section 1. The Board of Directors hereby approves the Consultants' Reports and the
Reimbursement, including but not limited to, the recommendations that the Shadow
Creek Ranch Development Company, L.P. be reimbursed for the expenditures
enumerated or referenced in such reports plus interest as applicable.
Section 2. That the Board of Directors hereby authorizes its Chair to execute the
Letter Agreement Establishing Priority for Reimbursement relating to the TIRZ
Improvements.
Section 3. The Board of Directors hereby approves the submittal of the Letter
Agreement and consultants' reports to the City for reimbursement in accordance with
procedures established in the Agreement By and Between the City of Pearland, Texas,
Reinvestment Zone Number Two, City of Pearland, Texas, and the Development
Authority of Pearland, effective as of October 11, 2004.
PASSED, APPROVED, AND ADOPTED this 25th day of August, A.D. 2008
IGEL HARRISo~
TIRZ CHAIR, BOARD OF DIRECTORS
ATTEST: ~~ }
C ~ ~a/
MIKE P BU
TIRZ SECRETARY, BOARD OF DIRECTORS
RTIRZ 2008-01.doc
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA AND FORT BEND§
I, the undersigned officer of the Board of Directors of Reinvestment Zone Number Two, City
of Pearland, Texas, hereby certify as follows:
1. The Board of Directors of Reinvestment Zone Number Two, City of Pearland, Texas,
convened in regular session on the 25th day of August, 2008, at the regular meeting place thereof,
and the roll was called of the duly constituted officers and members of the Board to-wit:
Nigel Harrison
Gary Cook
Mike Pyburn
Jo Knight
Ron Castillo
Gary Davis
Donna Coleman
Larry Loessin
Ken Phillips
Chair
Vice Chair
Secretary
Director
Director
Director
Director
Director
Director
and all of said persons were present, except Director(s) Mike Pyburn and Ron Castillo, thus
constituting a quorum. Whereupon, among other business, the following was transacted at the
meeting: a written
A RESOLUTION OF PEARLAND TAX INCREMENT REINVESTMENT ZONE #2 (TIRZ #2)
APPROVING RECOMMENDATION FOR REIMBURSEMENT
(LFA No. 06-08-003)
was introduced for the consideration of the Board. It was then duly moved and seconded that
the resolution be adopted, and, after due discussion, the motion, carrying with it the adoption of
the resolution, prevailed and carried unanimously.
2. That a true, full and correct copy of the aforesaid Resolution adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this certificate; that the
Resolution has been duly recorded in the Board's minutes of the meeting; that the persons named in
the above and foregoing paragraph are the duly chosen, qualified and acting officers and members
of the Board as indicated therein; that each of the officers and members of the Board was duly and
sufficiently notified officially and personally, in advance, of the time, place and purpose of the
aforesaid meeting, and that the Resolution would be introduced and considered for adoption at the
meeting, and each of the officers and members consented, in advance, to the holding of the meeting
for such purpose; that the meeting was open to the public as required by law; and that public notice
of the time, place and subject of the meeting was given as required by applicable laws, including
without limitation, Chapter 551, Texas Government Code.
SIGNED this 25th day of August, 2008. ~ ~ ~ \
Mike Pyburn [p,(`'")
TIRZ Secretary, Board of Director
RTIRZ 2008-01
Exhibit "A"
Engineer's Report
RTIRZ-2008-01
t.JA Engineering l4. Surveying, Inc. ~ /~
2928 Bna-G¢~K ~rve f'ncre 713.957.5206
3uA? 6~{` F"ax 713,953.502&
t s'en. rOz %744237u3 wwrt.i!aen~~neo« ng.com
Aag~,~t ~ 5, zoos
Board of Directors
4'2einvestment Zane No. 2, City of Pearland, Texas
clo City of Pearland, Texas
3519 Liberty Drive
Pearland. Texas 77581
Re Reinvestment Zone No. 2. City of Pearland, Texas
Completion of TIRZ Improvements
Described in the letter Financing Agreement Dated August 28, 2006
lFA # 06-08-003 - S.H. 288 Frontage Road
LJA Job No. '1548-0000 (12.9)
Dear Mr. Chairman and Members of the Board:
~s the Engineer for Reinvestment Zone No. 2, City of Peadand, Texas (the "Zone"}, t have reviewed
the completed documentation submitted by Shadow Creek Ranch Development Company, L P sthe
`Master Developer°} relating to the TIRZ Improvements described by the Letter Financing
Agreement # 06-08-003 dated August 28, 2006 {the "Letter Financing Agreement"}_ By the Letter
r=(nanring Agreement, the Master Developer agreetl to pre-finance the TIRZ Improvements that are
tr, be reimbursed in accordance with the Reimbursement Agreement between the Coy of Pearland..
