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Ord. 0918 08-23-99ORDINANCE NO. 918 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, ADOPTING THE PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN AS APPROVED BY THE BOARD OF DIRECTORS OF TAX INCREMENT REINVESTMENT ZONE NO. 2 ("TIRZ"), CITY OF PEARLAND, TEXAS; CONTAINING A SEVERABILITY CLAUSE; PROVIDING AN EFFECTIVE DATE; AND CONTAINING FINDINGS AND PROVISIONS RELATED TO THE FOREGOING SUBJECT. WHEREAS, pursuant to Chapter 311 of the Texas Tax Code and City of Pearland Ordinance No. 891, the City has designated a contiguous geographic area within the City limits of Pearland, Texas, as Tax Increment Reinvestment Zone No. 2 and created a board of directors to make recommendations to the City Council concerning the administration of the zone; and WHEREAS, pursuant to Section 311.011 of the Texas Tax Code, the TIRZ Board of Directors prepared and adopted a PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN for the TIRZ, and have submitted such plans to the City Council for its approval; and WHEREAS, in connection with the creation of the Shadow Creek Ranch Zone, the City Council determined that, because of the unavailability of necessary public improvements, poor drainage and other conditions, the Shadow Creek Area is unproductive, underdeveloped and blighted, and it is therefore necessary to approve the PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN to remedy such conditions; and 1 ORDINANCE NO. 918 WHEREAS, the PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN enable the orderly development of a quality, mixed -use, in -city, master -planned community which will act as a self-sustaining tax base for the City; and WHEREAS, the PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN will allow the developer to advance funds for the improvements to the reinvestment zone and provide for reimbursement to the developer; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. It is hereby officially found and determined that all of the facts recited in the preamble hereto are found and declared to be true and correct and the preamble is incorporated into and made a part of this ordinance. Section 2. That certain TIRZ PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN, a copy of which is attached hereto as Exhibit "A", is incorporated herein for all purposes, and is hereby authorized and approved. Section 3. Severability. If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held invalid, unconstitutional or otherwise unenforceable by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such holding shall not affect the validity of the remaining portions thereof. Section 4. Effective Date. This Ordinance shall become effective immediately upon its passage and approval by City Council. 2 ORDINANCE NO. 918 TN PASSED and APPROVED on First Reading this the `7 day of U U S + , A. D., 1999. TOM REID MAYOR PASSED and APPROVED on Second and Final Reading this the 4"day of A u V , A. D., 1999. ATTEST: I✓i NG L it Y SE' ETAR APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY 3 TO REID MAYOR EXHIBIT A ORDINANCE NO. 918 CITY OF PEARLAND REINVESTMENT ZONE NUMBER TWO CITY OF PEARLAND, TEXAS PROJECT PLAN AND FINANCING PLAN August 23, 1999 SHADOW CREEK RANCH TABLE OF CONTENTS PAGE I. Overview 4 A. Introduction 4 B. City of Pearland TIRZ Number Two 4 C. Definitions 5 II. Project Plan 6 A. Existing Uses and Conditions/Boundaries §311.011(b)(1) 6 B. Municipal Ordinances §311.011(b)(2) 6 C. Non -Project Costs §311.011(b)(3) 13 D. Relocation §311.011(b)(4) 14 III. Financing Plan 15 A. Estimated Project Cost Description §311.011(c)(1) 15 B. Kind, Number and Location of TIRZ Improvements §311.011(c)(2) 18 C. Economic Feasibility Study §311.011(c)(3) 30 D. Estimate of Bonded Indebtedness §311.011(c)(4) 30 E. Timing of Incurring Costs or Monetary Obligations §311.011(c)(5) 30 F. Methods of Financing and Sources of Revenue §311.011(c)(6) 32 G. Current Appraised Value §311.011(c)(7) 38 H. Estimated Captured Appraised Value §311.011(c)(8) 38 I. Duration of the Zone §311.011(c)(9) 38 IV. Appendices Single Family Housing Market Demand Study A-1 Prepared by American Metro/Study Corporation Update to Single Family Housing Market Demand Study A-2 Prepared by American Metro/Study Corporation Commercial Development Study A-3 Prepared by Realty Advisory Group, Inc. Market Letter A-4 Prepared by Realty Advisory Group, Inc. Fort Bend County Agreement A-5 Alvin I.S.D. Interlocal Agreement A-6 Brazoria County Tax Increment Participation Agreement A-7 1 TABLE OF EXHIBITS PAGE Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F-1 Exhibit F-la Exhibit F-1 b Exhibit F-lc Exhibit F-ld Exhibit F-2 Exhibit F-3 Exhibit F-4 Exhibit F-5 Exhibit F-6 Exhibit G Exhibit H Exhibit I Existing Uses and Conditions 7 Boundary Map 8 Legal Description of the Zone 9 Proposed Uses Map (PUD) 12 TIRZ Budget 17 Streets & Signals Map 20 Cross Section F.M. 2234 & C.R. 92 21 Cross Section C.R. 48 22 Cross Section Collector Street Entrances 23 Cross Section Collector Streets 24 Water Improvements Map 25 Sewer Improvements Map 26 Storm Water Improvements Map 27 Public Amenities and Beautification Map 28 City Facilities And Educational Facilities Map 29 Projected Gross Revenues Available For TIRZ Projects 34 Projected Net Revenues Available to Fund Non -Educational 36 TIRZ Improvements Estimated Captured Appraised Value by Jurisdiction 39 2 • • • Pearland City Council, 1999 Mayor Councilmembers Hon. Tom Reid Hon. Helen Beckman Hon. Bill Berger Hon. Klaus Seeger Hon. Richard Tetens Hon. Larry Wilkins 3 I. Overview A. This document constitutes the Project Plan and Reinvestment Zone Financing Plan for City of Pearland, Tax Increment Reinvestment Zone Number Two. The purpose of the Zone is to finance regional public improvements in the development of a 3467-acre master planned community known as Shadow Creek Ranch. The Project Plan details the proposed improvements determined to be eligible for funding by the Zone. The Reinvestment Zone Financing Plan details the methods of financing and sources of funding available to the Zone, including the participation levels of the participating taxing entities. The Board of Directors of the Zone has been granted by City Council, in accordance with Chapter 311.003(h), the power to administer, manage, and operate the Zone and to implement this Project Plan and Reinvestment Zone Financing Plan. B. In accordance with the Tax Increment Financing Act, Chapter 311, TEX. TAX CODE, (the "Act"), Reinvestment Zone Number Two, City of Pearland, Texas, (the "Zone") was established by ordinance of the City Council of the City of Pearland, Texas, on December 21, 1998. Shadow Creek Ranch is located in Brazoria County and Fort Bend County, Texas. In addition, Shadow Creek Ranch is located primarily in Alvin I.S.D., Ft. Bend I.S.D. and a small portion in Pearland I.S.D. In accordance with §311.005(a)(5) of the Act, Pearland Investments, L.P., Carrington Weems, Benjamin Weems, Kelsey Almeda School, Ltd., Kelsey South Center, Ltd., and Kelsey Almeda Venture petitioned for the creation of the Zone, as owners of more than 50 percent of the appraised value of the property within the Zone according to the most recent certified roll for the counties in which the Zone is located. The land in the Zone is under -developed and without municipal utility service. The City Council of the City of Pearland in adopting the ordinance creating the Zone found and determined that the Zone and the Projects described herein are necessary for development within the Zone and would not likely occur, but for such improvements. In addition, the City Council determined 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 of Pearland. The City and the TIRZ Board will use their best efforts to provide for the payment of all Project Costs, TIRZ Bonds, and interest thereon in order to minimize the life of the Zone. 4 C. Definitions: • Act means Chapter 311, TEX. TAX CODE, as amended. • City means the City of Pearland, Texas. • Development Agreement means that certain Development Agreement between the City and Shadow Creek Ranch Development Company, L.P., relating to the development of the land within the Zone and related matters. • Master Developer means Shadow Creek Ranch Development Company, L.P. or its successors. • Plans means the TIRZ Project Plan and Financing Plan. • Project Costs includes all costs defined as "project costs" in §311.002(1) of the Act as now or hereafter provided. • PUD means the Planned Unit Development for the property in the Zone adopted pursuant to §42.046 TEX. LOCAL GOVERNMENT CODE. • Sub -Developer means a developer of a defined portion of land within the Zone as described in the applicable reimbursement agreement approved by the TIRZ Board. • Tax Increment means the amount of tax revenue collected as determined pursuant to §311.012 of the Act. • TIRZ Improvements means the various public improvements to be constructed and financed as Project Costs from the Tax Increment or TIRZ supported thereby, as described in Exhibit E and Exhibit F-1 through Exhibit F-6 and as more fully set out in the final Project Plan and Financing Plan. • TIRZ Bonds means debt instruments or other instruments to finance TIRZ Improvements to be issued and sold by the City on behalf of the Zone, in accordance with the Act or other applicable Texas law, to finance the TIRZ Improvements and payable solely from available Tax Increments. • TIRZ Board means the Board of Directors for the Zone pursuant to §311 of the Act. • Zone means Reinvestment Zone Number Two, City of Pearland, Texas. 5 II. Project Plan A. Existing Uses and Conditions/Boundaries §311.011(b)(1) The acreage within the boundaries of the Zone is currently undeveloped, vacant, in an agricultural exemption and is not served by municipal utilities. The area is currently under agricultural use. The Zone is generally bounded by Clear Creek on the north, State Highway 288 on the east, County Road 92 (the extension of FM 518 west of S.H. 288) on the south, and FM 521 on the west. The existing uses and conditions of the Zone are shown on the aerial photo attached as Exhibit A. A map of the boundaries of the Zone is attached as Exhibit B. A legal description for the Zone is attached as Exhibit C. B. Municipal Ordinances §311.011(b)(2) 1. The Planned Unit Development (PUD). The City will establish within the Zone a Planned Unit Development. The PUD establishes land uses in Shadow Creek Ranch. Any amendment to the PUD must be consistent with these Plans. (See Exhibit D, Proposed Uses Map) 2. Inconsistent Ordinances or Regulations. The implementation of the Plans contemplates that the City's existing framework of taxes and fees will be maintained and applied evenly throughout the City, so that the development of the Zone will not be adversely impacted. The City does not, and will not, levy or assess any special taxes, fees, exactions, impositions, or assessments against the property in the Zone, unless they apply to all properties in the City equally and uniformly, or are consistent with the terms of the Plans. The above commitment shall not affect amounts (i) levied or assessed by a Public Improvement District created in the Zone at the request of the Master Developer or its assignee, or (ii) paid on behalf of the property within the Zone from funds received by the City from its administrative reimbursement, or (iii) assessed by the City as an impact fee for water and sewer capacity in an amount initially not to exceed $ 1,997.00 per single family residential equivalent, and subject to revision in accordance with applicable law from time to time. 6 EXHIBIT A: EXISTING USES AND CONDITIONS County Line TIRZBoundary ■ii=ii•11ii1•1ii•1ii1B, 1600 0 800 1600 7 EXHIBIT B BOUNDARY MAP City of Pearland TIRZ No. 2 Shadow Creek Ranch Clear Creek 8 EXHIBIT C LEGAL DESCRIPTION OF THE ZONE Being 3467 acres of land, more or less, located in the Dupuy and Roberts Survey, Abstract 726, Brazoria County; William Morris Survey, Abstract 344, Brazoria County; T. C. R. R. Co. Survey, Section 3, Abstract 678, Brazoria County; T. C. R .R. Co. Survey, Section 4 (John W. Maxey), Abstract 675, Brazoria County; Obediah Pitts Survey, Abstract 717, Brazoria County; H.T. & B. R. R. Co. Survey, Section 80 (J.S. Talmage), Abstract 564, Brazoria County; H. T. & B. R. R. Co. Survey, Section 81, Abstract 300, Brazoria County; H. T. & B. R. R. Co. Survey, Section 82 (J. S. Talmage), Abstract 565, Brazoria County; H. T. & B. R. R. Co. Survey, Section 83, Abstract 305 in Brazoria County and Abstract 761 in Fort Bend County; S.G. Haynie Survey, Abstract 212 in Brazoria County and Abstract 620 in Fort Bend County; Franklin Hooper Survey, Abstract 198, Fort Bend County; George W. McDonald Survey, Abstract 577, Fort Bend County; I. C. Stafford Survey, Abstract 668, Fort Bend County and the H. Levering'Survey, Abstract 279, Fort Bend County, Texas; said 3467 acres, more or less, being more particularly described as follows: BEGINNING at the common north corner of Lots 3 and 4, Block 10 of the, ALLISON - RICHEY GULF COAST HOME CO=S PART OF SUBURBAN GARDENS, SEC. S 3 & 4, T.C.R.R. SURVEY AND SEC. 82, H. T. & B. R. R. CO. SURVEY & OBEDIAH PITTS SURVEY, a subdivision of record in Volume 2, Page 99 of the Plat Records of Brazoria County, Texas (B.C.P.R.) also being on the common line of the aforementioned T.C.R.R. Co. Survey, Section 4 and the Dupuy and Roberts Survey; THENCE, SOUTHERLY, 782 feet, more or less, along the common line of said Lots 3 and 4, to a point for corner on the southerly right-of-way line of Farm to Market Road 2234, 160 feet wide; THENCE, EASTERLY, 998 feet, more or less, along said southerly right-of-way line and its easterly extension, to a point for corner on the west line of the J. Crawley Survey, Abstract 174, Brazoria County, Texas; THENCE, SOUTHERLY, 3482 feet, more or less, along the west line of said J. Crawley Survey to a point for comer on the centerline of Hughes Ranch Road, also being the southwest corner of said J. Crawley Survey; THENCE, EASTERLY, 421 feet, more or less, along the southerly line of said J. Crawley Survey and along said centerline of Hughes Ranch Road, to a point for comer on the centerline of State Highway 288; 9 3467 Acres November 3, 1998 Job No. 1545-9803-100 THENCE, SOUTHERLY, 5326 feet, more or Less, along said centerline of State Highway 288 to a point for comer on the southerly line of County Road 92, 40 foot wide, a dedicated road as shown on aforementioned ALLISON-RICHEY GULF COAST HOME CO: S PART OF SUBURBAN GARDENS; THENCE, WESTERLY, 9448 feet, more or less, along the southerly line of said County Road 92, to a point for corner on the west line of aforementioned H. T. & B. R. R. Co. Survey, Section 80 and the east line the H. T. & B. R. R. Co. Survey, Section 84 (R. B. Lyle), Abstract 538 in Brazoria County and Abstract 767 in Fort Bend County; THENCE, NORTHERLY, 20 feet, more or less, along the common line of said H. T. & B. R R. Co. Survey, Section 80 and Section 84, to a point for comer, same being the common comer of said H. T. & B. R. R Co. Survey, Section 80 and Section 84 and aforementioned H. T. & B. R. R. Co. Survey, Section 82 and Section 83; THENCE, WESTERLY, 5280 feet, more or less, along the common line of said H. T. & B. R. R. Co. Survey, Section 83 and Section 84, to a point for comer on the east line of aforementioned Franklin Hooper Survey, same being the common west corner of said H. T. & B. R. R Co. Survey, Section 83 and Section 84; THENCE, SOUTHERLY, 158 feet, more or less, along the common line of said H. T. & B. R. R. Co. Survey, Section 84 and the Franklin Hooper Survey, to a point for comer, same being the southeast corner of said Franklin Hooper Survey and the northeast corner of the A.B. Langerman Survey, Abstract 555, Fort Bend County, Texas; THENCE, EASTERLY, 2636 feet, more or Tess, along the common line of said Franklin Hooper Survey and said A.B. Langerman Survey, to a point for corner on the easterly right-of-way line of Farm to Market Road 521; THENCE, NORTHEASTERLY, 9667 feet, more or less, along said easterly right-of-way line, to a point for comer on the centerline of Clear Creek; THENCE, NORTHEASTERLY, 1327 feet, more or less, along the centerline of Clear Creek to a point for comer on the aforementioned southerly right-of-way line of Farm to Market Road 2234; THENCE, SOUTHEASTERLY, 1519 feet, more or less, along said southerly right-of-way line to a point for corner on the of Fort Bend and Brazoria County line; THENCE, NORTHEASTERLY, 577 feet, more or less, along said county line, to a point for comer at the common comer of Brazoria. Fort Bend and Harris Counties; 10 3467 Acres November 3, 1998 Job No. 1545-9803-100 THENCE, NORTHEASTERLY, 2426 feet, more or less, along the of Brazoria and Harris County line, to a point for comer in the aforemention centerline of Clear Creek; THENCE, EASTERLY, 8250 feet, more or less, along the centerline meanders of Clear Creek to a point for comer on the northerly line of aforementioned Lot 3, Block 10 of said ALLISON-RICHEY GULF COAST HOME CO=S PART OF SUBURBAN GARDENS, same being on the aforementioned common survey line of the T. C. R. R. Co. Survey, Section 4 and the Dupuy and Roberts Survey; THENCE, EASTERLY, 453 feet, more or less, along said north line of Lot 3, Block 10 and said common survey line to the POINT OF BEGINNING and containing 3467 acres, more or less. LJA Engineering & Surveying, Inc. 11 Y E , I N c'SF 460 1• LEGEND COMMERCIAL - RETAIL, OFFICE, RESTAURANT ,;•.. .. COMMERCIAL • CONVENIENCE STORE INDUSTRIAL SCHOOL CHURCH HOSPITAL/MEDICAL _J DAYCARE -- 7acres MUNICIPAL ____IVISITOR / INFORMATION CENTER / / / / DRILL SITE 1 PARK / / / / _� UTILITY / IMPROVEMENTS / / J NEIGHBORHOOD / / RECREATION CENTER I PARK / / 110 LAKE , , ' ASSISTED LIVING/ / / — SENIOR HOUSING / / MULTIFAMILY i—_! 55' x 115' SO' x115' .---- 65' x 115' // .—; To' x 129' 80' x 120' 90' x 130' / 14 1 V/ L_ PATIO ,,% i I CLUSTER I/ 1 TOWN HOME ,,f/ // // SCH•7 30.3 sass 19.2 saes 16.3 aces 11,7 aces SF•5S 223 saes 21.8 aces / 285 aces 40 5 avns SF-59 24 3 acres +6 2 aces SF-43 29 5 aces SF-44 21 8 ems SF4S 20.5 acres SFJS 19.5 saes SF-46 28.0 aces FROPOSBD ROAD TH'C Mop L. r,.0 'RES:VtA'O:a=„RPO2CS OM? .nrC. W3'3 ''4:''ARCD 707'04' 0tl•:'r• cr not c9t'1R3^.1.'• IIAL 4M41 a 51ir 0" N4NL` %INw `:`h:r.5ha 3 .;V:1 .1..1 WM2!IAYI'": !:'2 2: •'R% Si.w'A'••iN, MN SS ..10. ID. :: :'I:C"7V.•1:; 1 1 1L•'.lA I:I S i. •1, ::)s,.t' •;N, :i ;, HAKhC t;K l,rl 'HI FA( Y:11F:: 1 '151 RA!FJ al --< 'AAr I. �If=KOF'. :l`NA I ',s I.r; teAn•2AN'0 IS 911.1 .5- 1:1 1 .• A(::.� 1A::7 1, I•, N: S:NNA' 1>N , 'r1l 415.•') '•EREIY. :A.D Ihs0RM iTI^N PECRESCAT$ •. :RA"-,.0 ^"rn'�: '(:h Cr 5ATI•M OD T.A,N'O 7R)51 MAi'S, %RA•'S, AN,) 111.1E4 JD„J NIS IsRUVI'ii.J II) .1; •.11' •1 �'t.S Lri' & i1II :.:1•118AIFJ 1.11I 811"30l4Ch'S ARC S•ID..C'. •C :-•,A1+Ci r: 2 R•AL 4ia- ;NM. : AI AP,RevAl Air( S.44 ,2•+ANC4 le,. s.0' R'.QLIR5 A .s.''.M 3 Ahs=N)M H" 27 9 aces SCH•2 10.4 aces 132 aces 20 0 acres `\ SF-22 \ .19.1 acre. 17.1 eves MF-8 10.3 saes :5 1 .acres IED-2il MED-1 5 .Ices FIRE+ OLIO TH1 11 7 acres 32.6 aces Y 21.3 aces SF-5 103 aces 24.5 sues SF-16 38.2 acres Houston Piee1M Co. 30' Dumont MF-5 C-12 23 9 aces C-16 1e ti• CO CO N Y/ ` N 141 W X C a. LLX 6 • W • Z 0 EXHIBIT D a proposed uses map (PUD) for SHADOW CREEK RANCH pncperod for SHADOW CREEK RANCH DEV. CO., L.P. KERRY R. GILBERT & ASSOCIATES. INC. '.Crd Fkrnrc onstitcrtS 15810 ?Um:: Ter. pace 5,1ite 160 HOLslon, Texes 77084 4 � 12 (781) 579-0340 6� KLARY R• 01 11.11111.161111111111011 SCALE JULY 26, 1999 KGA 903301-010 3. Participation Agreements. Alvin I.S.D. ("AISD") approved an Interlocal Agreement documenting its participation in the TIRZ on May 11, 1999. A copy of that Interlocal Agreement is included in Appendix A-6. Brazoria County enacted an order approving an Interlocal Agreement for participation in the TIRZ on August 10, 1999. A copy of that Interlocal Agreement is included in Appendix A-7. Fort Bend County enacted an order approving an Agreement for participation in the TIRZ on December 29, 1998. A copy of that Agreement is included in Appendix A-5. The designation of sites for school facilities in Exhibit D and Exhibit F-6 hereto and in this Project Plan are proposed and preliminary school facility site locations. AISD shall retain the right to approve in its sole discretion all actual and fmal designations of sites for the location of school facilities in accordance with this Project Plan and State Law. In addition, no funds generated from AISD's participation in the Zone shall be utilized for any school facilities or any public infrastructure related thereto that are outside the boundaries of AISD. To the extent there is any inconsistency between the provisions of the Project Plan and Financing Plan and the provisions of the AISD Interlocal Agreement among the City, AISD and the Zone relating to AISD's participation or the timing or construction of school facilities, the provisions of the AISD Interlocal Agreement shall control. Brazoria Drainage District No. 4 and Ft. Bend I.S.D. ("FBISD") have not yet finalized their interlocal agreements. 4. Ordinances. Neither the Plans nor the proposed development require any additional changes to City ordinances or building codes and the development will comply with all existing City regulations and procedures, except as described above. C. Non Project Costs §311.011(b)(3) 1. Public Non -Project Costs. "Non -Project Costs" represent costs and expenditures by the City and other parties necessary to complete the development in the Zone as contemplated, exclusive of Project Costs. Non -Project Costs are not subject to reimbursement by the TIRZ. Additional improvements in excess of $ 228,000,000 are to be constructed in the Zone and are not subject to reimbursement by the Zone. These improvements include, but are not limited to, additional paving, sidewalks, lighting, signage, water, sewer, drainage, landscape and irrigation, community wall and recreational facilities. 