the Zane. and the Master Developer dated September 22, 1999 {the 'Reimbursement Agreement').
The letter Financing Agreement states that the budget (adjusted for inflation} established €n the
Zone's Project Plan and Reinvestment Zone Financing Plan for the TIRZ Improvements is
$1,276,667 pEus "developer interest" calculated per the Reimbursement Agreement.
The Master Developer has provided, and I have reviewed, the necessary documentation to prove
compliance with aEI procedures set forth in the document entitletl "TIRZ Project Implementation and
Reimbursement Process." Sased upon my review, I conclude that the completion of the TIRZ
Improvements was conducted in compliance with the Reimbursement Agreement and the
procedures set forth in the document entitled "TIRZ Project Implementation and Reimbursement
Process.` is complete, and is in order for reimbursement. I therefore recommend that the Zone
reimburse fhe Master Developer the amount of $1,000,000 for the funds advanced to the Zone far
the TIRZ Improvements, plus "developer interest" calculated par the Reimbursement Agreement, as
applicable. A detailed breakdown of the rusts of the construction of the TIRZ Improvements is
attached to this letter.
If you have any questions. please call me at 713.953.5096.
~S^i'n'c~erely, j/,/}
James D. Ross. €'E
E n~ir7acr for the Zone
JDRIdI
Attachment
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Auditor's Report
RTIRZ-2008-01
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(bra; 19r. t'hainn;3n and ?ti7embcrs tai the Board:
~h ling ltedvpcndcnt acrtzttniatlt Rx' R~imcsitnent /.onz iti o. Two. C ils ~~(~ Pcarisnd, leti,~
ni«~ ~-:.uno'~! ~:.• It;3~.e reviewed the cnmE~leicd doctun<nteniun submit?ed h} Shado~c C7eck E?.ti c}~
(1e°, i.~Funer! Cstiat i~:aty. (.. N_ (thy"°4lastar tlercloper'7 rclm int to the ,rou,tnicuen -,i ti;~, (IRI
liur~itnctncnis d~serihed hr that letter l~inailu n! ;1 ~~E~entents rn>t~~c( on Se15e~iulr a tlfi(: -'; . ri;~r
mina i r.~. Ar_txcmcros")_ ~F3c the Letter Finan~ir~e Agrecmen!. i.te 41~tsrt~! i7<e<4oi r _r(~<<{ <<.
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'.ta,a-t r?cretcr, r datc~t September ~'~_ 19ct4It6e "lZcin ihorscment A~~lccim-an";.
i3asett ttpt»i :n.:r re~ieu ~,i the pzie menu nruie .and of the certillcation of aim ~~,-tc=.