2. Department of Transportation. The Texas Department of Transportation ("TX -DOT") will be requested by the City to expend approximately $ 10,277,050 on transportation improvements to FM 2234 (McHard Rd., future Shadow Creek Parkway), C.R. 92 (FM 518 extension), and SH 288 frontage roads, to benefit the Zone. 13 3. Private Investment. Private Investment in the Zone for construction of housing, commercial, retail, industrial, and other similar items not included in Project Costs is estimated to total nearly $ 1.4 billion. 4. City Non -Project Costs. City improvements are Non -Project Costs and include: wastewater system and treatment plant, water plant improvements and water line, sewer main oversizing, and associated engineering costs. (A Summary of Project and Non -Project Costs are shown in Exhibit E on page 17) 5. Acquisition of School Sites. The purchase of land for school sites set forth in Exhibit F-6 shall be paid from that portion of funds generated from AISD's participation in the Zone that is retained by the Zone pursuant to the provisions of the Interlocal Agreement among AISD, the City and the Zone. D. Relocation §3 11.011 (b)(4) Property within the Zone is currently vacant and unoccupied. No relocation will be required. 14 III. Financing Plan A. Estimated Project Cost Description §311.011(c)(1) Project Cost includes infrastructure, administration, creation, educational facilities and civic improvements. 1. Infrastructure Improvements. Exhibit E, on page 17, details the estimated Project Costs of the Zone, as supplemented below. Estimated Project Costs for infrastructure improvements is $ 109,633,923. 2. Zone Administrative/Creation Costs. Included in the Project Costs are expenses associated with the creation, organization and administration of the Zone or any other administrative expenses required in the Interlocal Agreements. TIRZ Administration and Creation Costs are projected to be advanced by the Developer and are subject to reimbursement out of the first bond issue. Ongoing administration for the Zone is projected to be an annual expense paid out of the TIRZ increment based on a budget prepared by the Zone Board. a. Administration: Administrative expenses may include the costs for legal counsel, auditors, accountants, administrative consultants, and other such consultants or City personnel or facilities as may be retained or required to assist in implementing the Plan. Total administrative expenses are expected to average approximately $ 126,833 annually over the life of the Zone and are a Project Cost. b. Creation: The expenses related to the creation and organizations of the Zone are expected to be $ 900,000 and are a Project Cost. c. City Reimbursement: The City has already incurred and will continue to incur substantial administrative costs, including the time spent by its employees, in connection with the implementation of the Plans and the conduct of the Zone. To aid the City and the Zone by providing for certainty in budgeting, the reimbursement due to the City for its administrative costs is included as a Project Cost. The City's administrative reimbursement (not shown in Exhibit E, TIRZ Budget) shall be the following amounts in the applicable calendar years, expressed as a percentage of the City's Tax Increment (the "City Increment"), Years 1-3 (1999-2001) No reimbursement. Years 4-8 (2002-2006) 36 percent of the City Increment. Years 9-30 (2007-2028) 64 percent of the City Increment. 15 provided that the amount deposited and retained annually by the Zone attributable to the City Increment for the applicable year shall in no event be less than (i) 440 per $100.00 of the "Captured Appraised Value" (as such term is defined in §311.012(b) of the Act) of the City Increment in years four through eight, and (ii) 251/2¢ per $100.00 of the Captured Appraised Value in years nine through thirty. d. AISD Reimbursement: AISD has incurred and will continue to incur substantial administrative costs, including the time spent by its employees, in connection with the determination of participation in the Zone, implementation of the Plans, and annual calculations required under Article IV of the AISD Interlocal Agreement (defined as "AISD Administrative Costs" in the AISD Interlocal Agreement). All AISD Administrative Costs shall be paid as Administrative Costs of the Zone (which are not reflected in Exhibit E, TIRZ Budget). 3. Educational Facilities. The educational facilities to be constructed as a part of the Plans shall be determined by AISD using a portion of the AISD Tax Increment, to be disbursed in accordance with the AISD participation agreement. Seventy-five percent of the AISD Tax Increment shall be disbursed to AISD to be used for the financing of educational facilities in accordance with the Act and applicable law relating to such facilities. TIRZ Bonds will not be issued to finance educational facilities. Estimated Project Costs for AISD educational facilities is $ 97,100,000, and for FBISD educational facilities is $ 37,000,000. Land cost for school sites will be based on the fair market value of residential property. All references to AISD are equally applicable to FBISD. 4. City Facilities. Police and fire facilities, the City public library and City annex in the Zone are considered Project Costs. Estimated Project Costs for City facilities is $ 5,000,000. The budgeted amounts may be revised or adjusted by the TIRZ Board within the four listed categories of improvements so long as the overall budgeted amounts for each category, stated in 1999 dollars, are not exceeded; provided that (i) the amounts available for Educational Facilities shall equal 75 percent of the AISD Increment and (ii) the Administration/Creation Costs shall be adjusted to reflect the actual costs thereof. 16 EXHIBIT E TIRZ BUDGET Items TIRZ City TxDOT Total Project Costs (1) Non -Project Costs Non -Project Costs Costs INFRASTRUCTURE Streets Pavement $ 12,610,050 $ 5,875,650 $ 18,485,700 Sidewalks $ 1,859,400 $ 1,859,400 Landscaping and Imgation $ 9,675,350 $ 9,675,350 Entry Monuments $ 735,320 $ 735,320 Water System $ 3,026,863 $ 3,026,863 Wastewater System $ 6,940,964 $ 3,500,000 $ 10,440,964 Storm Sewer System $ 10,195,776 $ 10,195,776 Lakes & Channels Improvements $ 29,121,916 $ 29,121,916 Land Cost $ 4,597,869 $ 4,597,889 Parks & Recreation Improvements $ 5,155,524 $ 5,155,524 Land Cost $ 2,383,545 $ 2,383,545 Major Improvements Water Plants Improvements $ 1,922,500 $ 1,922,500 Land Cost $ 20,000 $ 20,000 W.W.T.P $ 340,000 $ 20,200,000 $ 20,540,000 Lift Station $ 300,000 $ 300,000 Traffic Signals $ 600,000 $ 1,100,000 $ 1,700,000 McHard Rd Reimbursables Miscellaneous $ 150,000 $ 150,000 Signal $ 100,000 $ 100,000 FM 2234 Bridge Widening $ 148,500 $ 148,500 SH 288 Access Road $ 1,000,000 $ 1,000,000 $ 2,000,000 EDA Water Line $ 2,073,000 $ 2,073,000 Sewer Main Oversizing $ 269,400 $ 269,400 Contingencies & Engineering Contingencies (10 %) $ 8,181,116 $ 3,480,536 $ 812,415 $ 12,474,066 Engineering(15%) $ 11,274,211 $ 4,025,626 $ 1,340,485 $ 16,640,321 Subtotal $ 108,267,923 35,471,061 10,277,050 $ 154,016,034 ZONE ADMINISTRATION/CREATION TIRZ Administration (1-3 yrs.) $ 466,000 (2) $ 466,000 Reimbursable TIRZ Creation Costs $ 900,000 $ 900,000 Subtotal $ 1,366,000 $ 1,366,000 TOTAL $ 109,633,923 $ 35,471,061 $ 10,277,050 $ 155,382,034 CITY FACILITIES Library Improvements $ 2,395,000 $ 2,395,000 Land Cost $ 105,000 $ 105,000 Fire f Police Station Improvements $ 2,255,000 $ 2,255,000 Land Cost $ 245,000 $ 245,000 Subtotal $ 5,000,000 $ 5,000,000 EDUCATIONAL FACILITIES AISD Elementary School $ 41,600,000 (3) $ 41,600,000 AISD Jr. High School $ 21,450,000 (3) $ 21,450,000 AISD Fresh/Soph Campus $ 34,050,000 (3) $ 34,050,000 FBISD Elementary School $ 11,000,000 $ 11,000,000 FBISD Middle School $ 26,000,000 $ 26,000,000 Subtotal $ 134,100,000 $ 134,100,000 GRAND TOTAL $ 248,733,923 $ 35,471,061 $ 10,277,050 $ 294,482,034 Cost analysis provided by LJA Engineering & Surveying, Inc. (1) Figures are subject to cost adjustment per the Engineering News Record Index over the life of the Zone. (2) TIRZ Administration and Creation Costs are projected to be advanced by the Developer and are subject to reimbursement out of the first bond issue. Ongoing administration for the Zone Is projected to be an annual expense paid oul of the TIRZ Increment based on a budget prepared by the Zone Board. (3) Land cost will be included in the 25% AISD participation. 17 B. Kind, Number and Location of TIRZ Improvements §311.011(c)(2) The following TIRZ Improvements are approved as Project Costs eligible for funding by the Zone. The anticipated number and locations are described on the exhibits. The size, number and location of TIRZ Improvements shown on the exhibits to the Plans may be adjusted to accommodate the development of the Zone, consistent with the budgeted categories. These exhibits will be updated as necessary to reflect the specific location as projects are designed: 1. Infrastructure Improvements. a. Streets & Signals (Exhibit F-1) • Construction and upgrade of major thoroughfares, thoroughfares, collector streets, and frontage roads • Signalization and signage of intersections [Exhibit F-la illustrates the proposed street cross section for F.M. 2234 (McHard Rd.) and C.R. 92. Exhibit F-lb illustrates the proposed street cross section for C.R. 48 and Kirby Drive. Exhibit F-lc illustrates the proposed street cross section for the entrances to collector streets. Exhibit F-ld illustrates the proposed street cross section for collector streets.] b. Water (Exhibit F-2) • Extension of regional water facilities c. Sewage (Exhibit F-3) • Interim sewage treatment plant • Extension of regional sewer facilities d. Storm Water (Exhibit F-4) • Regional storm drainage facilities, lakes, channels, detention and retention basins and outfall structures e. Public Amenities & Beautification (Exhibit F-5) • Construction of parks, trails and open spaces • Landscaping and monumentation within public rights -of -way and easements Land costs for public facilities are based on the actual land acquisition costs and are subject to reimbursement. 2. City Facilities. The location of City library, police facilities, fire facilities, and the City hall annex are shown in Exhibit F-6. 3. Educational Facilities. The kind, number and location of educational facilities are shown in Exhibit F-6. 18 Shadow Creek Ranch Maintenance Association, a not -for -profit corporation (or similar organization) supported through the payment of mandatory association dues enforced through property covenants, will be formed to maintain some of the public and certain of the private improvements in the Zone. The City will maintain water, sewer, storm sewers, streets not maintained by TxDOT, civic improvements and the regional park. The Shadow Creek Ranch Maintenance Association (or similar organization) will maintain the lakes, certain swimming pools and recreation centers, the hike and bike trail system, the greenbelts and open spaces, landscaping and monumentation within public rights of ways and easements. 19 NOTE: THE PROPOSED T.I.R.Z.IMPROVEMENTS ARE SUBJECT TO CHANGE PER FINAL GOVERNMENTAL AGENCY APPROVALS, AND DO NOT REQUIRE PLAN AMENDMENTS. 80' Rom:arm 28' PAVEMENT 80' RO.W. WITH 2 25' PAVEMENT SECTIONS 100' RO.W. WITH 2 23' PAVEMENT SECTIONS (T' CONC.) LOCATION OF STREET SIGNAL LEGEND • 100' RO.W. WITH 2-25' PAVEMENT SECTIONS (8' CONC.) 160' RO.W. - FUTURE WIDENING OF EXISTING MCHARD ROM) 100' RO.W. WITH 4-12' LANES AND A 14' CONTINUOUS TURN LANE PRIMARY ENTRY MONUMENT EXHIBIT F-I SHADOW CREEK RANCH MASTER PLAN STREETS & SIGNALS MAP WA &dom no is 10, ric. Lit 20 2929 BrIQOTk Orlv0 Mane 713.99BSm0000 Su150 500 Fcat Morton. Texas 7t042-3T03 1 �� 1945-9903 JIVE 1999 1(9o' F..o.\V 1 C2c7` D • \1% 1n 1Ce�elerdi-loin i 12' fi el 1„ avle, I la;-.Crmel t.6\e. i H' C,on+inuou5 one. Ps f uir "rurrl I,ne, S" AMAC/ ! a'' ,t‘t-S o" Sli°1-:Sri mot. 223'4) M0,i7 ( G. tz, . 92 Xlo' CFAINK9f, 0(..tv1' s-61.1s,0"6FL-. }' -(ravel l ant-4 12` -Irmo 12ne,I %e6eiera-i-iav\ �zLt Sotr- s" !Any f s rpm hre �5 crm;Y1D9e- i • \ L ,k4A, , t� . .L J EXHIBIT F (l a) CROSS SECTION F.M. 2234 & C.R,92 21 11 1 .7. 1..1? Zs) E 0 co U. 0 te CO u) Li = X 0 w 0 N • i 1 EXHIBIT F (lc) Lt. CD� cf) F w mW a 0 � v NOTE: THE PROPOSED T.I.R.Z.IMPROVEMENTS ARE SUBJECT TO CHANGE PER FINAL GOVERNMENTAL AGENCY APPROVALS, AND DO NOT REQUIRE PLAN AMENDMENTS. LEGEND �.�. PROPOSED WATER UNE my WATER LINE PROPOSED WATER PLANT EXHIBIT F-2 SHADOW CREEK RANCH MASTER PLAN WATER IMPROVEMENTS MAP WA Enpi eertU eitliwft. he. 2929 0rIa pG k Orlve Poore 713.953.5200 50l+. 500 FMK 713,953.5026 25 Houeto . Tezoe 77042-3703 13,11111. 1•1•• 1545-9303 I ma JUHE 1999 NOTE: THE PROPOSED T.LR.Z.IMPROVEMENTS ARE SUBJECT TO CHANGE PER FINAL GOVERNMENTAL AGENCY APPROVALS, AND DO NOT REQUIRE PIAN AMENDMENTS. LEGEND PROPOSED SANITARY SEWER PROPOSED FORCE MAIN PROPOSED LIFT STATION ■ INTERIM SEWAGE TREATMENT PLANT EXHIBIT F-3 SHADOW CRREB RANCH MASTER PLAN SEWER IMPROVEMENTS MAP WA Endneeina & &raft, hc. IJA 2929 artarpork Drive Pharr 713. 933. 5200 5019e 500 Fmt 713.933.5026 26 Ibunian. Texan 77042-3703 SHAUUW VKtGI-RANCH I545=91303 NOTE: THE PROPOSED TZ.RZ. IMPROVEMF.N TS ARE SUBJECT TO CHANGE PER FINAL GOVERNMENTAL AGENCY APPROVALS, AND DO NOT REQUIRE PLAN AMENDMENTS. LEGEND PROPOSED STORM SEWER PROPOSED WET DETENTION AREA PROPOSED DRY DETENTION AREA »c icilL'Q' PROPOSED CHANNEL IMPROVEMENTS PROPOSED DIVERSION CHANNEL ( CHANNEL RIGHT-OF-WAY TO BE ANNEXED INTO TEB ZONE IN THE FUTURE ) EXHIBIT F-4 LJA Etel 1Mrki 1c B rw $ip, Y1C La%i 2929 1lriaros-k Drl vs Pharr 713.953.5200 Sults 500 Fax 713.953.502E 2 Houston. Texas 77042-3703 LEGEND PARKS 1 ATHLETIC FIELDS PEDESTRIAN I GREENBELT / / / / // / / // // // // / / / // // / // // // /I 47 S! SF-57 40.4 acres // // / // // / I /1 // / / 11.7 acres 13.1 acres 19.2 acres 18.3 acres SF-58 22.3 acres 21.6 acres / SF-47 30.6 acres SF-48 28.5 acres SF-5O 36,1 acres SF-54 29.9 acres 48.5 acres SF-39 24.3 acres 0 u SF30 01 3.0 acres , QO 23.4 acres F-32 2 acre F-49 8 Beres 14.6 acres SF43 29.5 acre. SF-44 21.8 acres O SF-31 31.0 acres 28.3 acres 28.2 acres PROPOSED ROAD TH15 MAP IS FOR PRESENTATION PURPOSES ONLY AND WAS PREPARED 'WITHOUT BENEFIT OF AN ENVIRONMENTAL ANALYSIS ORENGINEERING STUDY AND 15 SUBJECT TO CHANGE. NO WARRANTIES OR REPRESENTATION, EXPRESS OR .MPLIED, CONCERNING THE ACTUAL DESIGN. LOCATION. OR CHARACTER OF THE FACILITIES ILLUSTRATED ON THE MAP IS INTENDED. ADDITIONALLY, NO WARRANTY IS MADE AS TO THE ACCURACY OF THE INFORMATION CONTAINED HEREIN. SAID INFORMATION REPRESENTS A GRAPHIC COMPILATION OF DATUM OBTAINED FROM MAPS. SURVEYS. AND OTHER DOCUMENTS PROVIDED TO KERRY R. GILBERT & ASSOCIATES. INC. THE ILLUSTRATED TIRO IMPROVEMENTS ARE SUB.IECT TO CHANGE PER FINAL GOVERNMENTAL APPROVAL. ANY SUCH CHANCE WILL NOT REQUIRE A PJANNED AMENDMENT.. 13.1 acres 23.5 acres SF33 22.2 acres 22.0 acres 27.9 acres SF41 22.6 acres SCN.S 38.5 acres Vi SNR•1 SNR-3 16.5 acres C-4 27.7 acres SF-24 34.7 acres SF-26 36.4 acres MF-2 24.4 acres 14,2 aces ONR-2 15.9 acres CH-4 18.9 acres SF-20 21.2 acres 1a.1 aces 17.1 40e8 SF-30 25.0 acres 25.1 acres 7 acres N 18.3 acres 28.4 acres 14.2 acres C- 5.6 arni 26.2 acres 24.5 acres 5.5 acres 22.8 acres 23.9 acres -N- 20.3 acres 27.7 acres 19.5 acres 8.6 acres EXHIBIT F-5 a public amenities & beautification map for SHADOW CREEK RANCH prepared for SHADOW CREEK RANCH DEV. CO., L.P. KERRY R. GILBERT 8. ASSOCIATES, INC, I,An(1 PIDnona Consultants 15810 Pork Ten Place Suite 160 JULY 28, 1999 Houston, Texos 77084 2T0 st4, • KGA #03301-010 (281) 579-0340 SCALE KERRY R. NOTE: THE PROPOSED TIR.Z.IMPROVEMENTS ARE SUBJECT TO CHANGE PER FINAL GOVERNMENTAL AGENCY APPROVALS, AND DO NOT REQUIRE PLAN AMENDMENTS. LEGEND EDUCATIONAL PACIUTIES CITY PACRITIES EXHIBIT F-6 SHADOW CREEK RANCH MASTIRt PLAN CITY FACILITIES AND EDUCATIONAL FACILITIES MAP WitErginserhilkOurveyftgAnc. L A 212! Or la•oalt Or1W Phan 713.953.5200 29 Sul is 000 Foe 713. 953. 502I Manion. TIM M 77092-3703 0 00 Aire t J 2 n I•11110 1949-9903 1... ADO. 1202 C. Economic Feasibility Study §311.011(c)(3) Studies for the residential and commercial development of Shadow Creek Ranch are incorporated in the Appendix. Included is the Single Family Housing Market Demand Study by American METRO/STUDY Corporation, dated September 17, 1998 with an update, dated June 21, 1999. Also included are a Commercial Feasibility Study by Realty Advisory Group, Inc. covering the Shadow Creek Ranch Development and a Market Letter by the Realty Advisory Group on 139 acres located in the southeast corner of the Zone at the intersection of Hwy. 288 and C.R. 92. D. Estimate of Bonded Indebtedness §311.011(c)(4) The estimated bonded indebtedness to be incurred by the Zone is an amount sufficient to yield net proceeds of approximately $ 114,633,923, in 1999 dollars, subject to cost adjustment according to the Engineering News Record Index over the life of the Zone. E. Timing of Incurring Costs or Monetary Obligations §311.011(c)(5) The TIRZ Improvements may be financed with bonds secured from the Tax Increment generated within the Zone, issued in several series. TIRZ improvements will be advance - funded by the developers, subject to reimbursement from TIRZ Bonds proceeds or other available TIRZ funds, as provided below in order of priority: 1. Administrative Costs. Costs related to the creation, organization, and administration of the Zone, including such costs paid on behalf of the Zone by developers or the City, paid to date . at the time of the first bond issue, will be paid out of the proceeds of the Zone's first bond issue. The Master Developer shall be entitled to receive 8% simple interest on the first $ 1,000,000 of advances made for such expenses, calculated in accordance with section 2 below. Administrative expenses incurred after the first bond issue will always be paid out of the increment prior to reimbursement to the developers for TIRZ Improvement costs. 2. Master Developer Improvements. Prior to the construction of any TIRZ improvements by the Master Developer, the TIRZ Board shall determine the area of the Zone to be benefited from such improvements. Reimbursement of the Master Developer shall be eligible at such time as the unencumbered tax increment generated within the benefited area is sufficient to support the applicable TIRZ Bonds bearing interest at the then -current rate of interest for comparable issues, with a debt coverage of not less than 1.25, after taking into account the portion of the tax increment required to pay administrative expenses and any outstanding TIRZ Bonds. The Master Developer shall be entitled to receive 8% simple interest on 30 advances for the first $ 20,000,000 of TIRZ Improvements until reimbursed, for a maximum of five (5) years from the date of completion of the TIRZ Improvement. For Master Developer advances other than those entitled to 8% interest, interest shall be paid at 6.5% simple interest. 3. Sub -Developer Improvements. Prior to the construction of TIRZ improvements by a Sub -developer, the Sub -developer shall determine the boundaries of the proposed subdevelopment within the Zone. Reimbursements will be made from TIRZ Bonds proceeds or other available TIRZ funds only at such time as the tax increment generated within the subdevelopment is sufficient to support the applicable reimbursement with a debt coverage of not less than 1.25, taking into account the portion of the tax increment required to pay administrative expenses, and to support all outstanding TIRZ Bonds issued to finance TIRZ Improvements constructed by the Master Developer determined to benefit land within the subdevelopment. If TIRZ Bonds are used for the reimbursements, the applicable subdevelopment tax increment must be sufficient to support the TIRZ Bonds. A Sub - developer shall be entitled to receive simple interest on advances for a TIRZ Improvement until reimbursed, for a maximum of five (5) years from the date of completion of the TIRZ Improvement, calculated at 6.5% interest rate. Each Sub -developer will be required to enter into individual reimbursement agreements consistent with the Plans and the Development Agreement, which will set forth the documentation required and the terms for each reimbursement in a form approved by the City. A Sub -developer's reimbursement agreement will provide for (i) the construction of all TIRZ improvements in the applicable subdevelopment by or on behalf of the Sub -developer, and (ii) the priority of reimbursement on a per -improvement basis, with the TIRZ Improvements to be reimbursed in the order of their completion and acceptance. 4. City Facilities. The City Facilities will be financed with available Tax Increment or the proceeds of TIRZ Bonds on a schedule consistent with the development of the Zone, and as sufficient Tax Increment is created within the Zone, taking into consideration the requirements of all then -outstanding TIRZ Bonds; provided that the City may finance City Facilities using other available funds, to be reimbursed from TIRZ Bonds proceeds. 5. Educational Facilities. Educational facilities to be constructed as a part of the Plans shall be determined by AISD using a portion of the AISD Tax Increment, to be disbursed in accordance with the AISD participation agreement. Seventy-five percent of the AISD Tax Increment shall be disbursed to AISD to be used for the financing of educational facilities in accordance with the Act and applicable law relating to such facilities. TIRZ bonds will not be 31 issued to finance educational facilities. AISD shall construct school facilities as required by the Project Plan when they are needed to serve the population of the Zone. AISD shall not be required to build school facilities earlier than such facilities would be needed in accordance with customary procedures established by AISD. To the extent permitted by State Law, AISD shall determine in its sole discretion the location and timing of construction of all school facilities which serve the Zone. All references to AISD are equally applicable to FBISD. F. Method of Financing and Sources of Revenue §311.011(c)(6) 1. Funding Project Costs. Project Costs may be funded directly from available tax increments if the TIRZ Board determines that such tax increments are not required for debt service, construction costs, or administrative expenses. Project Costs may also be funded by TIRZ Bonds if the TIRZ Board recommends, and the City approves, a TIRZ Bond sale. 2. Tax Increment Participation. The following are estimated contributing Tax Increments based on the percentages of the Captured Appraised Value shown: Taxing Entity Zone Years Percent Participation City of Pearland 1 - 3 100 % 4-8 100%(a) 9-30 100%(b) Brazoria County 1 -30 38 Fort Bend County 1 - 10 100 % 11-20 75% 21 -30 50 % Brazoria Drainage Dist. No. 4 1 - 30 50 % Alvin I.S.D. 1 - 30 100 % (c) Fort Bend I.S.D. 1 - 30 100 % (d) (a) 36 % to be repaid as an Administrative Cost, provided never more than $ .255 (b) 64 % to be repaid as an Administrative Cost, provided never more than $ .44 (c) 75 % to be disbursed to AISD for constructing educational facilities (d) 75 % to be disbursed to FBISD for constructing educational facilities All jurisdictions retain their revenues from base year valuations. During the life of the Zone, they will receive all revenues above their TIRZ contributions. The specifics of the tax increment are described in the various Participation Agreements. Gross revenues projected to be available for TIRZ Projects are shown in Exhibit G. Net revenues projected to be available to fund Non -educational TIRZ improvements are shown in Exhibit H. Participation levels are 32 subject to change in accordance with the participation agreements. 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CO CO. o o n r r r n r n n 69 O 0 0 n N LO m N m (0 W W a n N N N N N N N N N N N N N N N CO CONV 0 00)) N (NO CO (n0 CO r CD N W W CO 01 CO CO O W C0 CO 03M CO m m 03 m Nc+)oSv r D)u)o)c0 c00 W cdof 0 0 0i 0 OcO0cO N cOo)c0 M W M O (O 0 m W co V (O (MD N. r r r r r� r r r r r r r r r a 0 0 0 W V CO< (0 O (0 CO (O (0 (D W 0 CO CO CO CO CO CO CO CO W CO W CO W (0 jai Nr O 0 OD CD "I" NI 0 0 0) CO 0) 0) 0) m 03 0) 0) 0) CD CD 0) 0) 0) CI) „& IIDD m V' N (D M. n 00 L0 (D d: N 0 0 0 0 0 0 O O 0 O 0 O O o EMI N 0 M 0 a m m 0 0 0 0 0 M M 0 M 0 0 0 0 0 M M M M O LO N m W at 0 0 W O V' W W W W W W W W W W W W W 00 N A V m W 0 0 03 N d' R d' d' d' V d' R V'a 6161V a 6161 < N N c N M M 0 7 < <t V V 4 d' V V V st V V V d' 7 ^CS W m 0 N M V LO CO r CO m 0 N M at (O CO n CO m 0 N(0 d' (D W n W m m 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N m m 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 0 « N N N N N N N N N N N N N N N N N N N N N N N N N N N N N co 0 N N m N T C o CI a • E N c vj — 0 Lo a Pa m e co O o a c co(0N - 0(p a o M 6 O UD N m e d 'Q d m 0 0) w0 O_ c C 4O ID _ o m N co 0 0 6 r C C V < m c m N E. m a c0 y r- .c a a 1- O. ▪ c tas Q G'� c y N D 0 E e ofNacg 8 0 'C Lm. o w m w W a. 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N GO V N 0 co n co N O V0. r M O O 0 r C6 O 0 0 N M V V (D O (O r O N O) O N M r r r N N N N N N N N N NNN N M M M M CO 0 0 0 0 o O 4 O r N N O) (O f0 O n V (0 O 0) 0 V O 0) (D r N-0- 0 (O 40 O 0C r N COO) O) O 0-,N r O0) 0) 0.-0) COO CO V 0 co_ O N V 0)h 00 r CO.CD CO r N` CO (O V. 000 r O 0 n 0 GO (7 06 (O N Oi V' O O N O N O O (V M 0 (gyp} M CO N- N 0) M 0) O N GO 0 (O M O I- (spy NO rV I'm' O) O r (O c0 (O O O 0 C.- O N M V V (O (O I4 r r re- r r r N (V N N N N N N N N 000r 0)r NC/COLONS LON N N NO MO)O 0 0) O V O O 'O M 0• N O V O) M N (O (O O M GO N O) 0) 00 N O) N O O) V N r (O (O O) V f` V M N O M O O O N cO N r N O N (00 r i0 n O (O O) O N (V r N N O O r 0 0 0 N pi N Oi O co- O O O r N r O) O) N O 0)0- 0) 00 OrNCO.- 0) O O 0) 0 (0 r NI,- etP O GO0)(O r Or o0) V OM(OO V OO>NOO)N (n O>N (D r r N (M V (O (O O r O O O O 0 0 Oi 0 0 0 0 r r r P O O O M r r co 0) N O LID GO ono V rrM N 0 O 0 N (O r 0)O 0 M M 0) 0 (O 0 c0 O r N CO CO O) GOfp 0` CO V N0) 0 O OD 0V O V 0 M N h r 0) CO CO M. (0 N O V 0 0) r N` r O) V elO) N N O CO O Mr ((i O) O O V' 06 M ((pp N O 0 0 Oi M O O (O r 0 N N N GO 0) V M N N N O O (O 0) V O) V 0 O O O N O N CO V O CO cm O) r N M CO. V V N (O O O O n N. 0 0) O) O O r r r r r r r r r r r r r r r r N N Ea 00000 O 3 N N r O N (MD "O�}} M N 0) r (00 O) 38 N rV GO a O N a M M Orr c:,V(0 V 00 r CD COM CO 0 (O CO O) N CO O r 0 r oD (D O cs'� N V GO O N O)CO O aO V N'r M n r f- (O M d' IO N N G OO) r N O .r- GO GOO (OO W O ON) 0 V 0 V V V N it (NO GOO r N- r r r r r r r r r r r N r r r r r r r r r O O O N O V r N M r N r� N r (O N N W N 4° n M 0 0- .1 00 0 0 O N O 0 (O 0), O O) (O aO N (O (O (O iO O VV M V V M VVV' cO N r N V (O O 0 N CO_ 00) r M MD 00 O^ m W OO) O N M 00 co r 00 Off) r r r N N N N N N N N M 0 M 0 M M (0 M M M (n O O O VV 0 V r M n O r Or (NO GOO (OO (OO N- W O N V' 0 n M N O O N r (O 0 OV1 cecpp r N I� N O V OV,� W O O) MOM V N N CO. N f0) M V O .- 0 N CONW 0 0 (O0 00 N act.- 0 0 Or) V r N Rod 0) N N N O V' N O 0)) 0ui 0)) CNN- N (O G (0 N r 0-0,- V NO N V (0O r M O O r V N O) N r a 0 V' (O V' V (O (O cO (O r Nr r r: r: O O O O Oi Oi Oi O)O vt O 0)0 M V (0 O f` O 0) 0 r N M V (O O N O 0) O N M V N O N- O O) O) 0 0 N 0 0 0 0 0 0 0 0 N N N N N N N N N O)D) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 r r N N N N N NNN N N N NNN N N N N N N N N N N N N N N N s N N E (0 >. c o c 0 d N D LCIr) Nc N L al - a) 0 a) u E C a _. ,}o 0 a O N N S. ((0 N `ii- CO CZ CC)0' CO 0 M c m a CO0 0 j 2 c U N 73 a) O 0- 0 T V o c C O O N c r 3 O a N r c a) U _ 9 ori O o c N m 0 o CO to L° `O O a) •0wc N O O 0 Zogo N c 8 8 o m «w 8" z or a -. O [L V (I) O 2 co--0-0 CO (0 00 :dr NCOcO c N NR OaNNc ainL_3Oit 00' m`lcNmN 30 of D'mraiN c 0)2 G 0 00 N,'c. a .(Oc m O L.O- 1' O y 15 a o 0) f9_ (p w S L o d cr. G O_ U 0�N Ow (UP 0 (I? N_.0 o T E M*�'U y,Q 0 a.c C o N 0 m y o a o uL' 3 Si N r V o r.0 0 C O p 0@ p N m o o E o Q. o. z 'a .c c v x N O ..E.- Zmu p a y2) cow U a a*2 ran...! > 0 O N 0 '- to d O 00 1 '0 0 0_' CO a) 0) �NN. rno.c 0)jB a,10 ccccN0-o `UoVN$( m U 0 om Aumo.�m DNaamv�C CD mcN yy ''8 2 ooLtHcairiEgVa 0 N aN ycT h F G. Current Appraised Value §311.011(c)(7) The base year of the Zone is 1998. The total base year certified value of the Zone within the City of Pearland is $ 7,172,980. H. Estimated Captured Appraised Value §311.011(c)(8) The estimated Captured Appraised Value of the Zone in each of the 30 years is attached as Exhibit I. The actual Captured Appraised Value of the Zone for each of the 30 years will be as defined in §311. Duration of the Zone §311.011(c)(9) The Zone will exist for a period of 30 years; however, at such time as the financial and contractual obligations of the Zone are complete, fulfilled, or assumed by the City, the Zone may be terminated by the City. The City and the TIRZ Board will use their best efforts to provide for the payment of all Project Costs, TIRZ Bonds, and interest thereon, in order to minimize the life of the Zone. At the termination of the Zone, any residual funds from Incremental Revenues will be returned to the participating jurisdictions on a pro rata basis according to their levels of participation. 38 z 0 F U 0 fA mz w 2 J ¢ i w I—Li! m —Q ¢ xw a z c_ z wE 1y a¢ 0 C w 1- 0 w FT.BENO ISD ALVIN ISO TAXABLE CAPTURED VALUE APPRAISED VALUE gmgRgaggggiii4Migigi mNsBNmmNN 8 8888NN swBm N8 m gigggmm«Eggggm MOomn<.w�w�mmm�P� mmmmm � 8�$xga000000a0000000 y yg�y q$ u� p IlligiiIIII$N'nrvnE SNNNN WAYa R OC ALVIN ISD ALVIN 150 TAXABLE CAPTURED _ VALUE APPRAISED VALUE rirv,$$yy gs4gamggmmmmmmmmmmmm m a 3l� ,,, imnnumi, vm....nnut .8 828 ggg��Ng w�Pm�amamPWmmma ;. $a.1m sg .c. g$g$$gg$gggggggu g$ <ea 8 g7-ARk...RW'Rn N`Yt 'R'rv�R ^I'rvT.rva.'N.. $ K 11811NNNNNNN NNNss02iNgn ap DRAINAGE DRAINAGE TAXABLE CAPTURED VALUE APPRAISED VALUE " gU$8R8RR R888S888885888 — gsg. , w gggggmagnW 5 ggg???g? mmmgnm gm Kgg. gg$g.n RRRgURR gggggggggggg RR :$gRu ggggigA4 g:ggennagng 3 gm , 'n iggengg FBrv, 4441BB4N.C`4SN.4B41B81 « �y $' w C I IIMINI8MINNNNNrvrvrvEEMAREH ,1a N N N „ FT BEND FT BEND TAXABLE CAPTURED VALUE APPRAISED VALUE r—RARR.8.8, m 8m888mNm 88mR88gm8 8g m mc�ora m : __ _ry rvrvNrvrvrvrvrvrv«g^. gun,'off gmRsgaaa33aa a3aaaaa3aaa am - 4 mm ommmmm illimm gssmm�: a$ mamaRm555rmmEammmE BRAZORIA BRAZORIA TAXABLE CAPTURED TAX VALUE APPRAISED VALUE YEAR S m$iIg88ANINBryNrvNrv;;Z NILURIrrn nU6d, Ow ¢ agmgmnkmamu Ng RR RaRR"oryeURog n w gyyySyyyySyy5y5yyyyyyyygo mn?gymRERM gg2ggggggg222a22” a gmp g:�gamgg oa<- ii.Wii _ n 8„g g gIRRRm m rom m m m g.g.44gg'.,q r0 wlssgINI8g8NrvrvrvNMN IMPAIRRR o', CITY CITY TAXABLE CAPTURED VALUE APPRAISED VALUE w oegmo«3 8li" g geeggliggRR}7pe m ��o2Xa m,m m8 m �mrNN.S^gW. Rgggggg.gggggggg g� gmgsg4 gRggggsggeggggggggggg ga ggmR e. X&kg�¢n %tom^hnnnhr mg nn �rvg Rg ng� gRail&ggmm gmgggg Si hf $mIsa EIRE ENrvrvaVNNNrvrvNNnNNry Orv„R�R FQ �.- f PTSEND SD PT.BEND !SD TAXABLE CAPTURED VALUE APPRASED VALUE ''''Ei8a8Ri2RipMNn8mmRRg6R..E M w EgksaSMYFOC7RWgri R8A TR .sRgRm',g §:ainYigRR EWR 3' »w i r ggggaagggg68So nm.mmrwmRR pppp R6aa i`&' RRARARRRRRRR nnRRRRRRR£RQUI o� ALVINISD ALVIN LSD TAXABLE CAPTURED VALUE APPRAISED VALUE 2 aF.glF$Thg!Al$gn m8REf J Fe e- NrvNa». .;nNNmmmmmm» n e3a.EkkkEi kkkkli.e ka.FRE:wx6SwmU ke aa gggg--„c4,NNnrvnrvr Rnm}myy pmmpmm pmm ,-maRHRRRESIIRRRRRRRRRRR,R9RR9RR a 51 DRAINAGE DRAINAGE TAXABLE CAPTURED VALUE APPRAISED VALUE kkgARMILIMEOPIMAkkkkkk sc.,:, aEiar4a.k kklEAKkiNnE4AR Ikl. NnrvrvrvrvrrvnNmdnn w Eme 04 kRk SEE3aE8Y:EE.RREAR n 8. :. ^RRkligE.kraonkkR“; RgmmofllR r' RO IIIEHIAMIR11RRRRRRrvRRRP,RRR MM 2 orc FT BEND FT BEND TAXABLE CAPTURED VALUE APPRAISED VALUE w0000 oRoRRCRra ggElgragg °< Mg g nmmn"R&8k«RRRRkiR::krigRg Aka m- BRAZORIA BRAZDWA TAXABLE CAPTURED TAX VALUE APPRAISED VALUE YEAR l$RRRRiMkgRr:kmRRRRRRRRRR RRmRRRRR `o4 Nrvrvrry rvnrvr rvnrvmmmm w. .: 1,2 "tam MAKE 8rvm< 63d, mmW62 .' w Nnnr nry nrrvmmnm fdw 5 w M ERE INEP RNnRRRARR RA Sp w a CITY CITY TAXABLE CAPTURED VALUE APPRAISED VALUE mRRN Rmm mR kEkEik.REECk:.47.5 . MERE u$. rr�aa.kak3.rvaa,Nmmffl n'n m'nv cik'a m' w iw %K <F p aaaRSg�m$$$a.-n a�nwrmmo.�saa3 sry �< R RRR M EAE a�aaRRRrvrrrvrR d Appendix A-1 Single Family Housing Market Demand Study Prepared by American Metro/Study Corporation SINGLE FAMILY HOUSING MARKET DEMAND ANALYSIS Shadow Creek Ranch Prepared for: Shadow Creek Ranch Development Co., L.P. September 17, 1998 American ETRbiSTUI Corporation Prepared fon Shadow Creek Ranch Development Co., L P. Table of Contents Shadow Creek Ranch, Market Demand Study L EXECUTIVE SUMMARY 3 IL HOUSTON ECONOMIC OVERVIEW 8 A. INTRODUCTION ,8 B. ECONOMIC TRENDS 9 Job Growth 9 Employment Forecast 10 M. HOUSTON HOUSING MARKET OVERVIEW 11 A. INTRODUCTION 11 B. HOUSING MARKET TRENDS -BACKGROUND 12 Apartment Market Trends 12 Resale Housing Market Trends 14 C. SINGLE FAMILY NEW CONSTRUCTION 16 Interest Rates 16 Single Family New Construction 17 Vacant Developed Lot lnventory Trends 19 New Home Inventory Trends 20 Price Range Distribution of New Home Starts and VDL 21 IV. TARGET MARKET AREA ANALYSIS 23 A. INTRODUCTION 23 B. TARGET MARKET AREA 24 Population and Household Count 26 Employment Trends 29 Employment Center Map 30 C. TMA NEW SINGLE FAMILY HOUSING MARKET 31 Vacant Developed Lots 33 Lot Delivery and Absorption 35 Price Range Distribution of New Home Starts and VDL 37 TMA Demand by Lot Size 39 TMA Subdivisions Ranked by Annual New Home Starts 41 Planned Housing Projects, Future Lot Inventory 42 D. SITE LOCATION AND EVALUATION 43 Apartment Market Analysis 45 Assumptions & Limiting Conditions 50 America n MEMO/STUDY Corporation Page 2 of 51 Prepared for: Shadow Creek RanchDevelopment Co., L P. 1. Executive Summary This study has been prepared exclusively for Shadow Creek Ranch Development Co., L. P. The purpose of this market analysis is to assess the feasibility of a new Master Planned Community located in the City of Pearland, northern Brazoria County. This report is to be included in the creation of a Tax Increment Reinvestment Zone (also referred to as the "Zone"). Metro/Study has evaluated the overall Houston economy, looking particularly at the historical trends in household formation and employment growth to determine the correlation between economic expansion and single family housing demand. Metro/Study also performed an analysis of the demographics of the Target Market Area (TMA) to determine to what extent the population was capable of purchasing homes in the price range of the Zone. An overview of subdivisions located within the TMA boundaries, including historical starts, lot inventories, and demand by price, is also presented. A map of the Target Market Area is located on page 25 of the report. By analyzing the historical trends and current competitive environment, we have established a forecast for housing starts in Houston and the TMA. The housing market supply of new homes is monitored on a quarterly basis by the Metro/Study single family housing survey, which allows us to accurately determine the size of the Houston market as well as the size and number of competing subdivisions in the TMA. Shadow Creek Ranch Development Co., L. P. will be developing 3320 acres (yielding approximately 7,000 single-family lots). The Zone's property is located on the West Side of State Highway 288, south of McHard Road in the City of Pearland. Additional development in the community will include approximately 3,934 multi -family units and 1,828 senior and assisted living units. Planned for commercial, industrial and institutional sites have been included in the master design. Planned amenities include a regional park, recreation centers, pools, lakes, pocket parks and a trail system throughout the community. Plans also include sites for 4 elementary schools, 2 middle schools and 1 high school. The remainder of this section of the report summarizes the Houston economy and residential housing market, as well as the single-family home market in the Target Market Area. Final conclusions regarding the Zone are included at the end of this section. AmericanME RO/SWDY Corporation Page 3 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. Overall Houston Economy and Housing Market • The Houston economy has recovered from its economic woes experienced in the mid-1980's and added over 550,000 jobs and 300,000 households since 1987. • The excess supply of apartments and single family homes leftover from the recession in the 1980's has been eliminated. • The greater Houston area is expected to add between 50,000 and 62,000 new jobs annually through the end of the. year 2000. • Demand for new homes has risen from a low of 6,500 units in 1987 to 21,579 units for the twelve months ending 2Q98. • Houston is expected to start between 19,000 and 23,000 new homes per year over the next three years. American MElRO/STUDPCorporation Page 4 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. Target Market Area (TMA) Analysis - The TMA consists of communities mostly in northern Brazoria, eastern Fort Bend and northwestern Galveston Counties, located within the boundaries formed by Highway 59 to the west, the Sam Houston Tollway to the north, and Interstate 45 to the east. The southern boundary extends past the City of Alvin (see TMA map on page 25). • The TMA is characterized by middle income families. The TMA's estimated average household income for 1998 is $67,401, which is slightly above the Houston average of $61,231. • The annual starts rate in the TMA at the end of 2Q98 reached 3,794 units, up 69% from three years ago and the highest rate ever recorded for this area. The TMA's share of the Houston market has not changed from 2Q95 to 2Q98. TMA market share is expected to continue to climb over the next three years as the strong housing market has drawn the attention of other developers and homebuilders who will likely seek land positions in the area. Silverlake, a Johnson Development project, is the premier community in the area with almost 600 starts during the year ending 2Q98, ranking it second among all Houston area communities. • Currently, the most active housing price range is the $120,000 to $150,000 bracket, accounting for 28.6% of 2Q98 annual starts. Overall, the TMA has a higher concentration of housing activity in the $90,000 to $180,000 price range than overall Houston. Over 65% of TMA new home starts are priced from $90,000 to $180,000 compared to only 59% of Houston area starts. • The supply of lots is low in most of the price bands, especially for housing in the production builder price ranges, $70,000 to $300,000. In the six Metro/Study price bands between $70,000 and $300,000, lot supplies range from a mere 12.3 months to 27.6 months (24 to 30 months is considered equilibrium). The TMA could have started more homes had more lots been available in this high -demand range. • Vacant developed lot inventory in the TMA stood at 4,769 lots at the end of 2Q98, down from 5,893 lots in 2Q95. Actual lot count has been going down in the TMA, similar to market trends for most areas of Houston. The 4,769 lots in inventory represent 15.1 months of supply, which is down from 24.1 months of supply as recently as 1Q97 and 31.5 months of supply in 2Q95. Lot inventory and months of supply figures have both been going AmericanMETRO/STODY Corporation Page 5 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. down due to increased lot absorption (starts) rates. Demand for lots in the TMA is very strong, and housing activity will pick up even further if capacity can be expanded with the development of new communities. Shadow Creek Ranch Review and Projections • The TMA is a very active suburban housing market that has demonstrated growing consumer demand in recent years. The opening of the South Sam Houston Tollway has increased accessibility to the Pearland area, contributing to its growth. Also, Highway 288 is one of the least congested of the eight main thoroughfares into downtown. The medical center, just southwest of downtown, is also very accessible from most communities in the TMA. The subject property is located near the City of Pearland, whose city facilities have grown along with the new household growth. The City of Pearland is a progressive community committed to growth, further contributing to the subject property's potential for success. • Shadow Creek Ranch is well positioned within the TMA. Homes in the Zone, projected to have a median price of approximately $160,000, and an average price of $270,000, will target a high demand range that has been established in the TMA. Lot absorption in the Zone is expected torange from 550 to 950 units per year in a variety of lot sizes and housing price ranges. • Based on our evaluation of market conditions in the area, METRO/STUDY believes the Apartment TMA could absorb 200 to 300 apartment units per year over the next five years. • The property tax rate in the Zone has not yet been firmly established, but it is assumed it will not exceed $3.60 per $100 valuation. This tax rate would be similar to that of other successful communities in the TMA; therefore, lot absorption in the Zone should not be adversely affected. Silverlake, with a tax rate of $3.54, is one of the most successful developments in all of Houston. • Market support for the Master Planned Community, both the residential and commercial tracts is part of the natural growth of the Highway 288 corridor. Housing growth in Shadow Creek Ranch and the 288 corridor will determine, over time the feasibility and scale of the contemplated commercial uses. METRO/STUDY has not prepared any long range planning to establish when this might occur. AmericanMETRO/STUDY Corporation Page 6 of 51 Prepared for: Shadow Creek Ranch Development Co., G P. Shadow Creek Ranch Review and Projections • The TMA is a very active suburban housing, market that has demonstrated growing consumer demand in recent years. The opening of the South Sam Houston Tollway has increased accessibility to the Pearland area, contributing to its growth. Also, Highway 288 is one of the least congested of the eight main thoroughfares into downtown. The medical center, just southwest of downtown, is also very accessible from most communities in the TMA. The subject property is located near the City of Pearland, whose city facilities have grown along with the new household growth. The City of Pearland is a progressive community committed to growth, further contributing to the subject property's potential for success. • Shadow Creek Ranch is well positioned within the TMA. Homes in the Zone, projected to have a median price of approximately $160,000, and an average price of $270,000, will target a high demand range that has been established in the TMA. Lot absorption in the Zone is expected to range from 550 to 950 units per year in a variety of lot sizes and housing price ranges. • Based on our evaluation of market conditions in the area, METRO/STUDY believes the Apartment TMA could absorb 200 to 300 apartment units per year over the next five years. • The property tax rate in the Zone has not yet been firmly established, but it is not likely to exceed $3.60 per $100 valuation. This tax rate would be similar to that of other successful communities in the TMA; therefore, lot absorption in the Zone should not be adversely affected. Silverlake, with a tax rate of $3.54, is one of the most successful developments in all of Houston. Based on the current competitive environment, market factors in the TMA, and the established performance of Silverlake, Metro/Study considers the above absorption projections reasonable based on the following assumptions. 1. The lots and/or homes will be priced competitively. 2. Lots will be available to accommodate demand for housing. 3. Amenities such as parks, pools, and recreation centers will be developed, as indicated, early in the construction process in order to draw prospective homebuyers. 4. An appropriate marketing effort will be employed. AmericanME7RO/SCUDP Corporation Page 7 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. 