€ -1ar~c'. r, 7 con I*r:.tr that the ctauiruction of 6!c l7RL Ilnprov~tncnls ~t as c<,nduct.d ,t+x: ha c
f,ccr om p~ete.l in compliance with the kennluirsctnent rl zrceuteni and Ote dc!~~unx~t it cnnrltiti
--i li+l I•rE;~lc!nen[ution and iteil,ibEEC~clncnt Proccss~~ anti are in o;ih•r Inr reimhur;emant t:E~oit
.tc_tI tl i .,, .~! CcmdS_ ~L'r flmrc Rxc rectnnmend that ttre Lune reimbu r>e the ~ltatster Uc ,I„}~ r ihr
en;iou rtn fndicafaJ can Schedt.~lc° A tier the funds advanced u' the Zor:e Ior the iesi}?n and
~~;is i !c [': ot! ttt Eh:: I~1R/ Impr<icci7tcnl s. t4hld~ is t~itliin Qte 7~I kt/ bu;l ~,ci fadju;icd I ~° n=r?s;ur=r!;
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°ae~.e!<~per~tnicrrst" an !h!~ advannr shzill be caleuleued ~t[ G51i Frereent pot tetnr=.rn 1-:x ~p .c ll~.r
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iinpr=~~rmel5[s l3a;ed upon ibis t.3te of inicrc,t. uiteresC due a`i uE the dale nl lEi; leti~rr ~ ~mlieatec
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Exhibit "C"
Finance Director's Letter
RTIRZ-2008-01
August 18, 2008
Pearland Reinvestment Zone No. Two
Board of Directors
3519 Liberty Drive
Pearland, TX 77581
Re: TIRZ Improvements -Hwy 288 Access Road per Project Number 06-08-003
Dear Board of Directors:
I have reviewed the procedures followed by Shadow Creek Ranch Development
Company, Ltd. (the "Master Developer") related to the implementation of the Zone
project referenced above. Pursuant to the Letter of Financing Agreement, the Master
Developer agreed to pre-finance costs associated with the design and construction of the
Hwy 288 access road to be reimbursed in accordance wit the Reimbursement Agreement
between the City of Pearland, the Zone and the Master Developer dated September 22,
1999.
Article VI of the agreement, states that ...promptly upon completion of the construction
of any TIRZ Improvement, the City shall furnish a Letter of Acceptance so certifying
Article V, Section G. (iii) states ......the Reinvestment Zone shall reimburse the
Developer or Subdeveloper as soon as practical once (1) the TIRZ improvements have
been completed and the Letter of Acceptance received with respect thereto, and .........
Payment has been Inade to the Texas Department of Transportation, who will be
managing and constructing the project. The actual construction project itself is not
complete however the developer has made their payment.
This Letter of Acceptance is only certifying that payment has been made. Construction is
not complete.
~ A^^I
Claire Bogard
Director of Finance
City of Pearland, TX
3519 LIBERTY DRIVE • PEARLAND, TEXAS 77581-5416 • 281-652-1600 • www.ci.pearland.tx.us
Exhibit "D"
Zone Administrator's Letter
RTIRZ-2008-01
REINVESTMENT ZONE NUMBER TWO
CITY OF PEARLAND, TEXAS
LETTER AGREEMENT ESTABLISHING PRIORITY FOR REIMBURSEMENT
August 25, 2008
Shadow Creek Ranch
Development Company, L.P
Attn: Gary Cook
2947 East Broadway, Suite 303
Pearland, Texas 77581
Re: Your Application for Reimbursement pursuant to Letter Financing
Agreement No. 06-08-003
Dear Mr. Cook:
The Board of Directors of Reinvestment Zone Number Two, City of Pearland,
Texas, and its consultants, have received and reviewed your Application for
Reimbursement of the above-referenced Letter Financing Agreement. At its meeting
on August 25, 2008, the Board of Directors approved your Application for
Reimbursement. The Board of Directors has submitted your approved Application for
Reimbursement to the City of Pearland and the Development Authority of Pearland for
reimbursement in accordance with the procedures established in the Agreement By and
Between the City of Pearland, Texas, Reinvestment Zone Number Two, City of
Pearland, Texas, and the Development Authority of Pearland, effective as of October 11,
2004. The Project reimbursement costs will now be logged for priority of
reimbursement as established by the reimbursement approval date and the Project and
Financing Plan. A copy of the Resolution Approving Recommendation for
Reimbursement is attached.