1I. Houston Economic Overview A. Introduction The purpose of the Houston Economic Overview is to: • Give an understanding of the economic forces that affect the housing market in the city of Houston and, the new single family home market. • Analyze employment levels by studying employment, job growth, and unemployment. • Study current and future employment trends that indicate growth in, or shrinkage of, the housing market, both single and multi- family. American ME I RO/STUDr Corporation Page 8 of 51 Preparedfor Shadow Creek RanchDevelopment Co., L. P. B. Economic Trends Job Growth The Houston area showed tremendous job growth in the late 1980's. Beginning in 1987, the Houston area averaged annual job growth of 68,400 per year through 1990. In 1991, job growth began to slow and, in 1992, as a result of the national recession occurring in that year, the job market actually shrank. By 1993 and 1994, Houston had returned to a growth mode, which has continued through 1998. Job growth in Houston has once again increased its pace; at the end of March 1998 annual job growth reached 89,000 new jobs. The chart below shows the trend in employment from 1983 to 1998 (first quarter). 2,000 1,900 C 1,600 t 1,700 E 1,600 1,400 1,300 Houston PMSA Non-Ag Wage 8 Salary Employment r O O O O o 0 O ry m n o O O v n O O o O O =Total Employed —Annual Rate 150 100 0 (50) (100) (150) ('coo) aea Ienuuy As displayed above, there were more persons employed at the end of 1Q98 than at any other time in Houston's history. The Texas Employment Commission estimates there to be 1,976,600 persons employed in the Houston PMSA as of the end of 1Q98. Not only is job growth strong, but the Houston labor market is very tight at 5.02% unemployment as of June '98, below the 6.0% unemployment rate as of June '97. American METRO/STUDY Corporation Page 9 of 51 Preparedfor: Shadow Creek Ranch Development Co., L. P. Employment Forecast The chart below shows the current and projected employment trends from 1997 to 2000. Projected growth in the local economy bodes well for all facets of the housing industry, as new jobs mean new households, which in turn results in absorption of housing units in the area. 2,100,000 Actual soaoo T 00,000 2,050190 Sfl = 70.000 2,030,000 Rr 1::,--_— 60J�oo ? ' .7 '4 - �— Jr. �: Actual t•:' .� 4r :."� '-a= —,o,aoo Y� r ,p,eoa 'vF 20,000 1A00,00O .rr jr_ 10.000 1.0.0A20 v: Historically, for every one and a half to two new jobs created, a new housing unit, either single or multi -family, is absorbed. Based on the above projections, there will be a total of 174,400 jobs added during the time period from 1998 to 2000. With an average of 1.75 jobs necessary to absorb a housing unit, a total of 99,660 housing units are projected to be absorbed over the time frame mentioned above. Metro/Study estimates, based upon historical trends in single family and multi -family absorption, that approximately 62% of all unit absorption in the Houston area is new single family housing, equating to a demand for approximately 61,800 new single family units absorbed from 1998 to 2000. These projections and estimates are used as a basic underlying assumption in forecasting demand in the TMA and for housing units in the subject District. New single family unit projections are found later in this report. AmericanMETRO/S7T/DP Corporation Page 10 of 51 Prepared for: Shadow Creek RanchDevelopmenl Co., L.P. III. Houston Housing Market Overview A. Introduction This section will examine: • The current patterns and trends effecting the housing market today. • Single family re -sales and multi family housing trends for the purpose of better understanding current trends in housing stock and to foresee future patterns in both single and multi family housing markets. • New home sales and starts against inventory levels in order to estimate the demand for new single family housing in the Houston PMSA. • Data distributed over various price ranges for a clearer picture of the various demand components. AmericanMEmO/STUDY Corporation Page 11 of 51 Preparedfor: Shadow Creek Ranch Development Co., L. P. B. Housing Market Trends -Background As the housing market in the Houston area becomes more competitive, it becomes even more necessary to keep a close eye on all facets of the housing industry. These major markets will be discussed in the following sections. Apartment Market Trends The Houston apartment occupancy continues to grow. From 1990 to 1993, occupancy rose just 0.8%, from 87.5% to 88.3%. More recently however, occupancy has begun to rise at an increased pace. Since June of 1996, Houston has eclipsed the 90% occupancy threshold and maintained this level. Apartment occupancy, as of the first quarter of 1998, stands at 90.8%. Houston Apartment Market Occupancy & Rental Rate 1990 to 1998 w% $0.70 02% 5060 60% -- $0.60 i ire __ ---ar. _ .-t .. _.. _ .. Fr SC40 I:86% _ . x I `; eex 0 00 Pan°y Rent $/sf/mo $as0 ! G 8/%� 8?L SO% .— _ L _ ♦ \'I. $010.. $0.10 S000 f N W i N 3 N i N 5 N z i k- Month -Year From 1990 to 1993 rental rates increased by just 12.7%, not overly impressive over a three-year time span (4.2% per year). Recently, however, rental rates have inched upward to $.609 for March 1998, a rise of 6.3% in one year. The forecast is for continued increases in occupancy and rental rates through much of the second half of 1998. Apartment construction in Houston peaked in the early 1980's with almost 37,000 units constructed in 1983 alone. From 1980 to 1984 there were a total of 109,543 new units built. During the economic downturn experienced in the Houston market in the mid 1980's, new apartment construction came to a halt. In 1988, there were no new units constructed. AmericanMETRO/STUDY Corporation Page 12 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. During the 1990's, however, construction of apartment units began once again to occur at meaningful levels. Also of note is the number of apartment renovations that have occurred since 1988. The graph below displays the trend in new apartment construction and apartment renovation since 1980 in Houston. Houston Apartment Market New Units Constucted & Units Renovated 1981 to 1998 40.000 1 i 1 Aparbnant Units tt 5 V • New Units o Renovations c its a.,.. tall Irr, 1981 1982 1963 1084 1965 1998 1987 1998 1989 1990 1961 1992 1993 1994 1995 1669 1097 rm 3R9 Year Apartment construction has remained relatively steady over the past four years, ranging from 5,789 new units in 1994 to 4,371 new units in 1997. The high occupancy levels and rising rents have stimulated increased interest in new apartment construction. It is estimated that as many as 14,000 new units will come on line in 1998, due to a tight market. This would almost equal the entire production of new apartments constructed over the previous three years combined. American ME/RO/STUDW Corporation Page 13 of 51 Prepared fon Shadow Creek RanchDevelopment Co., L P. Resale Housing Market Trends The existing home market has continued its steady improvement that began back in 1987. Since 4Q95 the months of supply calculation of existing home inventory has decreased from 7.9 to only 5.1 at the end of 1Q98, an all-time low. The amount of excess inventory that used to plague the Houston market has been almost completely eradicated. The number of re -sale homes sold is at record levels; properly priced homes in good neighborhoods are becoming increasingly more difficult to find. It has been a "buyers' market" in Houston for many years, but the resale home market has finally shifted. Negotiating power now lies in favor of sellers over buyers. The chart below details the available listings and annual sales of existing homes in the greater Houston area. As of first quarter 1998 there were a total of 16,118 homes on the market (a 5.1 month supply), while a total of 38,063 units were sold over the past 12 months. Houston Comparison of Existing Single Family Detached Homes on the Market and Annual Sales of Those Homes Quarter AmericanMETRO/STUDY Corporation Page 14 of 51 Prepared for: Shadow Creek RanchDevelopment Co., L P. The chart below displays the trend in median price of single family detached housing sold through MLS since March of 1992. The median price reached $95,000 in July and December of 1997, the highest ever recorded in Houston's MLS. The March 1998 median price, $94,265, is just below this "high water" mark. Median Price 3103,033 $05,303 $30,CO3 535,050 3E0,050 375,M0 170,020 SOS,003 5/30,0:0 355,003 $50.003 " 2 2 2 Median Price of Single Family Detached Homes Sold Through MLS 1992 to 1998 6 .TaHliWII/r12%)0,,T h' ka2 Sal: 1 Month -Year American METRO/STUDY Corporation Page 15 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. C. Single Family New Construction Interest Rates During the most recent upswing in the new home market, the consumer has become very sensitive to the interest rate issue. The chart below shows the trend in interest rates (30 year fixed rate conforming loan, according to Freddie Mac). As shown above, interest rates stabilized during the second half of 1996 and actually began to decline. The interest rate as of March 28, 1998 stood at 7.08%, and it has remained below 7.25% throughout the first quarter. Projections foresee the interest rate staying below 8.0% over much of 1998, as inflation remains very well in check. As shown above, interest rates have remained at or below 9.0% since the temporary upswing of interest rates in 1994 that caused a slowdown in Houston housing sales. AmericanMECRO/SIVDY Corporation Page 16 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. Single Family New Construction Beginning with the upturn in the employment picture in 1987, the new single family housing market began to grow considerably. As a result of this general improvement in market conditions, housing starts increased from the low point experienced in 1987 of 6,375 housing starts to 18,958 by year-end 1997, almost tripling the 1987 total. The rate of new home construction in the Houston market expanded steadily from 1987 to mid-1994, reaching 14,518 units (annual rate) by the second quarter of 1994. However, by the end of 1994 the annual rate of new home construction slowed to 13,586 units. This moderate decline in the rate of construction, the first to occur since the recession of 1991, was interest -rate induced and continued through mid 1995. Since that time, with more attractive interest rates and strong job growth, new home starts have increased, as illustrated on the following chart. m, 16.000 10,000 6.000 Houston Market- Annual Rate of New Home Starts a I a o b R 5 0$ a Quads! For the twelve months ending 1Q98, new home construction in the greater Houston area reached 21,579 units, a hearty increase of 33% from 1Q97. The projections for new home starts are based upon employment forecasts, historical ratios of jobs to household creations, and the ratio of single to multi -family unit absorption, as described earlier in this report. In the latter half of 1995 and through 1996, the Houston new home market once again returned to a growth mode, reaching 16,445 by year-end 1996. There were 18,958 starts in 1997, and Metro/Study American METRO/STUDY Corporation Page 17 of 51 Prepared for: Shadow Creek Ranch Development Co., L.P. expects the Houston new home market to peak at 23,000 starts in 1998. Starts will probably experience a decline in 1999 and 2000 because of the cyclical nature of both the economy and the housing market in the Houston area. Single Family Housing Starts Historical and Projected 1980 to 2000 35,000 30,000 lProjections 25,000 a 20,000 c _ 24000 r. 2 15,000 _. cc loom ,4^ r I 5,000 0 m m m v m m m ", s`�� m m `m . �l.,au..z m et Year ,' $i S'i m et e in' E f m I I '-II I m et AmericanMETRO/STUDY Corporation Page 18 of 51 Prepared for: Shadow Creek Ranch Development Co., L P. Vacant Developed Lot Inventory Trends The following graph illustrates the historical trends in vacant developed lot (VDL) inventory and its corresponding months of supply (based on the rate at which lots were absorbed) for the Houston area since 1987. - Vacant Developed Lot Inventory New Single Family Homes 85.000 140 80%0 120 ss DDD 1111 tm .I sD,aoD I I I 1 ; eo 1 ' s.DDD 11l I.1 1 III _I, 0 4"thi I I I I I I I I I I �.� I I1.I_L{:,.. n - 40 GD.DDD 1I .111i---.1111111.1..1:11111.11:1:1 :I_.I.I :O 11 ev I 1 8 �111111 g III g [11111111.1. g Quarter I m -I I-1 g I m 111111111 li g 1I 2 111.1•11111111 g 8 g `.11 fi m p D IVacant Developed Lola teettentionthsMSupply During the mid 1980's the number of vacant developed lots (VDL) increased from approximately 50,000 lots in 1983 to about 68,000 in 1986. At the same time, housing starts (lot absorption) fell drastically from 28,000 to just 7,000. Since that time, the supply and demand levels of subdivision lots have improved greatly. In the fourth quarter of 1986, there existed a 124 month supply of lot inventory. The current supply level of lots in Houston is at 21.0 months, approximately 1/6th of the 1986 level. The months of supply figure has remained at or below the 60 months of supply level since the fourth quarter of 1989. The equilibrium level of lot supply in Houston has been demonstrated to be approximately 24.0 to 30.0 months, indicating that the Houston market is currently below equilibrium range and is, essentially, "sold out". AmericanMETRO/STUDY Corporation Page 19 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. New Home Inventory Trends From 1985 to 1987 the excess supply of new home inventory in Houston was sold off. American METRO/STUDY Corporation has considered the equilibrium level of new home inventory to be around two and a half months of supply. The graph below displays the trend in new home inventory supply since 1992. Trend in Months Supply of Finished New Home Inventory EquLbnum 25 • 0.0 1093 3092 1083 3093 1094 3094 1085 3095 1080 3098 1007 3097 1088 Quarter The level of new home inventory has remained below two and a half months since 1988, with the exception of 2Q95 and 1Q96. Since the first quarter of 1996, the level of finished inventory supply has dropped off. By the end of the first quarter of 1998, the months supply of vacant homes has dropped to 2.1 months. In the second half of 1997 it has been generally conceded that home inventory (both new and re -sale) is unusually tight. This has resulted in an atmosphere that is more of a "sellers' market" than at any time since 1983. AmericanMETRO/STUDY Corporation Page 20 of 51 Prepared fon Shadow Creek Ranch Development Co., L. P. Price Range Distribution of New Home Starts and VDL Metro/Study has segmented single family new home starts and vacant developed lot inventory by various price ranges for the total Houston market. The following table shows this distribution. Houston Market Price Range Distribution of Housing Starts & Vacant Developed Lots 1Q98 Price Range Annual Starts Percent Dist. Vacant Dev. Lots Months Supply $0-$70k $70k-$90k $90k-$120k $120k-$150k $150k-$180k $180k-$210k $210k-$300k $300k+ 307 2,385 4,902 4,835 2,928 1,733 2,598 1,407 1.5% 11.3% 23.2% 22.9% 13.9% 8.2% 12.3% 6.7% 2,226 6,156 6,832 7,281 4,691 2,515 4,051 3,150 87.0 31.0 16.7 18.1 19.2 17.4 18.7 26.9 Totals 21,095 100% 36,902 21.0 American METRO/STUDY Corporation The median price of new homes sold in 1997 was approximately $145,000, well below the national average for new homes. The most active segments of housing starts during the past twelve months have occurred in the $90,000 to $120,000 and $120,000 to $150,000 price ranges. These two price ranges accounted for approximately 46.1% of all single family housing starts. The $70,000 to $90,000 and $150,000 to $180,000 price segments combined for an additional 25.2% of Houston's new home starts. The number of vacant developed lots totaled 36,902 at the end of the first quarter of 1998, 22,495 (61%) of which are for homes priced under $150,000. There are 14,113 VDL in the $90,000 to $150,000 price ranges, representing a 17.4 month supply of lots. American METRO/STUDY Corporation considers a 24 month supply to be the equilibrium level at which the new lot development process is triggered. This price band represents a good opportunity for new lot development at this time, as supply is well below the 24 month threshold. Excellent lot development opportunities also exist in the $150,000 to $300,000 housing price range. These price distributions are further analyzed in light of information gathered at the Target Market Area level. AmericanMETRO/STUDY Corporation Page 21 of 51 Preparedjor: Shadow Creek Ranch Development Co., L. P. 8,000 7,030 6,000 5,000 t 4,000 3,000 2,000 — 1,030 0 Houston Price Distribution of Starts & Lots $0$70k $70k$90k I� I $90k- $120k- $150k- $120k $150k $180k $180k- $210k- $300k+ $210k $300k American MEMO/STYMY Corporation Page 22 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. IV. Target Market Area Analysis A. Introduction Purpose: • To provide a better understanding of the dynamics of the housing market surrounding the subject site. Contents: • A geographical area was selected and defined as the Target Market Area (also referred to as the TMA). • TMA demographic and new home market trends are analyzed. • The new home market is evaluated in terms of sales and starts activity, lot and house inventory levels, price distributions of demand, and future development plans. AmericanMETRO/STUDY Corporation Page 23 of 51 Prepared for: Shadow Creek Ranch Development Co., L P. B. Target Market Area Definition and Justification - The Target Market Area (TMA) was chosen because of various market -related considerations. Many of the communities within the TMA's boundaries compete for the same buyer traffic along Highway 288, the Sam Houston Tollway, Highway 35 (Telephone Rd.), Highway 59, Interstate 45, and FM 518. These communities also share the same infrastructural advantages and disadvantages, such as retail and commercial locations, traffic patterns, drive time to and from employment centers, and recreational facility availability. Based on these considerations, those communities that make up the TMA are competitive with the subject site, and demonstrative of the demand that will exist in the area. The TMA includes the area of Pearland (in northern Brazoria County), eastern Fort Bend and northwestern Galveston Counties, located within the boundaries formed by Highway 59 to the west, the Sam Houston Tollway to the north, and Interstate 45 to the east. The southern boundary extends past the City of Alvin (see TMA map on page 25). AmericanMETRO/STUDPCorporaion Page 24 of 51 Target Market Area Prepared for: Shadow Creek RanchDevelopment Co., L. P. Population and Household Count Metro/Study uses Claritas data as a basis for the characterization of the area and to establish ongoing trends. Metro/Study acknowledges that Claritas, a national demographic firm, while very accurate when estimating population and households in MSA's (Metropolitan Statistical Areas) is less precise estimating demographics in suburban fringe areas whose changes are more difficult to predict. Furthermore, Claritas projections tend to reflect historical trends rather than current market conditions. The TMA population and household estimates and projections (by Claritas) indicate a continuing growth potential for the region. Average annual growth in total households is expected to approximate 3,364 per year over the next five years, making the annual population growth of 9,479 persons. Target Market Area Population and Household Trends 1980, 1990, 1998 Estimate, & 2003 Projection Avg. Annual Year Number Net Change Growth Population 1980 187,618 1990 276,158 1998 376,159 2003 423,555 fl'ouseholds 1980 58,111 1990 89,944 1998 123,668 2003 140,487 * * 88,539 8,236 100,001 11,429 47,396 9,479 * 31,833 33,724 16,819 2,961 3,854 3,364 SOURCE: Clantas Table 4.0 American METRO/STUDY Corporation Page 26 of 51 Prepared for: Shadow Creek RanchDevelopment Co., L. P. The TMA is a family market with an average household size of 3.02 persons, which is larger than the City of Houston's 2.75 persons per household. As this area of Houston grows over the next several years, families moving into the market will likely raise the average household size in the TMA. Target Market Area Household Size Profile Estimates Household Size 1998 1 Person 2 Persons 3-5 Persons 6+ Persons 18,086 33,830 65,532 6,219 TOTAL TMA Average Household Size 123,668 3.02 Houston Metro Avg. Household Size 2.75 SOURCE: Caritas Table 4.1 The TMA household income is slightly higher than the Houston average. The 1998 TMA median household income is estimated to be $57,790, and average household income is estimated to be $67,41. The average household income in the entire Houston area is $61,231. AmericanME&RO/STUDYCorporation Page 27 of 51 Prepared fon Shadow Creek Ranch Development Co., L. P. Target Market Area Income Profile of Households 1998 Estimates Household Income % of Total 1998 Households Below $15,000 $15,000-$24,999 $25,000-$34,999 $35,000-$39,999 $40,000-$49,999 $50,000-$74,999 $75,000-$99,999 $100,000-$149,999 $150,000 Plus 11,260 10,532 12,806 6,026 13,997 32,555 18,511 11,796 6,186 9.1% 8.5% 10.4% 4.9% 11.3% 263% 15.0% 9.5% 5.0% TOTAL 123,668 100% TMA Median Household Income $57,790 TMA Average Household Income $67,401 Houston Metro Med. Household Inc. Houston Metro Avg. Household Inc. $50,009 $61,231 SOURCE: Clarilas Table 4.2 Households in the TMA are concentrated in the $40,000-$100,000 income range (52.6% of all TMA households). AmericanMETRO/STUDY Corporation Page 28 of 51 Prepared for Shadow Creek Ranch Development Co., L. P. Employment Trends Employment levels are important indicators of an area's vitality and good indicators of housing demand. The TMA can rely upon a much broader region for its employment base; thus, the area from which the subject can expect to draw new homebuyers has also increased. It is estimated that as much as 50% of the Houston area employment base is within a 45-minute commute from most communities in the TMA, including the subject site. Hobby Airport, Ellington Field, and NASA are convenient to the Zone, as are employment opportunities in West Houston, Sugar Land, and even the Ship Channel area, via the Sam Houston Tollway. More importantly, the Central Business Zone (CBD) and areas closer to downtown (like the Medical Center) are within an acceptable commute to residents living in the TMA. Highway 288 goes directly to the CBD, and it is one of the least congested freeways accessing downtown Houston. A map located on the following page shows major employment areas in the Houston region. Access to employment in the broader Houston metro area means housing demand in the TMA is reliant on regional employment trends rather than local TMA employment for its primary housing demand. AmericanMEJRO/STUDY Corporation Page 29 of 51 `o v a - s et Y O 0 a m 1 6 0 • cm U 9 y E W Y a `m 5 ^' O= 0 m a m W 0 c m c c y H c cmi c s as mU m e.+ xz V `o �5 W E;3 A3 ;gm _>. m=a0 =2s t0 0 c c 0 nao.wE - LL_ 2= o m 0 scc m o >, W 0 0 x 0 ,., 3: g c x u '^ = 0 E= `c t E w= 000 `o a° E o e, d a¢ d o c o 0 0 o— m 01-0nzaxwz00xWu.t om»a Major Employment Centers Prepared fon Shadow Creek Ranch Development Co., L.P. C. TMA New Single Family Housing Market The following analysis is based upon information for the Target Market Area (TMA) and the subject site. The TMA boundary is referred to earlier in this report. Housing Starts - The following table displays the annual rate of new home starts quarterly from 2Q95 through 2Q98 for both the overall Houston market and the TMA. The percent share of the overall market captured by the TMA is also shown. The TMA's share of the Houston market has changed little over the past three years. Target Market Area Annual Starts Rate and Market Share of Total Houston Starts 2Q95 to 2Q98 and Projected Ann. Starts Ann. Starts TMA Share Qtr/Yr Houston TMA of Houston 2Q95 3Q95 4Q95 1Q96 2Q96 3Q96 4Q96 1Q97 2Q97 3Q97 4Q97 1Q98 2Q98 Projected 1998 1999 2000 12,712 13,241 13,937 14,794 15,977 16,145 16,445 15,867 16,834 18,175 18,749 20,895 21,579 2,242 2,350 2,433 2,489 2,691 2,715 2,903 2,878 3,029 3,285 3,418 3,748 3,794 17,6% 17.7% 17.5% 16.8% 16.8% 16.8% 17.7% 18.1% 18.0% 18.1% 18.2% 17.9% 17.6% 23,000 4,140 18.0% 21,000 3,885 18.5% 19,000 3,610 19.0% Avg. '98-'00 21,000 3,878 18.5% American METRO/STUDY Corporation Table 4.3 Starts in the TMA have grown steadily over the past several years, mainly driven by the success of the Silverlake development in western Pearland. Located east of Highway 288 on the south side of FM 518, Silverlake has been well received by the home buying public. Amenities such as an 18-hole golf course and 29 acre lake have helped AmericanMETRO/STUDY Corporation Page 31 of 51 Preparedfor: Shadow Creek Ranch Development Co., L P. produce 568 closings during the year ending 2Q98, ranking it second in closings behind The Woodlands among Houston area communities. TMA market share is expected to continue to climb as several projects are just coming online or are expected to come online in the near future. Though new developments will create competition for the Zone, their presence will result in the continued development of South Houston with improved accessibility to the TMA and enhanced mobility within it. Because of this and the combined advertising/marketing efforts of the developers and builders, more prospective homebuyers will be drawn to the area, and the TMA will capture a growing percentage of the overall market Target Market Area Annual Starts And Percent Share of Houston Metro Area mimed Isse TMA Annual Starts —TMA%Share of Houston — 19.5% •— 19.0% 18.5% 18.0% 17.5% 17.0% 16.5% 16.0% 15.5% Overall, the TMA can be expected to see a healthy 18.5% market capture over the next three years. If the current projected Houston demand is used, the TMA can expect between 3,610 and 4,140 starts per year from 1998 to 2000. AmericanMEIRO/STUDY Corporation Page 32 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. Vacant Developed Lots The following table shows lot inventory trends since 2Q95 in Houston and the TMA. Houston and Target Market Area Vacant Developed Lot Inventory and Months of Supply 2Q95 to 2Q98 Houston Months Qtr/Yr VDL of Supply TMA Months VDL of Supply 2Q95 43,049 40.6 5,893 31.5 3Q95 42,913 38.9 6,020 30.7 4Q95 42,699 36.8 6,055 29.9 1Q96 41,570 33.7 5,906 28.5 2Q96 40,837 30.7 5,982 26.7 3Q96 39,950 29.7 5,979 26.4 4Q96 38,933 28.4 5,742 23.7 1Q97 39,142 29.6 5,789 24.1 2Q97 37,480 26.7 5,209 20.6 3Q97 36,884 24.4 5,170 18.9 4Q97 36,223 23.2 4,793 16.8 1Q98 35,320 20.3 4,984 16.0 2Q98 34,139 19.0 4,769 15.1 American METRO/STUDY Corporation Table 4.9 TMA Vacant Developed Lot Inventory And Months of Supply 7,000 6,000 5,000 a 4,000 e i 3000 2,000 1,000 35 30 25 20 s 15 I 10 0 III II1� 10 2095 3095 4095 1096 2096 3096 4096 1097 2097 3097 4097 1098 2098 VOL Inventory -Months of SupplyI American METROISTTJDY Corporation Page 33 of 51 Preparedjor Shadow Creek Ranchnevelopmem Co., L. P. The inventory of vacant lots on the ground in the TMA has dropped from 5,209 lots in 2Q97 to only 4,769 lots in 2Q98, an 8% decline. Not only has actual lot count dwindled over the past year, but lot absorption has increased as well. The annual lot absorption rate ending 2Q98 was up 25% over the previous year, further straining lot availability. This increase in lot absorption combined with the declining lot inventories resulted in the months supply calculation of lots dropping from an already low 20.6 months in 2Q97 to a mere 15.1 Months in 2Q98. Only three years ago, there was a 31.5 months supply of lots. Similar to the overall Houston market, there is a shortage of lots available in the TMA at this time. Supply amounts between 24 and 30 months are considered "equilibrium", so the TMA is behind in its capacity to meet existing demand. If more lots were available in the area, the TMA would have started more homes. American!v frRO/STUDYCorporaton Page 34 of 51 Prepared for: Shadow Creek Ranch Development Co., L P. Lot Delivery and Absorption Over the past three years, there have been two cycles of lot delivery and absorption. From 2Q95 to 3Q96, 222 more lots were delivered than were absorbed, and lot inventory eventually climbed to 5,979 lots. From 4Q96 to 2Q98, however, 1,210 more lots were absorbed than were delivered, lowering the number of lots in inventory from 5,979 to 4,769 lots. The TMA needs to deliver more lots at a faster pace in order to keep up with demand. Target Market Area Quarterly Lot Delivery and Lot Absorption 2Q95 to 2Q98 Lots Lots Net Increase Yr/Qtr Absorbed Delivered or (Decrease) 2Q95 3Q95 4Q95 1Q96 2Q96 3Q96 4Q96 1Q97 2Q97 3Q97 4Q97 1Q98 2Q98 667 670 516 636 869 694 704 611 1,020 950 837 941 1,066 803 797 551 487 945 691 467 .658 440 911 460 1,132 851 136 127 35 (149) 76 (3) (237) 47 (580) (39) (377) 191 (215) American MElRO/STUDT Corporation Table 4.5 American METRO/STUDY Corporation Page 35 of 51 Prepared for Shadow Creek Ranch Development Co., L. P. TMA Quarterly Lot Delivery and Absorption 1200 t,000 800 600 400 200 0 I I 1 1 I I ! I 1 1 2Q95 3095 4095 1096 2Q96 3095 4096 1Q97 2097 3097 4097 1098 2098 —Lots Absorbed (Sorb) - • • Lob Delivered American METRO/STUDY Corporation Page 36 of 51 Prepared for: Shadow Creek Ranch Development Co., L P. Price Range Distribution of New Home Starts and VDL New home construction in the TMA is strongest in the $120,000 to $150,000 price band, which accounted for 28.6% of annual new home starts in the TMA ending 2Q98. The $90,000 to $120,000 price band accounts for a healthy 18.6% of TMA starts, and the $150,000 and $180,000 bracket also captured over 18% of TMA starts. Housing product in the Zone will average approximately $160,000, enhancing its potential for healthy lot absorption rates. Target Market Area Price Range Distribution of 2Q98 Annual Starts & Vacant Developed Lots Price Range Annual Percent Vacant Months of Starts Distribution Dev. Lots Supply $0-$70K $70K-$90K $90K-$120K $120K-$150K $150K-$180K $180K-$210K $210K-$300K Above $300K TOTAL 3,794 20 239 705 1086 698 426 472 148 0.5% 6.3% 18.6% 28.6% 18.4% 11.2% 12.4% 3.9% 91 548 723 1,122 836 481 654 315 100% 4,769 53.8 27.6 12.3 12.4 14.4 13.6 16.6 25.5 15.1 American METRO/STUDY Corporation Table 4.6 Percent Distribution of Annual Starts by Price Range Houston and Target Market Area 35% 30% 25% 20% 15% 10% - a 5% 0% j1 - 1 i I I I i $O-$70K $70K- $90K- $120K $150K $180K $210K Above $90K $120K $150K $180K $210K $300K $300K • Target Market Area 0Houston Metro American METRO/STUDY Corporation Page 37 of 51 Prepared fon Shadow Creek Ranch Development Co., L. P. For the overall Houston market, the $120,000 to $150,000 price band is strongest, accounting for 23% of single family starts. Likewise, the $120,000 to $150,000 price range is strongest in the TMA with 29% of starts compared to Houston's 23% in the same price range. Overall, the TMA has a much higher concentration of housing activity in the $120,000 to $210,000 price range than does Houston as a whole. The vacant developed lot supply is considered "tight" across most price bands. There is a 14.4 months supply of lots for all housing priced between $70,000 and $300,000 in the TMA, which is well below the overall equilibrium range of 24 to 30 months. There is opportunity for lot development in every price band within this range, the price range in which Houston area production builders concentrate their efforts. Only the very low (below $70,000) end of the market is above lot supply equilibrium range. 1,200 1,000 800 600 400 200 — TMA Vacant Developed Lot Inventory And Months of Supply by Price Range for Housing 60 1 $0-$70K $70K $90K $120K- $150K- $180K- $210K- Above $901< $120K $150K $180K $210K $300K $300K oVec. Elev. Lois • Months ofsuppy AmericanMtrRO/STUDP Corporation Page 38 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. TMA Demand by Lot Size The analysis of demand by lot size is consistent with the analysis by housing price range. The TMA is dominated by housing starts on lots ranging in width from 60' to 79', accounting for over 70% of TMA starts. The supply of lots in this size range is a low 15.3 months. The supply of lots that are 80' to 99' wide is higher at 28.2 months, but this is still at the bottom of the equilibrium range. In fact, the TMA has a very healthy distribution of lots by lot size, with only the largest lots (100' +) in an over -supplied condition. Target Market Area 2Q98 Annual Starts & Vacant Developed Lot Inventory Distributed by Lot Width Lot Vacant Annual Percent VDL Months Width Dev Lots Starts of Total of Supply Un-lcnown 0'-54' 551-59' 60'-64' 65'-69' 70'-79' 80'-89' 90'-99' 100' + 133 172 144 653 431 644 232 402 269 140 76 186 303 500 555 143 127 41 3.9% 9.6% 15.7% 25.9% 28.7% 7.4% 6.6% 2.1% 11.4 27.2 9.3 25.9 10.3 13.9 19.5 38.0 78.7 TOTAL 3,080 2,071 100% 17.8 AmericanMETRO/STUDY Corporation Table 4.7 35% 30% 25% 20% 15% 10% 5% 0% Percentage Distribution of Annual Starts by Lot Width Houston and Target Market Area (134' 55'5P 60+84' 65'a9' 701•79' 801489 90'S9' 1001a •TsryetMshetMn• •Housen Metro American METRO/STUDY Corporation Page 39 of 51 Prepared for: Shadow Creek Ranch Development Co., L P. Shadow Creek Ranch will offer home products on various lot sizes, from starter homes on small lots to move -up homes on larger lots. The TMA needs more lots, and the community (with lots sized mostly below 80') will be supplying lots that are in shortest supply. c 700 600 500 400 300 200 100 0 TMA Vacant Developed Lots and Months of Supply Distributed by Lot Width 90 • 80 70 60 50 O 40 N 20 10 0 Un- a-54 5559 60'-64 65-6g 70a9' 80'A9' e0a91 oa+ Imovn 0 Vac0ev Lots •Moons of Suppy American METRO/STUDY Corporation Page 40 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. TMA Subdivisions Ranked by Annual New Home Starts The table below shows the top 20 subdivisions in the TMA ranked by the total number of new homes started for the twelve months ending 2Q98. Target Market Area Subdivisions Ranked by 2Q98 Annual Starts Rank Subdivision Name Price 2Q98 Ann 2Q98 Am, Vac Dcv Months of Range Closings Starts Lots Supply 1 Sienna Plantation/Steep Bank Vg I 2 Teal Run/Maoor 3 Mommgside Place 4 Southdownfnse Meadows 5 Heritage Park Pointe 6 First Colony/Heritage Colony 7 Green Valley Estates 8 Dixie Woods 9 Silverlake/Sedgefield 10 Silverlake/Weatherford 11 StivetWce/Emerald Point 12 Lks ofBrightwtr/Lakeshorc Park 13 Bridlewood Estates 14 Colony Lakes 15 Quad Gran West 16 SilverlakeiHuntington Park 17 Greatwood Arbor 18 Claremont Park 19 Fist Colony/Plantation Creek 20 First Colony/Sweetwater Top 20 Total Balance of TMA TMA Total Top 20 Subs %of Entire TMA S133-S275 589-$115 579-5119 S114-5134 $112-5154 5125-S188 5754105 S121-5188 5109-5143 S1674267 S1014135 S168.5252 51714334 5113-5206 $1004128 S129-5166 S203.5280 S1124168 $118-S174 5190-5350 61 73 114 105 106 71 71 54 27 34 96 52 15 60 24 58 89 13 54 41 136 113 111 105 103 88 82 75 73 67 66 65 64 64 64 64 59 58 58 58 29 74 102 73 20 150 229 34 96 59 8 13 0 52 48 69 1 26 28 58 2.6 7.9 11.0 8.3 23 20.5 33.5 5.4 15.8 10.6 1.5 2.4 0.0 9.8 9.0 12.9 0.2 5.4 5.8 12.0 1,218 1,573 1,169 8.9 2,092 2,221 3,600 19.5 3,310 3,794 4,769 15.1 36.8% 41.5% 24.5% American METRO/STUDYCorporation Table 4.8 The top twelve subdivisions, covering a variety of home price ranges (but not exceeding $275,000), all started at least 65 homes in the past twelve months. No subdivision in the top twenty started fewer than 58 homes. Many of the top performing subdivisions are located in Silverlake, the TMA's dominant community. The subdivisions in the Silverlake community combined for 536 home starts, which would rank it number one in the TMA and number five in the overall Houston area. The top twenty subdivisions in the TMA, accounting for 41.5% of the area starts, has a vacant developed lot (VDL) supply of 8.9 months. This is well below the 15.1 months of supply for the entire TMA. American METRO/STUDY Corporation Page 41 of 51 Prepared for: Shadow Creek RanchDevelopmem Co., L. P. Planned Housing Projects, Future Lot Inventory A total of 6,431 undeveloped lots have received either preliminary or final approval in the TMA. It is worth noting that just ,because a plat is approved, it does not mean that these lots are actually under development. Delivery of lots will depend on the type of lot, the supply and demand for the lot type, and whether the lots are for brand new communities or "add-ons" to existing communities. The 6,431 future lots represent an additional 20.3 months supply of lots for the TMA, based on 2Q98 annual lot absorption rates. Future lots in Avalon (734), Oak Lake (678), Sienna Plantation (547), Lake Olympia (462), Bridlewood Estates (356), Heritage Park (345), Brittany Lakes (323), and Claremont Park (301) account for 58% of the known future lots in the TMA. However, considering the recent growth in northern Brazoria County and the availability of developable land, it is certain that the future lot count represents only a portion of the TMA's potential development. AmericanMEIRO/STUDY Corporation Page 42 of 51 Prepared for: Shadow Creek Ranch Development Co., L P. D. Site Location and Evaluation The TMA is a very active suburban housing market that has demonstrated strong consumer demand. The opening of the South Sam Houston Tollway, making East and West Houston more accessible for Pearland residents, is one of many factors leading to the TMA becoming one of the hottest growth areas in Houston. Furthermore, the impending build out of Clear Lake City and lack of suitable replacement property on the East Side of Interstate 45 has caused a shift in demand from Southeast Houston to South Houston. Metro/Study conducted a visual inspection of the Zone, and no adverse use of adjacent property was observed. No title search was made, however, and Metro/Study makes no claims as to the future use of adjacent land. Proposed Lot and House Sales - Based upon information provided by the developer, 100% of the single family lots covered in the creation of the Zone will be marketed to builders, with all of the lots intended to provide primary housing to the end user. Medical Facilities - In addition to numerous clinics and doctors' offices in the TMA, the Zone is only a 25 minute drive to Houston's famed Medical Center located just southwest of downtown. Residents of the Zone will also be supported by local medical facilities such as: Columbia Alvin Medical Center 301 Medic Lane Alvin, Texas Memorial Hospital Southwest 11800 Astoria Houston, Texas Churches - . Due to the strong family orientation in the TMA (prominence of single family housing), churches of ' many denominations are located conveniently to the subject site. Schools — Subdivisions in the Zone will all be served by the Alvin Independent School Zone (all levels), and schools that children residing in the Zone will attend are convenient to the subject sites. Also within an acceptable commute are the University of Houston (main campus) and Rice University. Shopping Facilities - A number of retail facilities are conveniently located within an acceptable commute of the site. This includes a American METRO/STUDY Corporation Page 43 of 51 Prepared for: Shadow CreekRanch Development Co., L. P. variety of shopping centers along FM 518 and Highway 35. The nearest regional mall is Almeda Mall near the comer of Interstate 45 and the South Sam Houston Tollway. Services — Electricity, natural gas, and phone service will all be provided to residents of the Zone. Houston Lighting and Power will provide the electricity, Entex the gas, and Southwestern Bell the phone service. American METRO/STUDY Corporation Page 44 of 51 Prepared for: Shadow Creek Ranch Development Co.,1, P. Apartment Market Analysis The Apartment Target Market Area (see map on next page) consists of operating Pearland and Friendswood area apartment complexes located south of the Sam Houston Tollway between FM 521 and Interstate 45. There are 5 non -operating complexes in this area that were neither considered nor included with the data presented in this report. Apartment Target Market Area Summary* No. of Projects 24 No. of Units 4,653 Average Price ($/month) $598 Average Size (sq.ft.) 835 Rental Rate ($/sf/mo) $0.717 * Data considers operating units only. Source: Apartment Data Services, Inc. Apartment Target Market Area Analysis by Classification gaLA Class 13 Class C Class D No. of Projects 7 15 1 0 No. of Units 998 3,385 153 - Average Price ($/month) $697 $561 $592 - Average Size (sq.ft.) 878 817 928 Rental Rate ($/sf/mo) $0.794 $0.686 $0.638 Source: Apartment Data Services, Inc. AmericanMEIRO/STUDY Corporation Page 45 of 51 Apartment Target Market Area 0 Apartment Projects Prepared for. Shadow Creek Ranch Development Co., L P. Apartment Target Market Area History of Occupancy and Rent Rental Rate Qtr/Yr Occupancy ($/sf/mo) 1Q90 2Q90 3Q90 4Q90 1Q91 2Q91 3Q91 4Q91 1Q92 2Q92 3Q92 4Q92 1Q93 2Q93 3Q93 4Q93 1Q94 2Q94 3Q94 4Q94 1Q95 2Q95 3Q95 4Q95 1Q96 2Q96 3Q96 4Q96 1Q97 2Q97 3Q97 4Q97 1Q98 2Q98 95.7% 96.2% 96.5% 95.0% 93.5% 95.8% 95.3% 96.3% 95.4% 95.0% 96.3% 90.9% 94.5% 94.9% 96.8% 95.5% 95.2% 93.1% 94.2% 95.0% 95.7% 95.8% 96.2% 96.4% 95.6% 95.3% 95.4% 95.5% 95.2% 95.3% 95.4% 95.7% 92.1% 93.3% $0.482 $0.501 $0.514 $0.526 $0.532 $0.544 $0.558 $0.568 $0.572 $0.575 $0.582 $0.579 $0.594 $0.594 $0.597 $0.601 $0.604 $0.613 $0.612 $0.615 $0.627 $0.624 $0.628 $0.630 $0.638 $0.636 $0.651 $0.661 $0.660 $0.665 $0.686 $0.689 $0.704 $0.717 Source: Apartment Data Service; Inc. AmericanMETRO/STUDY Corporation Page 47 of 51 Prepared for Shadow Creek Ranch Development Co., L. P. a W750 $0.700 $0.650 $0.600 $0.550 30.500 History of Rental Rates 50.450 WA00 a § i o o$$$ a R a Q American METRO/STUDY Corporation Page 48 of 51 Prepared for: Shadow Creek Ranch Development Co., L.P. Apartment Target Market Area History of Construction and Renovation # of Units # of Units Year Built Renovated <1973 852 1973 1974 1975 200 1976 298 1977 152 1978 130 1979 776 1980 76 1981 1982 544 1983 619 1984 286 1985 1986 33 260 1987 150 1988 399 1989 1990 1991 72 141 1992 152 1993 1994 72 1995 1996 45 1997 1998 196 153 Total* 4,653 953 • Totals do not include Z36 apartments snits currently under construction in Siiverlake Source: Apartment Data Services, Inc. AmericanMETRO/S7TJDY Corporation Page 49 of 51 Prepared for: Shadow Creek Ranch Development Co., L P. Assumptions & Limiting Conditions The following contingencies and limiting conditions are noted as fundamental assumptions that may affect the validity of the analysis and conclusions reached in this report: 1. All information contained in this report, while based upon information obtained from the client and other sources deemed to be reliable, is in no way warranted by American METRO/STUDY Corporation. 2. The City of Houston, State of Texas, and the nation as a whole will not suffer any major economic shock during the time period of the forecast contained in this report. 3. Population will continue to increase at or above the rate forecast. 4. The basic sources of statistical data and estimates used in this analysis are sufficiently accurate to be useful for planning purposes. 5. The development, when completed, will be designed, promoted, and managed in a manner that will have an adequate impact on the local market. 6. The recommendations set forth in this report will be acted upon within a reasonable period of time to preclude major changes in the conditions evaluated. Radical changes in factors affecting the major assumptions noted above could alter the conclusions reached in this analysis or necessitate the re-evaluation of portions of this report. American METRO/STUDY Corporation Page 50 of 51 Prepared for: Shadow Creek Ranch Development Co., L. P. American METRO/STUDY Corporation Participating Staff Michael H. Inselmann President David Jarvis Director, Marketing and Consulting ******** Ben Sage Market Analyst American METRO/STUDY Corporation One West Loop South Suite 890 Houston, Texas 77027 (713) 622-9909 American METRO/STTIDY Corporation Page 51 of 51 Appendix A-2 Update To Single Family Housing Market Demand Study Prepared by American Metro/Study Corporation June 21. 