Sincerely,
Chair, Board of Directors
2008-OS-21 Ex D SCRanch letter.dx
Agreed to and accepted by Shadow Creek Ranch Development Company, L.P.
this ~~rnday of nu9ust , 2008.
SHADOW CREEK RANCH DEVELOPMENT
COMPANY L.P., a Nevada limited partnership
By: Shadow Creek Ranch, Inc.
a Nevada corporation, its general
partner
G ~ d
Bye f/_~ _ ~~~
Gary W. ook, President
2008-08-21 Ex D SCRanch letter.doc
Exhibit "D"
Zone Administrator's Letter
RTIRZ-2008-01
REINVESTMENT ZONE NUMBER TWO
CITY OF PEARLAND, TEXAS
LETTER AGREEMENT ESTABLISHING PRIORITY FOR REIMBURSEMENT
August 25, 2008
Shadow Creek Ranch
Development Company, L.P
Attn: Gary Cook
2947 East Broadway, Suite 303
Pearland, Texas 77581
Re: Your Application for Reimbursement pursuant to Letter Financing
Agreement No. 06-08-003
Dear Mr. Cook:
The Board of Directors of Reinvestment Zone Number Two, City of Pearland,
Texas, and its consultants, have received and reviewed your Application for
Reimbursement of the above-referenced Letter Financing Agreement. At its meeting
on August 25, 2008, the Board of Directors approved your Application for
Reimbursement. The Board of Directors has submitted your approved Application for
Reimbursement to the City of Pearland and the Development Authority of Pearland for
reimbursement in accordance with the procedures established in the Agreement By and
Between the City of Pearland, Texas, Reinvestment Zone Number Two, City of
Pearland, Texas, and the Development Authority of Pearland, effective as of October 11,
2004. The Project reimbursement costs will now be logged for priority of
reimbursement as established by the reimbursement approval date and the Project and
Financing Plan. A copy of the Resolution Approving Recommendation for
Reimbursement is attached.
Sincerely,
Chair, Board of Directors
2008-OS-21 Ex D SCRanch letter
Agreed to and accepted by Shadow Creek Ranch Development Company, L.P.
this 25th day of August , 2008.
SHADOW CREEK RANCH DEVELOPMENT
COMPANY L.P., a Nevada limited partnership
By: Shadow Creek Ranch, Inc.
a Nevada corporation, its general
partner
~'
c D
By
Gary Cook, President
2008-08-21 F.x U SCRanch letter
AGENDA REQUEST
BUSINESS OF THE TIRZ NO. 2
PEARLAND, TEXAS
AGENDA OF: 08/25/2008 ITEM NO.: RTIRZ-2008-01
DATE SUBMITTED: 08/18/2008 REPRESENTING: ABHR
PREPARED BY: Lynne Humphries PRESENTOR: Mark McGrath
SUBJECT: Reimbursement of Zone projects
EXHIBITS: Proposed Resolution No. RTIRZ-2008-01 Approving Recommendation
for Reimbursement with Exhibit "A": Engineer's Report; Exhibit "13' Auditor's Report,
and Exhibit "C": Administrator's Letter "D": Letter Agreement for SCR Retail.
EXPENDITURE REQUIRED: None until bond reimbursement, at which time developer
will be due $1,052,016 of tax increment plus additional developer interest added at
funding
PROJECT: SH 288 Frontage Road
EXECUTIVE SUMMARY
In accordance with the Zone's Reimbursement Agreement with Shadow Creek Ranch
Development Company, L.P., the Developer agreed to fund a portion of construction of the SH
288 frontage road, via Letter Financing Agreement 06-08-003. The Board approved this Letter
Financing Agreement on August 28, 2006. This project has been completed. The engineer,
auditor, and administrator have reviewed the project and have approved the project for
reimbursement. The Board is therefore requested to approve the project for reimbursement and
make a recommendation to the City to authorize reimbursement of the project.
RECOMMENDED ACTION
Adopt Resolution Approving Recommendation for Reimbursement and authorize Chair to
execute cover letter.
AR LFA No. 06-08-0003.doc