1999 AMERICAN METRO/STUDY CORPORATION toot West Loop South, Suite 890 • Houston Texas 77027 713/622-9909 • Fax: 713/622-4634 Shadow Creek Development Co., L. P. C/O Mr. Gary Cook Collins Brothers Corp. P.O. Box 42427 Las Vegas, NV 89116 Dear Mr. Cook: Below is an update to the Shadow Creek Ranch Market Study. Houston's Economic Outlook The demand for housing in any metropolitan region is essentially dependent on the health of the overall economy in the region. Houston is a good example of that fact. Housing is a secondary industry that will react to Houston's economic business cycles. In mid 1998 the local economic outlook was decidedly `bearish' as excess oil supply and a slowdown in worldwide economic activity resulted in a slump in oil prices. Houston, as a center of oil industry activity and technology began to fecl the effects of those factors. Oil prices declined from around S20 per barrel in late 1997 to around $12 per barrel at its low point. Nevertheless, Houston's trend toward a more diversified economic base has served it well in this business cycle. The continued robust national economy has helped Houston to sustain momentum in job formation in the face of the oil industry slowdown. The result is slower positive growth rather than negative growth in the local economy. Job growth has remained positive with roughly 40,000 new jobs added in the 12 months ending May 1999. While this number is expected to end calendar year 1999 with net job growth between 10,000 and 30,000, the fact is despite the oil industry woes, Houston has continued to expand, and is even suffering from a shortage of Iabor for many industries. In recent months, the outlook for Houston's economic health has improved on the strength of the improvement in world oil prices. Between the beginning of March and the end of May oil prices rose from $12.23 per barrel to nearly $19. Higher oil and gas prices offer a ray of hope to Houston oil producers and oil service companies, who have suffered through a serious slump for the past year. A recovering oil industry and continued expansion of the national economy imply that growth in local job formation may return to between 30,000 to 50,000 new jobs in the year 2000 and beyond, according to the U of H. Center for Public Policy and the Federal Reserve economists. • Houston Housing Trends In the meantime, Houston's housing industry continues to enjoy a robust level of activity not seen since the early 1980's. New home starts in 1998 were 22,687 and are expected to repeat that performance in 1999. Home builders are dealing with a large backlog of sold, unfinished homes that should carry them through the end of 1999. In our original study in September 1998 Metro/Study projected single family housing starts of 21,000 in ' 1999 and 19,000 in 2000. Based on current trends the 1999 actual starts will approximate 23,000 and will, therefore, most likely exceed the projection. Currently Metro/Study expects single family home starts for the years 2000-2001 to range between 20,000 and 23,000 given the improved outlook for the economy and the tight housing supply in the existing home market and the apparent cut back in the rate of apartments being built in 1999 and 2000. Because of the increased demand for housing in the face of short supply, home prices have appreciated more than they have in the past decade. Metro/Study data for new homes built in the past four years indicate that the median price of new homes built in greater Houston have increased 9% in the past year. The current median price is S150,587 compared to a median of $128,407 in 1996. In the past three years the median has risen an average of 5.8%. Metro/Study expects new homes to rise an average of 6% to 8% for the next three years as increased costs of construction and development combine with a tight supply of homes to drive up home prices. Shadow Creek Ranch The developer of Shadow Creek Ranch has modified the original land plan to replace the golf course amenity with extensive lakes and open space. Lake frontage and golf course frontage homes historically secure price premiums of 20% or more over homes located on non-amenitized lots. It appears that Shadow Creek Ranch will have a relatively large percentage of lots located on the amenities. I have forwarded a copy of this update to Sue Darcy as well. Feel free to call if you have - any questions. Sincerely, David Jarvis cc: Mike Inselmann Sue Darcy METRO/STUDY Appendix A-3 Commercial Development Study Prepared by Realty Advisory Group, Inc. Realty Advisory Group, Inc. Houston Austin SHADOW CREEK RANCH Prepared for Gary Cook Charles M. Lusk, III, CRE, CCIM Fred L. Fargo 1001 West Loop South, Suite 690 Houston, Texas 77027 713/621.6556 FAX 713/621-6132 TABLE of CONTENTS Executive Summary Economic and Demographic Overview Section I Public Policy Issues Office/Research & Development Section II Market Overview Shadow Creek Ranch Office/Research & Development Submarket Shadow Creek Ranch Submarket - Prognosis for the Future Retail Market Overview Shadow Creek Ranch Retail Submarket Shadow Creek Ranch Submarket - Prognosis for the Future Industrial Market Overview The South Houston Industrial Submarket Shadow Creek Ranch Submarket - Prognosis for the Future Apartments Market Overview The South Houston Multi -Family Submarket Shadow Creek Ranch Submarket— Prognosis for the Future Section III Section IV Section V Conclusion Section VI Appendix Attachment 1.1: Attachment 1.2: Attachment 1.3: Section VII Shadow Creek Ranch Demographic & Economic Statistics Shadow Creek Ranch Area Maps Shadow Creek Ranch Commercial Land Proforma SHADOW CREEK RANCH EXECUTIVE SUMMARY Realty Advisory Group, Inc. has completed a review of Shadow Creek Ranch's commercial real estate opportunities and our assessment of future market conditions. The scope of this study included the following: • A general overview of economic and public policy issues which may affect commercial development in the Houston Metropolitan area and Shadow Creek Ranch. • A market assessment for the commercial improved properties in the market including absorption, lease rates, competitive advantages/ disadvantages, and opportunities, for new construction. Property types covered include office, research & development, retail, medical, schools, churches and industrial. For purposes of this analysis, we have used the State Highway 90A corridor as the west boundary, State Highway 6 as the southern boundary, the I45 South Freeway as the east boundary and the 610 Loop as the northern boundary to define the Target Market Area. State Highway 288 was completed in 1986, just as Houston entered a dramatic economic downturn that created over 240,000 job losses .and a significantly overbuilt real estate market. The recovery of those lost jobs occurred during the latter part of the 1980's and with the exception of a slight recession in 1990 and 1991, employment has continued to expand at an average of 50,000 jobs per year each year since 1992. This has resulted in the highest employment numbers in Houston's history and more importantly, dilution of the energy related employment from a high of approximately 82% to 56% today. The base employment is now centered on applied technology in the region's three key industries: energy, aerospace, and medicine. SHADOW CREEK RANCH It is important to note that with the completion of State Highway 288, access to The Texas Medical Center, (TMC) the largest facility of its kind in the world, is only a fifteen minute commute north. Five minutes further north is the Central Business District (CBD). More recently, the opening of the Sam Houston Tollway, less than one mile north of Shadow Creek Ranch, provides excellent access to NASA and the Ship Channel industries to the east and the Sugarland-north Fort Bend County area to the west. This provides excellent access to significant employment opportunities in each of these respective markets. Historically, the residential and commercial development was restricted to areas north of the Shadow Creek Ranch Submarket. With the opening of SH288 and the Sam Houston Tollway, this area has experienced significant growth. Historically, Harris County has been the dominant market with 74 percent of the region's population growth. Fort Bend County accounts for 7 percent and Brazoria 5 percent while Galveston and Montgomery Counties account for 6 percent each. It is reasonable to assume that with the more direct access available to the Shadow Creek Ranch Submarket via SH288 and the Sam Houston Tollway, a significant increase in market share will occur over time. In conclusion, Shadow Creek Ranch Submarket offers its residential and commercial property developers a variety of strong benefits, including: close proximity to the highest concentration of employment in Houston including the Texas Medical Center, CBD, the Galleria, and with the completion of the South Belt, excellent access to NASA, the industries along the Houston Ship Channel, and Fort Bend County. Close proximity to an upscale and skilled residential population base and fine recreational amenities contribute to this submarket's current success in attracting residential buyers, as can be evidenced by SilverLake, the number two absorption rate master planned community in the overall Houston market which is immediately south and east of Shadow Creek Ranch. SHADOW CREEK RANCH Section I Economic and Demographic Overview The economic performance of Houston has historically been perceived to move in a countercyclical fashion to the U.S. economy; this held true during the 1970s and much of the 1980s. However, since 1986, changes in Houston's economy and the energy industry have altered this tendency. Barring any international crises, Houston is now expected to move in the same direction as the U.S. economy. A key to Houston's economy of the past 10 years has been the expansion of services - including engineering, legal, financial, computer (software systems management), research and consulting - exported to other U.S. cities and foreign countries. Services employment now represents 29.3% of Houston's economy, as compared to 26.4% for Texas and 28.2% for the United States. Further, while manufacturing jobs were declining nationally, Houston's manufacturing base was expanding. Houston's demographics indicate the continuation of a trend of steady, sustainable growth. The table below provides historical data and predictions for several demographic and economic indicators. Population 1985 3,140,400 .4% 1990 3,322,000 2.5% 1995 3,545,500 2.1% Proj. 2000 3,993,500 2.5% Per Capita Income $15,867 $19,745 $24,290 $31,092 4.4% 8.5% 5.4% 6.1% Retail Sales (000s) 625,369,288 $30,199,309 $39,426,978 $55,214,997 (1.7%) 9.9% 8.1% 7.3% Total Employment 1,484,200 1,611,200 1,766,400 2,017,400 .2% 6.0% 3.3% 2.9% NOTE: Percentages reflect an annual percentage change Public Policy Issues Six public policy issues, considerable influence development and investment in particular, will exert on future real estate in this region: SHADOW CREEK RANCH Redevelopment in the Inner City and CBD. Construction is underway on a new baseball stadium for the Houston Astros in Houston's CBD, the intent of which is to stimulate development in an underdeveloped area. Houston has completed 71 "neighborhoods to standard," investing $123 million in neighborhood improvements since 1992. Over $1 billion in public and private improvements were completed, underway, or planned for Houston's downtown, including the stadium, an arena for the NBA Rockets, a convention center hotel, and public office renovations, as well as attractions such as Cordish's "Bayou Place," waterfront improvements, and redevelopment of The Music Hall. Significant residential development has occurred in the CBD and Mid Town Area immediately south of the CBD, the first infusion of capital for residential projects in the CBD in approximately 70 years. Suburban Incentives. Suburban counties such as Fort Bend and Montgomery were successful in offering tax abatements and other incentives to entice Harris County businesses to relocate, accelerating the decentralization of jobs from the urban core. An example of this is the significant employment that has been created in north Fort Bend County to the west of Shadow Creek Ranch within a twenty minute commute. Infrastructure Improvements. Houston initiated aggressive programs to upgrade and expand water and wastewater systems (providing adequate capacity for at least 30 to 50 years of growth). ' After spending $1 billion annually for ten years on highway improvements, competition for state and federal funds reduced construction funding. The state's plan for Houston calls for $1.4 billion in construction over the next four years. The SH288 and Sam Houston Tollway are prime examples of the impact of these fundings. Clean Air Regulations. Houston gained a reprieve from regulatory requirements (such as employer trip reduction (ETR) program and centralized vehicle inspection and maintenance). The community was still classified as a severe nonattainment area for ozone, and enforced compliance may affect the community after 1999. The city of Houston was working on a strategy with the EPA and state agencies to embrace a holistic air quality plan. SHADOW CREEK RANCH Land Use Controls. Some elements within the community continued to pursue localized land use controls, even after the defeat of citywide zoning and approval of the requirement for zoning referenda in the future. This has been accomplished principally through the creation of tax increment finance districts principally located in the core of the City. Annexation. Houston recently stepped up its aggressive annexation program after almost 15 years of relative inaction. The annexation of the master - planned community of Kingwood and some other areas was accomplished in 1997, adding almost 50,000 to the city's population. Houston's legal right to annex within its extraterritorial jurisdiction (ETJ) area means local area objections cannot stop the annexation. The controversial annexation of Kingwood by the City of Houston however, has led to a sustained assault of the City of Houston's annexation powers. The Texas legislature is currently reviewing a number of bills, which will either curtail or better define Houston's future annexation powers. Shadow Creek Ranch Shadow Creek Ranch, a 3300-acre master -planned community, is located in northern Brazoria County in the south sector of the Houston ,Metropolitan Area. Brazoria County historically represents 5% percent of the population growth in the Houston Metropolitan area. Further economic and demographic statistics pertaining to Shadow Creek Ranch are provided in the Appendix. In addition, maps of the Shadow Creek Ranch area are also provided. SHADOW CREEK RANCH Section II Office/Research & Development Market Overview The Houston metropolitan office market of the early 1990s was best characterized by oversupply of general purpose office space in most primary submarkets (including the Central Business District), leading to depressed rental rates, high vacancies, and minimal new development. However, current conditions indicate that the Houston real estate market is now in a strong recovery. General office occupancy in the Houston Metropolitan area is now 95% for Class A space and 90% for Class B space, a 4.5% increase from one year ago, with the highest occupancy rate in 17 years. Over more than a decade, a large amount of available sublease space and companies opting to build their own facilities (as opposed to paying rent) have significantly driven the slow pace of increases in occupancy rates. Over the past two years, the amount of sublease space available has decreased considerably, as have large blocks of contiguous space. In addition, companies continue to consider Houston as an attractive option for relocation. All of these factors have contributed to the improvement of occupancy and lease rates. The Houston overall lease rate for -prime Class A space is now at $21.00psf and Class B space at $16.00psf. Given no economic downslide or unknown crisis, lease rates should continue to improve over the next few years. While overall lease rates still remain lower in Houston than other major metropolitan cities, there are certain submarkets that offer more attractive rates. For instance, Class A rates for prime properties in the CBD submarket are currently in the $21.00psf range, $16.50psf for the better properties in the Clear Lake City area, and $20.00psf for similar properties in the Medical Center area. Since 1990, there have been only 23 office properties built in the Houston area - 16 of which were owner - occupied or single tenant buildings. In 1994, the completion of Eight Greenspoint Plaza (North Belt), the Stone & Webster Engineering Building (Westchase), Parkwood II (The Woodlands), and an expansion of SHADOW CREEK RANCH Schlumberger's complex (Fort Bend County) added an additional 768,000 square feet to the office inventory. The only office building constructed in 1995 was the 47,600 square foot Western Hemisphere Operations Headquarters (Northwest Freeway). In 1996 the Tenneco Business Services 71,000 square foot building in The Woodlands represented the only new office construction in the Houston metropolitan area. Over the past twelve months, Houston has experienced new office construction of approximately 4.8 million square feet, 2.2 million in the Energy Corridor on Interstate 10 west and 1.1 million in the Westchase market, approximately 50% of which is preleased. This new development in the Houston area is confined primarily to two areas: • Owner occupied/single-tenant buildings • 200,000 square foot and smaller speculative office buildings in highly select submarkets (95% plus current occupancy and the ability to demand the $21.00-$25.00psf lease rates required to support new development) primarily in the oil corridor. Shadow Creek Ranch Office/Research & Development Submarket The Shadow Creek Ranch submarket is approximately 7 miles from the Houston CBD and 5 miles from the Texas Medical Center, its most directly' competitive office submarket. Close proximity of Shadow Creek Ranch submarket to the Houston CBD, the Medical Center, NASA, and other main population and business activity centers provides the potential of tenants which could realistically be expected to relocate from existing Houston locations to Shadow Creek Ranch. Over time, as the Houston metropolis expands further south, this potential will be realized. It is important to note that in the office category of space in the Gulf Freeway Submarket, 55 percent were owner -occupied facilities while 20 percent of The Texas Medical Center Submarket office facilities are owner -occupied. It should also be noted that there is no Class "A" office space available in The Texas Medical Center Submarket. The best opportunities for Shadow Creek Ranch commercial development appear to be build -to -suit Office/Research & Development SHADOW CREEK RANCH specifically targeted to pharmaceutical and medical science and technology companies capitalizing on the synergies of The Texas Medical Center, NASA and the petrochemical industries of Lake Jackson/Freeport, approximately 50 miles south of Shadow Creek Ranch. Shadow Creek Ranch Submarket - Prognosis for the Future When it comes to the Houston office market, predicting future absorption or lease rates is "fret with peril." Historical trend analysis is of limited use due to the general weakness of the Houston office market over a number of years. And although all indications are that the office market is in the midst of a strong recovery, an economic downturn or an unexpected event could precipitate a "stall out." The Shadow Creek Ranch submarket is experiencing strong occupancy and a good deal of positive momentum with a recent announcement of the development of medical/ professional buildings in the Medical Center. SHADOW CREEK RANCH r Section III Retail Market Overview The Houston metropolitan retail market has experienced steady improvement in the 1990s, averaging 5.7% annual growth in retail sales and 2.8 million square feet of new construction annually. Houston retail health since 1990 has been driven by expansion of total population (2% annually), employment (2% annually), and median household income (3% annually). The current occupancy rate for regional -shopping centers is 87% and for smaller shopping centers, 83%. NNN Lease rates have been somewhat flat since 1994, averaging $32.00 for regional centers and, for community shopping centers, $16.50psf. Much of the recent growth in regional shopping centers has been driven by category killers, large discounters, mega -theaters, and grocery -anchored centers. The opening of The Woodlands Mall in 1994 and First Colony Mall in 1996 continues the trend towards the formation of retail activity areas centered around the large master planned communities along the perimeters of the Houston market area. The majority (75%) of Houston's 121 million square feet of retail space is in community and neighborhood centers. Nearly 15 million square feet of such space (12%) is currently available. Whether one of these centers contains a grocery store or other major anchor has served as a good indicator of its health and future prospects. Anchored shopping centers enjoy 90% occupancy and $16.50psf average lease rates, compared with unanchored shopping centers, with 85% occupancy and $12.00psf average lease rates. The fundamentals for significant near -term improvement in the retail market are absent. Structural changes will continue to shift the focus from mall -based retailing to a combination of malls plus power centers or value retailing. The negative effect of the growing number of discount and category killer retailers on the market will continue to build. This "over -stored" condition has and will continue to slow lease rate increases. The weakest product and location for all categories will be hit as retail dollars are spread thin. SHADOW CREEK RANCH In the face of firm competition, additional centers were built in 1997 (3.1 million square feet) and 1998 (2.8 million square feet). Most were driven by national retailers adding stores to increase market penetration. However, pocket opportunities should continue to exist for community and neighborhood centers to be developed in areas of expected outsized and/or upscale population growth. Shadow Creek Ranch Retail Submarket Regional Shopping Centers that serve the South Houston retail market would include First Colony Mall in Sugarland to the west and Saybrook and Almeda Malls on I45 South to the east of Shadow Creek Ranch. With the accelerating growth in the SH288 corridor, it is reasonable to assume a regional shopping center development in this submarket. It is most likely that the intersection of FM518 and SH288 will be the location for this development and more specifically, the northwest corner or conceivably, the southeast corner at the entrance to SilverLake. Included below is a profile of these regional centers. Regional. Shopping Center First Colon Mall Almeda Mall Ba brook Mall Year Built 1996 1968 1978 Location SH59 @ Hw .6 12200 145 South 19000 I45 South NRA Square Feet 1,000,000 ' 807,046 1,094.000 Grocery -anchored shopping centers are existent to the east in Pearland and include: Retail Center Su.er Kmart Pearland Plaza Albertsons Randall's Year Built 1995 1998 Planned Location N. Main @ SH35 3205 E. Broadway FM518 @ Manvel Square Feet Anchor Tenants 202,000 Suer Kmart 140,000 Kroger, Walgreens 6 Palais Ro al Albertsons Randall's There are two grocery -anchored shopping centers north of the Sam Houston Tollway, one, Southgate Shopping Center, west of SH288 and the other, Cullen Plaza, east of SH288. SHADOW CREEK RANCH Retail Center South.ate SC Cullen Plaza Year Built Location Square Feet Anchor Tenants 1964 1968 4451 Fu.ua 9400 Cullen 117,079 PriceLo Foods, Weiners 82,931 Rice Food Market, wal.reens, Weiners Shadow Creek Ranch Submarket - Prognosis for the Future The accelerated housing demand that is evident in this submarket would support a grocery -anchored retail shopping center in the near term. This grocery anchored center will serve a market that includes Ridgemont and Green Valley Estates Subdivisions to the west of SH288 on FM 2234, Country Place and Southdown Subdivisions, directly east of Shadow Creek Ranch and SilverLake, at the southeast quadrant of SH288 and FM518. Subdivision Ridgemont occupied Homes 1,221 Total Potential Homes -0- Green Valley Estates 295 642 Country Place 780 1,540 Southdown 1,060 2,000 SilverLake 1,546 3,160 TOTAL 4,902 7,342 A grocery anchored shopping center development more central to the above -described residential communities will most probably occur within the next twelve months. SilverLake, with its frontage on FM518, the major thoroughfare serving the Pearland populous, is the most probable location for this development. Once in place, it will most likely satisfy the need for grocery anchored shopping centers until additional occupied homes are in place. Specialty and entertainment -oriented shopping centers have been flooding the market in other parts of the country. Houston has lagged behind this trend, but is expected to catch-up over the next few years. Shadow Creek Ranch should conceptually include such a specialty retail center to be constructed west of intersection of Shadow Creek Ranch Road at SH 288, reserving the corner for major retail. Capitalizing on the water -oriented development envisioned for Shadow Creek Ranch would provide the venue for such a specialty shopping center development. If Shadow Creek Ranch is able to generate sufficient "pre- SHADOW CREEK RANCH leasing" interest, such a center will likely be justifiable within five to ten years. In general, power center development in the Houston area is expected to slow down. Most of the large tenants of such centers have completed their Houston expansion plans and very few new players are expected to enter the market.- Sluggish sales performances have also hurt the category killers' ability to acquire financial backing for continued expansion. This said, the development of future such centers in the Shadow Creek Ranch submarket must be driven by local population growth and demographic trends, not by speculation. With the growth experienced in the 288 submarket, significant retail development should occur within the next five to ten years. 1 SHADOW CREEK RANCH Section IV Industrial Market Overview Strong economic fundamentals for energy, energy - related, and electronic companies are the key factors behind Houston's improved industrial market. Notwithstanding the contractions in the energy sector, 1998 was a year of continued job growth, with 56,400 net jobs gained. In addition, the area's growing number of business relocations, driven in part by energy company mergers and consolidations, has equated to substantial industrial build -to -suit activity. Strong demand for warehouse/distribution product has also increased interest in speculative construction. Approximately 7,139,000 square feet of new industrial space was completed in 1998. The recent strength of the industrial real estate market is demonstrated by an average of 7.8 million square feet of absorption annually since 1994. Occupancy levels, lease rates, and new construction activity all have gone up in tandem. The Houston Metropolitan area has a total industrial inventory of 262 million square.feet. The composition of the space is 65% warehouse/distribution, 23% manufacturing, and 12% service center. The highest concentration (nearly 49%) of-' industrial space activity is in the northwest and southwest sectors of Houston. The Northwest sector outperformed the overall industrial market, accounting for 25% of supply, with a 5.5% vacancy factor. The Northwest market is driven in large part by Compaq Computer Corporation. The southwest sector is driven by Fort Bend County's favorable tax situation, including the freeport exemption. In 1998 rents for quality dock -high distribution properties reached levels that encouraged additional construction. This new space came both in the form of build -to -suit construction and speculative development. The outlying regions of Houston commanded the highest industrial gross lease rates, particularly the northwest and southwest, typically from $3.12-$4.44psf. SHADOW CREEK RANCH Planned business and industrial parks where land use is controlled and deed restricted are the preferred locations for new construction. The same market drivers in place in 1998 should continue to generate improvement. Demand will come from a healthy combination of local businesses, regional and national U.S. companies, and international businesses expanding into the. United States. Houston's affordability has increased the region's attractiveness to companies. Pent-up demand and the need for different physical characteristics in facilities will create additional demand for new space. Limited existing product in the most -favored locations should result in additional construction activity. The South Houston Industrial Submarket The South Houston industrial market is bounded (approximately) by the Sam Houston Tollway to the south, SH90A to the West, and I45 South to the East. Within this market are approximately 28 million square feet with occupancy of 89% and gross industrial lease rates that average $2.50psf. The South Houston Industrial Submarket, of significant industrial expansion. comprised of older, decayed industrial the area bounded by Almeda Road (FM521 the South 610 Loop to the north, iand east, primarily along rail. is not an area Rather, it is development in to the west, Mykawa to the This area, referred to as the Far South industrial submarket is, like other areas of outdated industrial buildings, suffering a higher vacancy rate, 12.9%, than areas of new product. Most new product was build -to -suit projects for local firms that are expanding or consolidating and are typically concrete tilt -up construction with dock -high space, 10 percent finished as offices and 22 to 24-foot ceilings. Many new projects are incorporating 30-foot ceilings to accommodate computerized stocking systems. The near -south and far -south submarkets of industrial development represent just 12 percent of the overall market. Combined with an above -average vacancy rate and warehouse lease rates averaging approximately $2.50psf, the prospects for industrial development, SHADOW CREEK RANCH per se, for Shadow Creek Ranch are not this time. Shadow Creek Ranch Submarket for the Future advantageous at - Prognosis The Shadow Creek Ranch Submarket, a submarket more influenced by its proximity to residential development, is not presently an area of industrial growth. The historical impediment to residential and commercial development in this submarket has been the blighted area of industrial development described above. The opening of SH288 bridged this gap providing a clean window of opportunity for expansion, again, with very close proximity to employment. Therefore, ,notwithstanding the conclusion achieved above regarding industrial development prospects for Shadow Creek Ranch, the opening of the South Sam Houston Tollway combined with the SH288 corridor, provides a new development opportunity for business expansion with excellent access to NASA, The Houston Ship Channel, north Fort Bend County, The Texas Medical Center, and the CBD. It is therefore our conclusion that a concerted effort to attract employment in the medical services/research and pharmaceutical business may provide a significant opportunity for Shadow Creek Ranch. This employment will include some demand for industrial facilities as contemplated by the Shadow Creek Ranch Land Plan. It is presumed that these facilitieswill be rail -served by spur access from the Missouri Pacific Railroad Line on the west line of SH521. SHADOW CREEK RANCH Section V Apartments Market Overview The housing market, both single-family and multi- family, has experienced significant increased absorption over the past several years. The multi- family construction was significantly up in 1998, 14,000 new units versus 5,000 new units delivered in 1997. The new construction was concentrated along a line south of Interstate 10 west from the CBD to the Energy Corridor in far west Harris County. Additional areas of concentrated development include new apartment communities developed in the mature Master Planned Communities of First Colony, Kingwood, The Woodlands, Clear Lake City, and the far northwest FM 1960 (Compaq) area. Houston's apartment market consists of 405,000 units in 2,300 active projects with overall occupancy in excess of 91 percent and an average rental rate of $0.62 per square foot ($509 per month) . A number of submarkets achieved an average rent of $0.70psf or greater and higher than average occupancy: the Galleria ($0.76 @ 94 percent); Greenway ($0.84psf at 95 percent); the Texas Medical,Center ($0.75psf @ 95 percent); The Woodlands ($0.72psf @ 95 percent); Clear Lake City ($0.71psf @ 95 percent)' and Westchase ($0.70psf @ 97 percent). Class "A" rents now average $0.83psf and drop significantly to the Class "B" rent average of $0.61psf. Class "A" occupancies have declined over the past two years signaling a potential overbuilding condition, particularly inside the Loop 610 submarket. The inner city activity of the past three years should abate to some degree and new construction should be confined to niche markets that demonstrate demand for new product. The South Houston Multi -Family Submarket The South Houston Multi -Family Submarket is a market influenced by The Texas Medical Center as the primary economic generator. As a submarket, the fundamentals are strong with 14,233 units in 82 properties with SHADOW CREEK RANCH rents averaging $0.81psf @ 94 percent occupancy. The tenant profile is strongly influenced by The Medical Center employment including students, nurses, medical and lab technicians and service personnel. Not surprisingly, the buyer profile in SilverLake is heavily influenced by the same employment profile. The Shadow Creek Ranch Multi -Family Submarket includes a number of properties, 24 according to The American Metro Study, in the Pearland and Friendswood communities. There is a total of 4,653 units in these projects with average rents of $0.72psf and occupancy in excess of 93 percent. Current new apartment construction in the Shadow Creek Ranch Submarket includes a 236-unit development by Martin Fein Interests on FM518 in SilverLake and a 200-unit development on Bay Area Boulevard south of FM528. Shadow Creek Ranch Submarket - Prognosis for the Future The Shadow Creek Ranch development will support multi- family development over the term however, the absorption of multi -family in Shadow Creek Ranch will be dramatically impacted by the rate of commercial property development. Should significant retail development occur early in the development stages of Shadow Creek Ranch, the multi=family component will quickly follow. If however, employment opportunities are realized in the Shadow Creek•Ranch Development, i.e., medical facilities, medical science and technology and/or other office/office service center tenancy, Shadow Creek Ranch residential demand, both single family and multi -family will be dramatically impacted. SHADOW CREEK RANCH Section VI Conclusion Generally, the overall Houston real estate market is very healthy with tight supplies of inventory in almost every category of real estate. While Houston has greatly diversified its economy since the 1980's, with over 80 percent of the economy concentrated in the energy sector, it is still over 50 percent today. This extends Houston's vulnerability to the current low oil prices and if sustained, the low oil prices will negatively impact the Houston economy. While oil exploration and production costs have fallen due to new technology and overall efficiencies, Houston remains a world energy center, capitalizing on technical and engineering expertise. Shadow Creek Ranch represents the first true test of a new corridor, SH288, being developed since the Northwest Freeway, SH290, was opened in the seventies. No other area provides the access to employment centers that this submarket enjoys, especially with the opening of the South Sam Houston Tollway. Much of the land along these two new thoroughfares is land not served by utilities. There is a tremendous opportunity to attract significant commercial land development to this newly opened submarket by presenting an attractive, deed restricted, mixed -use development. Shadow Creek Ranch i$ ideally located to capitalize on this opportunity. The more mature developments of SilverLake, Country Place, Southdown, and Green Valley Estates provide immediate retail sales opportunity. Our projections of commercial land absorption are based on the initiation of major infrastructure by third quarter, 1999 with delivery of the developed pad sites by mid -year 2000, in the FM2234/Kriby Dr. Extension area. Concurrent with this development process, a refined marketing approach should be undertaken to attempt to capitalize on the following opportunities: SHADOW CREEK RANCH a. Major medical - a regional medical facility is an immediate opportunity for this submarket and therefore, Shadow Creek Ranch; b. Retail - a grocery -anchored shopping center will be developed in the foreseeable future, either in SilverLake or Shadow Creek Ranch. SilverLake, by virtue of its current development status has the advantage; a factory outlet or power center development is a high probability for an immediate use on the 40-acre corner of SH288 and FM2234. c. Office/Research and Development - a marketing effort specifically targeted at medical research and development, pharmaceuticals, and other life science companies, again, combining the synergies of The Medical Center, NASA, and the petrochemical. complex of Lake Jackson/ Freeport, for facilities to be built in a quality office park environment within the Shadow Creek Ranch commercial frontage. It should be noted that significant risk is created for the long term single—family development contemplated in Shadow Creek Ranch by emplacing infrastructure at the front door to the community and building it out from the east (SH288) to the west (FM521). Historically, new communities have been developed from the back coming forward to the major thoroughfare, presenting prospective buyers with a constant view of new construction and avoiding the difficulty of marketing past potentially dated product. That said, Shadow Creek Ranch possesses a unique opportunity to capitalize on potential employment opportunities in many different arenas with immediate potential. Obviously, if executed well, this could positively affect the residential absorption in Shadow Creek Ranch materially. We believe this new window of opportunity in the SH288/South Sam Houston Tollway will soon be home to commercial property uses that SHADOW CREEK RANCH include major medical, regional retail, automobile dealerships, multiplex theatre development, office and office service facilities, as well as numerous other institutional types of land uses. All of this, if well executed, will have a very positive affect on residential development, of all densities, within Shadow Creek Ranch. SHADOW CREEK RANCH Section VII Appendices Attachment 1.1: Attachment 1.2: Attachment 1.3: Shadow Creek Ranch Demographic & Economic Status Shadow Creek Ranch Area Maps Shadow Creek Ranch Commercial Land Proforma Attachment 1.1 Shadow Creek Ranch Demographic & Economic Statistics :ECUTIVE SUMMARY arland, TX: FM 518 and Hwy 35 10 Mile Ring NDS/UDS Data Services 03/31/1999 POPULATION * population growth will be very high during the 1990's • population growth during the 1980's was average compared to the nation as a whole * population density is very low • this area has a slightly younger population than the nation as a whole HOUSEHOLDS • household size is slightly above average INCOME • average income is well above the national average * a high share of households earn over $50,000 per year EMPLOYMENT * unemployment rates are at average levels female labor force participation rates are high * mining is important in the local economy HOUSING * a majority of housing units are owner occupied NOTE: This report is intended as a brief snapshot of the selected area. Only those key characteristics which are considerably different from national average values are reported. There may be other unique features of this area that are not reported. Use this report only In conjunction with a thorough review of the actual report figures. urce: 1990 Census of Population, 1998 VNU PMG Estimates )SNDS Data Services 16376 Mira Sorrento Place Suite 400 / San Diego, CA 921211(800) 866-6510 (EXS) 522667 ECUTIVE SUMMARY NDS/UDS Data Services 3rland, TX: FM 518 and Hwy 35 03/31/1999 0 Mile Ring POPULATION * population growth will be strong during the 1990's • population growth during the 1980's was average compared to the nation as a whole • population density is very low • this area has a slightly younger population than the nation as a whole HOUSEHOLDS * household size is slightly above average INCOME • average income is well above the national average • a high share of households eam over $50,000 per year EMPLOYMENT • unemployment rates are at average levels • female labor force participation rates are high • mining is important in the local economy * white collar occupations dominate HOUSING • a majority of housing units are owner occupied NOTE: This report is intended as a brief snapshot of the selected area. Only those key characteristics which are considerably different from national average values are reported. There may be other unique features of this area that are not reported. Use this report only in conjunction with a thorough review of the actual report figures. ,urce: 1990 Census of Population, 1998 VNU PMG Estimates (EXS) DSIUDS Data Services / 6376 Mira Sorrento Place Suite 400 / San Diego, CA 92121 / (800) 866.6610 522667 Population+Graphics (National Base) Pearland, TX: FM 518 and Hwy 35 3 Mile Ring NDS/UDS Data Services 03/31/99 3 Mile Ring ) United States 054 90414 75.79 7044 O 49 O 4 55-50 50S4 4S-40 40.44 35.39 30.34 2549 20-24 15-10 10.14 5-0 0-4 90 80 70 60 50 40 30 20 10 0 1 Population Households Families Median Age 31,803 11,216 8,985 35.1 269,412,836 100,657,535 69,661,028 35.4 Population by Age and Sex (1998) r- 111111111111111M011111911=911•111011111111...." r 20 15 10 Male (%) Race/Hispanic Origin, 1998 (%) 5 18 16 14 12 8 10 4 2 0 O 5 10 Female (%) 35 30 25 20 15 10 5 0 15 20 Educational Attainment, 1998 (%) Occupation, 1998 (%) Source: 1990 Census; April 1, 1996 VNU PMG Estimates NDSIUDS Data Services 15375 Mira Sorrento Place Suite 400 (San Diego, CA 92121 / (1330) 9664510 522667 (CPNX) opulation+Graphics (National Base) earland, TX: FM 518 and Hwy 35 Mile Ring NDS/UDS Data Services 03/31/99 Mile Ring tiled States 55. 5044 75-79 7044 55419 6044 55.59 5044 45-49 4044 35.29 3>24 25529 2024 1549 10.14 59 0.4 80 70 60 50 40 30 20 10 0 ji Population Households Families Median Age 92,160 31,964 25,055 34.0 269,412,836 100,657,535 69,661,028 35.4 r r Population by Age and Sex (1998) 20 15 10 Male (%) Race/Hispanic Origin, 1998 (%) 5 18 16 14 12 10 8 6 2 0 e 0 30 25 20 15 10 5 0 5 10 15 20 Female (%) Educational Attainment, 1998 (%) Occupation, 1998 (%) 4h u c, 3: m c c o s 40 a a r LL Source: 1990 Census; April 1, 1998 VNU PMG Estimates NDSIUDS Data Services 16376 Mira Sorrento Place Suite 4001 San Diego, CA 92121 / (800) 866-6610 522667 (CPNX) INCOME: 1990-1998-2003 Pearland, TX: FM 518 and Hwy 35 3 Mile Ring 1990 Census NDS/UDS Data Services 03/31/99 1998 Estimate 2003 Projection POPULATION 22,511 31,803 36,144 In Group Quarters 131 159 159 PER CAPITA INCOME $15,566 $20,642 $24,698 Aggregate Income ($Mil) 350.4 656.5 892.7 HOUSEHOLDS By Income Less than $ 5,000 $ 5,000 - $ 9,999 $ 10,000 - $ 14,999 $ 15,000 - $ 19,999 $ 20,000 - $ 24,999 $ 25,000 - $ 29,999 $ 30,000 - $ 34,999 $ 35,000 - $ 39,999 $ 40,000 - $ 49,999 $ 50,000 - $ 59,999 $ 60,000 - $ 74,999 $ 75,000 - $ 99,999 $100,000 - $ 124,999 $125,000 - $ 149,000 $150,000 + 7,717 % 283 3.7% 335 4.3% 330 4.3% 573 7.4% 616 8.0% 529 6.9% 593 7.7% 497 6.4% 1,132 14.7% 992 12.9% 882 11.4% 592 7.7% 184 2.4% 72 0.9% 104 1.3% Median Household Income $40,672 Average Household Income $45,688 FAMILIES By Family Household Income Less than $ 5,000 $ 5,000 - $ 9,999 $ 10,000 - $ 14,999 $ 15,000 - $ 19,999 $ 20,000 - $ 24,999 $ 25,000 - $ 29,999 $ 30,000 - $ 34,999 $ 35,000 - $ 39,999 $ 40,000 - $ 49,999 $ 50,000 - $ 59,999 $ 60,000 - $ 74,999 $ 75,000 - $ 99,999 $100,000 - $ 124,999 $125,000 - $ 149,000 $150,000 + 6,287 % 151 2.4% 129 2.1% 261 4.2% 373 5.9% 435 6.9% 425 6.8% 470 7.5% 389 6.2% 978 15.6% 919 14.6% 853 13.6% 549 8.7% 182 2.9% 69 1.1% 104 1.7% Median Family HH Income $45,366 Average Family HH Income $49,647 11,216 % 12,992 % 291 2.6% 461 4.1% 440 3.9% 539 4.8% 717 6.4% 750 6.7% 793 7.1% 552 4.9% 1,297 11.6% 1,119 10.0% 1,787 15.9% 1,339 11.9% 571 5.1% 197 1.8% 364 3.2% 289 2.2% 543 4.2% 504 3.9% 547 4.2% 760 5.9% 724 5.6% 826 6.4% 852 6.6% 1,330 10.2% 1,029 7.9% 1,735 13.4% 1,908 14.7% 884 6.8% 374 2.9% 688 5.3% $48,221 $51,191 $58,457 $68,621 8,985 % 10,278 % 181 2.0% 169 1.9% 265 3.0% 392 4.4% 490 5.5% 511 5.7% 624 6.9% 423 4.7% 1,032 11.5% 940 10.5% 1,613 18.0% 1,261 14.0% 536 6.0% 189 2.1% 358 4.0% 202 2.0% 196 1.9% 249 2.4% 413 4.0% 556 5.4% 529 5.1% 574 5.6% 628 6.1% 1,049 10.2% 824 8.0% 1,513 14.7% 1,706 16.6% 826 8.0% 346 3.4% 668 6.5% $54,302 $59,021 $64,254 $75,110 Source: 1990 Census, April 1, 1998 VNU PMG Estimates. (INP) NDSIUDS Data Services / 5375 Mira Sorrento Place Suite 400 / San Diego, CA 92121 / (800) 8664510 522667 INCOME: 1990-1998-2003 Pearland, TX: FM 518 and Hwy 35 5 Mile Ring NDS/UDS Data Services 03/31/99 POPULATION In Group Quarters PER CAPITA INCOME Aggregate Income ($Mil) HOUSEHOLDS By Income Less than $ 5,000 $ 5,000 - $ 9,999 $ 10,000 - $ 14,999 $ 15,000 - $ 19,999 $ 20,000 - $ 24,999 $ 25,000 - $ 29,999 $ 30,000 - $ 34,999 $ 35,000 - $ 39,999 $ 40,000 - $ 49,999 $ 50,000 - $ 59,999 $ 60,000 - $ 74,999 $ 75,000 - $ 99,999 $100,000 - $ 124,999 $125,000 - $ 149,000 $150,000 + Median Household Income Average Household Income FAMILIES By Family Household Income Less than $ 5,000 $ 5,000 - $ 9,999 $ 10,000 - $ 14,999 $ 15,000 - $ 19,999 $ 20,000 - $ 24,999 $ 25,000 - $ 29,999 $ 30,000 - $ 34,999 $ 35,000 - $ 39,999 $ 40,000 - $ 49,999 $ 50,000 - $ 59,999 $ 60,000 - $ 74,999 $ 75,000 - $ 99,999 $100,000 - $ 124,999 $125,000 - $ 149,000 $150,000 + Median Family HH Income Average Family HH Income 1990 Census 74,502 185 $15,291 1,139.2 25,496 863 1,051 1,130 1,644 2,125 1,797 1,933 2,011 3,775 3,184 3,021 2,008 506 132 316 $40,394 $44,913 20,305 451 437 708 1,030 1,475 1,315 1,510 1,661 3,223 2,917 2,800 1,846 494 130 307 $44,489 $49,080 94 3.4% 4.1 4.4% 6.4% 8.3% 7.0% 7.6% 7.9% 14.8% 12.5% 11.9% 7.9% 2.0% 0.5% 1.2% 2.2% 2.2% 3.5% 5.1% 7.3% 6.5% 7.4% 8.2% 15.9% 14.4% 13.8% 9.1 2.4% 0.6% 1.5% 1998 Estimate 92,160 230 $21,085 1,943.2 31,964 735 1,130 1,143 1,393 1,658 1,953 2,013 1,580 3,709 3,400 4,927 4,499 2,064 815 944 $51,963 $60,742 25,055 449 437 611 873 1,106 1,302 1,550 1,141 2,841 2,838 4,302 4,059 1,883 762 901 $57,810 $66,661 94 2.3% 3.5% 3.6% 4.4% 5.2% 6.1% 6.3% 4.9% 11.6% 10.6% 15.4% 14.1% 6.5% 2.5% 3.0% 14 1.8% 1.7% 2.4% 3.5% 4.4% 5.2% 6.2% 4.6% 11.3% 11.3% 17.2% 16.2% 7.5% 3.0% 3.6% 2003 Projection 100,287 233 $25,675 2,574.9 35,222 699 1,199 1,209 1,347 1,722 1,629 1,965 1,893 3,303 3,243 4,599 5,530 3,085 1,444 2,356 $58,161 $73,029 94 2.0% 3.4% 3.4% 3.8% 4.9% 4.6% 5.6% 5.4% 9.4% 9.2% 13.1% 15.7% 8.8% 4.1% 6.7% 27,281 % 492 442 592 829 1,183 1,150 1,327 1,423 2,502 2,461 3,903 4,722 2,764 1,323 2,167 $64,758 $79,987 1.8% 1.6% 2.2% 3.0% 4.3% 4.2% 4.9% 5.2% 9.2% 9.0% 14.3% 17.3% 10.1% 4.8% 7.9% Source: 1990 Census, April 1, 1998 VNU PMG Estimates. (INP) NOS/UDS Data Services / 5375 Mira Sorrento Place Suite 100 / San Diego, CA 92121 1(800) 866.6510 522667 DEMOGRAPHIC TRENDS: 1990-1998-2003 Pearland, TX: FM 518 and Hwy 35 3 Mile Ring NDS/UDS Data Services 3/31/99 POPULATION In Group Quarters HOUSEHOLDS 1 Person 2 Person 3-4 Person 5+ Person Average Hhld Size FAMILIES RACE White Black Asian/Pacific Islander American Indian Other HISPANIC ORIGIN AGE 0- 4 5-13 14-17 18-20 21-24 25-34 35 - 44 45 - 54 55-64 65-74 75 - 84 85 + Median Age MALES 0-20 21 - 44 45-64 65-84 85 + FEMALES 0-20 21 - 44 45-64 65-84 85 + Owner -Occupied Hhlds Renter -Occupied Hhlds 1990 Census 22,511 131 7,670 1,137 2,367 3,157 1,008 2.92 6,267 19,514 939 341 82 1,635 % 14.8% 30.9% 41.2% 13.1% 86.7% 4.2% 1.5% 0.4% 7.3% 3,815 16.9% 1,778 3,538 1,364 923 978 3,943 3,941 .2,428 1,860 1,105 490 162 32.1 11,068 3,853 4,331 2,180 667 38 11,443 3,751 4,531 2,108 928 124 5,622 2,048 7.9% 15.7% 6.1% 4.1% 4.3% 17.5% 17.5% 10.8% 8.3% 4.9% 2.2% 0.7% 94 34.8% 39.1% 19.7% 6.0% 0.3% % 32.8% 39.6% 18.4% 8.1% 1.1% 1998 Estimate 31,803 159 11,216 1,864 3,524 4,529 1,299 2.82 8,985 27,309 1,187 651 115 2,541 % 16.6% 31.4% 40.4% 11.6% 85.9% 3.7% 2.0% 0.4% 8.0% 6,132 19.3% 2,393 4,593 1,976 1,234 1,487 4,143 5,523 4,535 2,726 1,956 929 308 35.1 15,604 5,147 5,492 3,594 1,292 77 16,199 5,048 5,660 3,667 1,593 230 7,963 3,252 % 7.5% 14.4% 6.2% . 3.9% 4.7% 13.0% 17.4% 14.3% 8.6% 6.2% 2.9% 1.0% 33.0% 35.2% 23.0% 8.3% 0.5% 31.2% 34.9% 22.6% 9.8% 1.4% 2003 Projected 36,144 159 12,992 2,295 4,119 5,177 1,401 2.77 10,278 30,651 1,346 867 148 3,133 17.7% 31.7% 39.8% 10.8% 84.8% 3.7% 2.4% 0.4% 8.7% 7,541 20.9% 2,543 4,988 2,135 1,549 1,910 4,339 5,248 5,791 3,617 2,307 1,317 400 36.3 17,696 5,664 5,687 4,630 1,620 95 18,449 5,552 5,810 4,778 2,004 305 9,124 3,868 Ok 7.0% 13.8% 5.9% 4.3% 5.3% 12.0% 14.5% 16.0% 10.0% 6.4% 3.6% 1.1% 32.0% 32.1% 26.2% 9.2% 0.5% 30.1% 31.5% 25.9% 10.9% 1.7% Source: 1990 Census, April 1, 1998, VNU PMG Estimates (DTP) NOSIUDS Data Services 16375 Mira Sorrento Place Suite 400 1 San Diego, CA 921211(800) 866.6510 522667 DEMOGRAPHIC TRENDS: 1990-1998-2003 Pearland, TX: FM 518 and Hwy 35 5 Mile Ring NDS/UDS Data Services 3/31 /99 POPULATION In Group Quarters HOUSEHOLDS 1 Person 2 Person 3-4 Person 5+ Person Average Hhld Size FAMILIES RACE White Black Asian/Pacific Islander American Indian Other HISPANIC ORIGIN AGE 0- 4 5-13 14-17 18-20 21 - 24 25 - 34 35-44 45 - 54 55 - 64 65-74 75 - 84 85 + Median Age MALES 0-20 21 - 44 45-64 65-84 85 + FEMALES 0-20 21 - 44 45-64 65 - 84 85 + Owner -Occupied Hhlds Renter -Occupied Hhlds 1990 Census 74,502 185 25,365 4,107 7,516 10,241 3,501 2.93 20,305 58,990 5,930 3,505 290 5,787 16.2% 29.6% 40.4% 13.8% 79.2% 8.0% 4.7% 0.4% 7.8% 12,807 17.2% 6,008 11,380 4,706 3,317 3,758 13,826 13,151 8,522 5,503 2,914 1,123 295 31.1 37,066 12,973 15,141 7,099 1,766 86 37,436 12,437 15,593 6,926 2,271 208 18,368 6,997 % 8.1% 15.3% 6.3% 4.5% 5.0% 18,6% 17.7% 11.4% 7.4% 3.9% 1.5% 0.4% 94 35.0% 40.8% 19.2% 4.8% 0.2% % 33.2% 41.7% 18.5% 6.1% 0.6% 1998 Estimate 92,160 230 31,964 5,491 9,565 12,768 4,140 2.88 25,055 70,383 7,308 5,787 358 8,324 Ok 17.2% 29.9% 39.9% 13.0% 76.4% 7.9% 6.3% 0.4% 9.0% 18,504 20.1% 7,059 12,961 5,725 3,775 4,677 13,244 16,286 12,980 7,859 4,959 2,060 574 34.0 45,730 15,065 16,974 10,321 3,198 171 46,430 14,456 17,232 10,518 3,821 403 22,856 9,108 % 7.7% 14.1% 6.2% 4.1% 5.1 % 14.4% 17.7% 14.1% 8.5% 5.4% 2.2% 0.6% 32.9% 37.1% 22.6% 7.0% 0.4% 31.1% 37.1% 22.7% 8.2% 0.9% 2003 Projected 100,287 233 35,222 6,290 10,601 13,963 4,368 2.84 27,281 74,497 8,071 7,344 427 9,947 17.9% 30.1% 39.6% 12.4% 74.3% 8.0% 7.3% 0.4% 9.9% 22,050 22.0% 7,233 13,629 5,953 4,290 5,529 13,129 15,538 15,488 9,953 5,837 2,956 751 35.3 49,631 15,873 17,061 12,479 4,007 211 7.2% 13.6% 5.9% 4.3% 5.5% 13.1% 15.5% 15.4% 9.9% 5.8% 2.9% 0.7% 32.0% 34.4% 25.1% 8.1% 0.4% 50,656 % 15,233 30.1% 17,136 33.8% 12,961 25.6% 4,786 9.4% 540 1.1% 25,052 10,170 Source: 1990 Census, April 1, 1998, VNU PMG Estimates (DTP) NDSIUDS Data Services / 5375 Mira Sorrento Place Suite 400 / San Diego, CA 92121 / (800) 866-6510 522667 3OR FORCE TRENDS: 1990-1998-2003 arland, TX: FM 518 and Hwy 35 file Ring PULATION In Group Quarters 1PULATION AGE 16+ Employed Unemployed In Armed Forces Not In Labor Force Unemployment Rate IPLOYMENT BY INDUSTRY Agriculture, Fishing, Forestry Mining Construction Manufacturing: Durables Manufacturing: Non -Durables Transportation Communications Wholesale Trade Retail Trade Finance/Real Estate/Insurance Business/Repair Services Personal Services Entertainment/Recreation Health Services Educational Services Other Services Public Administration APLOYMENT BY OCCUPATION Total White Collar Executive and Managerial Professional Technicians Sales Admin. Support/Clerical Total Blue Collar Private Household Protective Service Other Service Occupations Farming/Forestry/Fishing Production/Craft/Repair Operatives Transportation/Material Moving Handlers and Laborers 1990 Census 22,511 131 0.6% 16,599 11,329 68.2% 521 3.1% 38 0.2% 4,712 28.4% 4.4% 109 1.0% 414 3.7% 930 8.2% 906 8.0% 1,141 10.1% 564 5.0% 337 3.0% 824 7.3% 1,713 15.1% 672 5.9% 577 5.1% 199 1.8% 130 1.1% 664 5.9% 1,011 8.9% 657 5.8% 482 4.3% 7,233 63.8% 1,590 14.0% 1,561 13.8% 611 5.4% 1,605 14.2% 1,867 16.5% 4,096 36.2% 48 0.4% 186 1.6% 874 7.7% 107 0.9% 1,692 14.9% 481 4.2% 381 3.4% 327 2.9% 1998 Estimate 31,803 159 0.5% 23,829 16,315 736 59 6,719 4.3% 160 621 1,335 1,316 1,604 811 489 1,209 2,428 992 852 283 188 913 1,459 956 699" 10,481 2,276 2,276 869 2,307 2,753 5,835 81 277 1,222 162 2,447 653 536 457 68.5% 3.1% 0.2% 28.2% 1.0% 3.8% 8.2% 8.1% 9.8% 5.0% 3.0% 7.4% 14.9% 6.1 % 5.2% 1.7% 1.2% 5.6% 8.9% 5.9% 4.3% 64.2% 14.0% 13.9% 5.3% 14.1% 16.9% 35.8% 0.5% 1.7% 7.5% 1.0% 15.0% 4.0% 3.3% 2.8% NDS/UDS Data Services 3/31/99 2003 Projected 36,144 159 0.4% 27,522 18,876 840 66 7,739 4.2% 186 726 1,532 1,530 1,844 938 566 1,404 2,803 1,156 997 329 217 1,047 1,685 1,111 806 12,161 2,638 2,636 1,007 2,668 3,212 6,715 98 322 1,404 191 2,820 742 615 523 68.6% 3.1% 0.2% 28.1% 1.0% 3.8% 8.1 8.1% 9.8% 5.0% 3.0% 7.4% 14.8% 6.1% 5.3% 1.7% 1.1% 5.5% 8.9% 5.9% 4.3% 64.4% 14.0% 14.0% 5.3% 14.1% 17.0% 35.6% 0.5% 1.7% 7.4% 1.0% 14.9% 3.9% 3.3% 2.8% puree: 1990 Census, April 1, 1998 VNU PMG Estimates (LFP) DS/UDS Data Services / 5375 Mira Sorrento Place Suite 400 / San Diego, CA 92121 / (800) 86546510 522667 BOR FORCE TRENDS: 1990-1998-2003 iriand, TX: FM 518 and Hwy 35 tile Ring PULATION In Group Quarters )PULATION AGE 16+ Employed Unemployed In Armed Forces Not In Labor Force Unemployment Rate 1PLOYMENT BY INDUSTRY Agriculture, Fishing, Forestry Mining Construction Manufacturing: Durables Manufacturing: Non -Durables Transportation Communications Wholesale Trade Retail Trade Finance/Real Estate/Insurance Business/Repair Services 1 Personal Services Entertainment/Recreation Health Services Educational Services Other Services Public Administration APLOYMENT BY OCCUPATION Total White Collar Executive and Managerial Professional Technicians Sales Admin. Support/Clerical Total Blue Collar Private Household Protective Service Other Service Occupations Farming/Forestry/Fishing Production/Craft/Repair Operatives Transportation/Material Moving Handlers and Laborers 1990 Census 74,502 185 0.2% 54,923 38,855 70.7% 1,873 3.4% 114 0.2% 14,081 25.6% 4.6% 346 0.9% 1,051 2.7% 2,966 7.6% 2,994 7.7% 3,415 8.8% 2,507 6.5% 1,454 3.7% 2,470 6.4% 6,256 16.1% 2,309 5.9% 2,059 5.3% 740 1.9% 587 1.5% 2,375 6.1% 3,204 8.2% 2,601 6.7% 1,521 3.9% 25,474 65.6% 5,496 14.1% 5,838 15.0% 2,030 5.2% 5,341 13.7% 6,769 17.4% 13,381 34.4% 113 0.3% 677 1.7% 2,855 7.3% 298 0.8% 5,302 13.6% 1,633 4.2% 1,419 3.7% 1,084 2.8% 1998 Estimate 92,160 230 0.2% 69,314 49,149 2,299 145 17,722 4.5% 450 1,406 3,763 3,819 4,372 3,127 1,851 3,162 7,787 2,939 2,586 916 728 2,897_ 4,123 3,277 1,948 32,401 6,986 7,495 2,547 6,780 8,594 16,748 163 854 3,571 381 6,745 1,998 1,719 1,317 70.9% 3.3% 0.2% 25.6% 0.9% 2.9% 7.7% 7.8% 8.9% 6.4% 3.8% 6.4% 15.8% 6.0% 5.3% 1.9% 1.5% 5.9% 8.4% 6.7% 4.0% 65.9% 14.2% 15.2% 5.2% 13.8% 17.5% 34.1 % 0.3% 1.7% 7.3% 0.8% 13.7% 4.1% 3.5% 2.7% NDS/UDS Data Services 3/31 /99 2003 Projected 100,287 233 0.2% 76,450 54,256 2,504 157 19,533 4.4% 493 1,584 4,142 4,229 4,849 3,436 2,039 3,509 8,556 3,260 2,854 1,006 795 3,173 4,566 3,612 2,155 35,829 7,747 8,297 2,811 7,496 9,478 18,427 188 937 3,928 424 7,457 2,184 1,873 1,436 71.0% 3.3% 0.2% 25.5% 0.9% 2.9% 7.6% 7.8% 8.9% 6.3% 3.8% 6.5% 15.8% 6.0% 5.3% 1.9% 1.5% 5.8% 8.4% 6.7% 4.0% 66.0% 14.3% 15.3% 5.2% 13.8% 17.5% 34.0% 0.3% 1.7% 7.2% 0.8% 13.7% 4.0% 3.5% 2.6% urce: 1990 Census, April 1, 1995 VNU PMG Estimates (LFP) 3S/UDS Data Services 15375 Mira Sorrento Place Suite 400 / San Diego, CA 92121 1 (800) 866-6510 522667 Household Income By Age Of Head, 1990-2003 Pearland, TX: FM 518 and Hwy 35 3 Mile Ring 1990 Census NDS/UDS Data Services 03-31-99 Page 1 1998 Estimate 2003 Projection HOUSEHOLDS UNDER 25 194 % 463 % 599 % Less than $ 5,000 29 15.1% 66 14.2% 63 10.5% $ 5,000-$ 9,999 29 14.8% 51 11.0% 67 11.2% $ 10,000 - $ 14,999 12 6.2% 44 9.5% 47 7.9% $ 15,000 - $ 24,999 41 21.2% 102 22.0% 120 20.1% $ 25,000 - $ 34,999 12 6.2% 92 19.9% 114 19.1% $ 35,000 - $ 49,999 38 19.5% 39 8.4% 87 14.6% $ 50,000 - $ 74,999 33 17.0% 56 12.0% 59 9.8% $ 75,000 - $ 99,999 0 0.0%. 11 2.3% 30 5.0% $100,000 or more 0 0.0% 4 0.8% 11 1.8% MEDIAN HOUSEHOLD INCOME $21,543 $21,983 $25,140 HOUSEHOLDS 25 TO 34 1,774 % 1,892 % 2,006 % Less than $ 5,000 49 2.8% 33 1.7% 30 1.5% $ 5,000-$ 9,999 50 2.8% 55 2.9% 50 2.5% $ 10,000 - $ 14,999 76 4.3% 82 4.4% 71 3.5% $ 15,000 -$ 24,999 333 18.8% 251 13.3% 233 11.6% $ 25,000 - $ 34,999 283 15.9% 324 17.1% 295 14.7% $ 35,000 - $ 49,999 498 28.0% 390 20.6% 438 21.9% $ 50,000 - $ 74,999 357 20.1% 501 26.5% 455 22.7% $ 75,000 - $ 99,999 82 4.6% 154 8.1% 267 13.3% $100,000 or more 46 2.6% 104 5.5% 167 8.3% MEDIAN HOUSEHOLD INCOME $37,890 $42,761 $46,101 HOUSEHOLDS 35 TO 44 2,241 % 3,075 % 2,955 % Less than $ 5,000 63 2.8% 46 1.5% 38 1.3% $ 5,000 - $ 9,999 28 1.2% 42 1.4% 35 1.2% $ 10,000 - $ 14,999 75 3.4% 71 2.3% 54 1.8% $ 15,000 - $ 24,999 222 9.9% 254 8.3% 219 7.4% $ 25,000 - $ 34,999 340 15.2% 355 11.5% 296 10.0% $ 35,000 -$ 49,999 524 23.4% 623 20.2% 535 18.1% $ 50,000-$ 74,999 710 31.7% 1,005 32.7% 826 28.0% $ 75,000 - $ 99,999 192 8.5% 417 13.6% 531 18.0% $100,000 or more 88 3.9% 263 8.6% 421 14.2% MEDIAN HOUSEHOLD INCOME $46,240 $53,676 $59,095 HOUSEHOLDS 45 TO 54 1,412 % 2,509 % 3,207 % Less than $ 5,000 11 0.8% 24 1.0% 27 0.8% $ 5,000-$ 9,999 42 3.0% 49 1.9% 64 2.0% $ 10,000-$ 14,999 35 2.5% 47 1.9% 66 2.0% $ 15,000 - $ 24,999 159 11.3% 184 7.3% 193 6.0% $ 25,000 - $ 34,999 196 13.8% 291 11.6% 293 9.1% $ 35,000 - $ 49,999 252 17.8% 376 15.0% 479 14.9% $ 50,000 - $ 74,999 450 31.9% 724 28.8% 748 23.3% $ 75,000 - $ 99,999 151 10.7% 453 18.1% 613 19.1% $100,000 or more 115 8.2% 361 14.4% 723 22.6% MEDIAN HOUSEHOLD INCOME $50,602 $59,763 $66,069 Source: 1990 Census, April 1, 1998 VNU PMG Estimates (HAIP) NDSIUDS Data Services I5375 Mira Sorrento Place Suite 400 I San Diego, CA 92121 / (800) 866.6510 522667 Household Income By Age Of Head, 1990-2003 Pearland, TX: FM 518 and Hwy 35 3 Mile Ring NDS/UDS Data Services 03-31-99 Page 2 1990 Census 1998 Estimate 2003 Projection HOUSEHOLDS 55 TO 64 1,080 % 1,500 % 1,996 % Less than $ 5,000 75 7.0% 57 3.8% 63 3.2% $ 5,000 - $ 9,999 23 2.2% 38 2.5% 57 2.9% $ 10,000 - $ 14,999 58 5.4% 41 2.7% 53 2.7% $ 15,000 - $ 24,999 162 15.0% 165 11.0% 193 9.7% $ 25,000 - $ 34,999 122 11.3% 204 13.6% 238 11.9% $ 35,000 - $ 49,999 209 19.4% 208 13.9% 314 15.8% $ 50,000 - $ 74,999 220 20.4% 334 22.2% 381 19.1% $ 75,000 - $ 99,999 122 11.3% 185 12.3% 283 14.2% $100,000 or more 88 8.1% 269 17.9% 413 20.7% MEDIAN HOUSEHOLD INCOME $42,115 $52,800 $55,153 HOUSEHOLDS 65 TO 74 689 % 1,183 % 1,401 % Less than $ 5,000 36 5.2% 39 3.3% 41 2.9% $ 5,000-$ 9,999 69 10.0% 89 7.5% 98 7.0% $ 10,000 - $ 14,999 46 6.7% 82 6.9% 95 6.8% $ 15,000 - $ 24,999 171 24.8% 200 16.9% 215 15.3% $ 25,000 - $ 34,999 136 19.8% 192 16.2% 198 14.1% $ 35,000 - $ 49,999 71 10.3% 171 14.5% 230 16.4% $ 50,000 - $ 74,999 90 13.1% 209 17.7% 226 16.1% $ 75,000 - $ 99,999 46 6.6% 92 7.7% 130 9.3% $100,000 or more 24 3.4% 110 9.3% 168 12.0% MEDIAN HOUSEHOLD INCOME $26,664 $34,535 $38,509 HOUSEHOLDS 75+ 327 % 593 % 828 % Less than $ 5,000 20 6.1% 27 4.6% 27 3.3% $ 5,000 - $ 9,999 94 28.9% 138 23.3% 170 20.6% $ 10,000 - $ 14,999 27 8.3% 73 12.4% 117 14.2% $ 15,000 - $ 24,999 100 30.7% 100 16.8% 133 16.1% $25,000-$34,999 34 10.3% 85 14.3% 117 14.1% $ 35,000 - $ 49,999 38 11.6% 42 - 7.0% 97 11.7% $ 50,000 - $ 74,999 13 4.0% 78 13.2% 69 8.3% $ 75,000 - $ 99,999 0 0.0% 28 4.8% 55 6.6% $100,000 or more 0 0.0% 21 3.6% 44 5.3% MEDIAN HOUSEHOLD INCOME $17,178 $20,800 $22,466 TOTAL HOUSEHOLDS Less than $ 5,000 $ 5,000 - $ 9,999 $ 10,000 - $ 14,999 $ 15,000 - $ 24,999 $ 25,000 - $ 34,999 $ 35,000 - $ 49,999 $ 50,000 - $ 74,999 $ 75,000 - $ 99,999 $100,000 or more MEDIAN HOUSEHOLD INCOME 7,717 % 283 3.7% 335 4.3% 330 4.3% 1,189 15.4% 1,122 14.5% 1,630 21.1% 1,874 24.3% 592 7.7% 361 4.7% $40,672 11,216 % 12,992 % 291 2.6% 289 2.2% 461 4.1% 543 4.2% 440 3.9% 504 3.9% 1,256 11.2% 1,307 10.1% 1,543 13.8% 1,550 11.9% 1,848 16.5% 2,182 16.8% 2,906 25.9% 2,764 21.3% 1,339 11.9% 1,908 14.7% 1,132 10.1% 1,947 15.0% $48,221 $51,191 Source: 1990 Census, April 1, 1998 VNU PMG Estimates (HAIP) NDSIUDS Data Services / 5375 Mira Sorrento Place Suite 400 / San Diego, CA 921211 (800) 866.6510 522667 Household Income By Age Of Head, 1990-2003 NDS/UDS Data Services Pearland, TX: FM 518 and Hwy 35 03-31-99 5 Mile Ring Page 1 1990 Census 1998 Estimate 2003 Projection HOUSEHOLDS UNDER 25 741 % 1,480 % 1,759 % Less than $ 5,000 118 15.9% 168 11.4% 156 8.9% $ 5,000-5 9,999 76 10.3% 134 9.0% 157 8.9% $ 10,000 - $ 14,999 75 10.1% 136 9.2% 142 8.1% $ 15,000 -$ 24,999 239 32.3% 308 20.8% 347 19.7% $ 25,000 -$ 34,999 74 10.0% 309 20.9% 326 18.5% $ 35,000 -$ 49,999 100 13.5% 170 11.5% 264 15.0% $ 50,000 - $ 74,999 59 7.9% 165 11.2% 198 11.2% $ 75,000 - $ 99,999 0 0.0% 57 3.8% 94 5.3% $100,000 or more 0 0.0% 33 2.2% 76 4.3% MEDIAN HOUSEHOLD INCOME $19,232 $24,805 $27,396 HOUSEHOLDS 25 TO 34 6,407 % 6,042 % 5,981 % Less than $ 5,000 187 2.9% 106 1.7% 83 1.4% $ 5,000-$ 9,999 219 3.4% 172 2.8% 139 2.3% $ 10,000-$ 14,999 273 4.3% 227 3.8% 194 3.2% $ 15,000 -$ 24,999 1,075 16.8% 649 10.7% 566 9.5% $ 25,000 - $ 34,999 1,142 17.8% 888 14.7% 714 11.9% $ 35,000 - $ 49,999 1,781 27.8% 1,328 22.0% 1,149 19.2% $50,000-$74,999 1,368 21.4% 1,665 27.6% 1,559 26.1% $ 75,000 -$ 99,999 248 3.9% 628 10.4% 885 14.8% $100,000 or more 113 1.8% 379 6.3% 692 11.6% MEDIAN HOUSEHOLD INCOME $37,583 $46,070 $52,340 HOUSEHOLDS 35 TO 44 7,502 % 8,833 % 8,407 % Less than $ 5,000 172 2.3% 118 1.3% 93 1.1% $ 5,000-$ 9,999 175 2.3% 157 1.8% 130 1.5% $ 10,000-$ 14,999 231 3.1% 205 2.3% 158 1.9% $ 15,000 - $ 24,999 871 11.6% 608 6.9% 505 6.0% $ 25,000 -$ 34,999 1,098 14.6% 955 10.8% 686 8.2% $ 35,000 -$ 49,999 1,778 23.7% 1,574 17.8% 1,242 14.8% $ 50,000 -$ 74,999 2,147 28.6% 2,744 31.1% 2,227 26.5% $ 75,000 -$ 99,999 759 10.1% 1,356 15.4% 1,569 18.70/0 $100,000 or more 271 3.6% 1,116 12.6% 1,795 21.4% MEDIAN HOUSEHOLD INCOME $45,156 $57,283 $65,587 HOUSEHOLDS 45 TO 54 5,088 % 7,176 % 8,501 % Less than $ 5,000 71 1.4% 69 1.0% 65 0.8% $ 5,000-$ 9,999 117 2.3% 111 1.5% 130 1.5% $ 10,000-$ 14,999 147 2.9% 139 1.9% 153 1.8% $ 15,000 - $ 24,999 495 9.7% 433 6.0% 452 5.3% $ 25,000 - $ 34,999 584 11.5% 634 8.8% 601 7.1 % $ 35,000 - $ 49,999 1,122 22.1% 962 13.4% 1,001 11.8% $ 50,000-$ 74,999 1,617 31.8% 2,053 28.6% 1,930 22.7% $ 75,000 -$ 99,999 602 11.8% 1,481 20.6% 1,658 19.5% $100,000 or more 332 6.5% 1,294 18.0% 2,512 29.5% MEDIAN HOUSEHOLD INCOME $50,100 $65,105 $73,953 Source: 1990 Census, April 1, 1998 VNU PMG Estimates (HAIP) NDS/UDS Data Services 15375 Mira Sorrento Place Suite 400 / San Diego, CA 92121 I (800) 866.6510 522667 Household Income By Age Of Head, 1990-2003 NDS/UDS Data Services Pearland, TX: FM 518 and Hwy 35 03-31-99 5 Mile Ring Page 2 HOUSEHOLDS 55 TO 64 Less than $ 5,000 $ 5,000 - $ 9,999 $ 10,000 - $ 14,999 $ 15,000 - $ 24,999 $ 25,000 - $ 34,999 $ 35,000 - $ 49,999 $ 50,000 - $ 74,999 $ 75,000 - $ 99,999 $100,000 or more MEDIAN HOUSEHOLD INCOME 1990 Census 3,316 155 4.7% 125 3.8% 116 3.5% 539 16.3% 420 12.7% 700 21.1% 750 22.6% 323 9.7% 188 5.7% $41,493 1998 Estimate 2003 Projection 4,209 % 5,309 % 100 2.4% 112 2.1% 117 2.8% 144 2.7% 115 2.7% 141 2.7% 387 9.2% 425 8.0% 579 13.7% 576 10.8% 654 15.5% 810 15.3% 987 23.5% 1,095 20.6% 619 14.7% 825 15.5% 652 15.5% 1,181 22.2% $53,892 $60,195 HOUSEHOLDS 65 TO 74 1,765 % 2,914 % 3,421 0/0 Less than $ 5,000 101 5.7% 104 3.6% 112 3.3% $ 5,000 - $ 9,999 174 9.9% 196 6.7% 203 5.9% $ 10,000 - $14,999 181 10.2% 162 5.6% 188 5.5% $ 15,000 - $ 24,999 388 22.0% 436 15.0% 456 13.3% $ 25,000 - $ 34,999 337 19.1% 427 14.6% 452 13.2% $ 35,000 - $ 49,999 234 13.2% 465 16.0% 523 15.3% $ 50,000 - $ 74,999 228 12.9% 550 18.9% 630 18.4% $ 75,000 - $ 99,999 70 4.0% 279 9.6% 363 10.6% $100,000 or more 51 2.9% 296 10.2% 494 14.4% MEDIAN HOUSEHOLD INCOME $26,136 $39,296 $43,589 HOUSEHOLDS 75+ Less than $ 5,000 $ 5,000 - $ 9,999 $ 10,000 - $ 14,999 $ 15,000 - $ 24,999 $ 25,000 - $ 34,999 $ 35,000 - $ 49,999 $ 50,000 - $ 74,999 $ 75,000 - $ 99,999 $100,000 or more MEDIAN HOUSEHOLD INCOME TOTAL HOUSEHOLDS Less than $ 5,000 $ 5,000 - $ 9,999 $ 10,000 - $ 14,999 $ 15,000 - $ 24,999 $ 25,000 - $ 34,999 $ 35,000 - $ 49,999 $ 50,000 - $ 74,999 $ 75,000 - $ 99,999 $100,000 or more MEDIAN HOUSEHOLD INCOME 677 % 59 8.7% 164 24.3% 107 15.9% 160 23.6% 74 11.0% 71 10.4% 36 5.3% 6 0.9% 0 0.0% $15,503 25,496 % 863 3.4% 1,051 4.1% 1,130 4.4% 3,769 14.8% 3,730 14.6% 5,786 22.7% 6,206 24.3% 2,008 7.9% 954 3.7% $40,394 1,310 % 71 5.4% 245 18.7% 159 12.1% 230 17.6% 175 13.3% 136- 10.4% 163 12.4% 80 6.1% 53 4.0% $22,838 1,844 % 77 4.2% 295 16.0% 234 12.7% 318 17.2% 239 13.0% 207 11.2% 203 11.0% 136 7.4% 135 7.3% $24,928 31,964 % 35,222 % 735 2.3% 699 2.0% 1,130 3.5% 1,199 3.4% 1,143 3.6% 1,209 3.4% 3,051 9.5% 3,069 8.7% 3,965 12.4% 3,594 10.2% 5,289 16.5% 5,196 14.8% 8,327 26.1% 7,841 22.3% 4,499 14.1% 5,530 15.7% 3,823 12.0% 6,886 19.5% $51,963 $58,161 Source: 1990 Census, April 1, 1998 VNU PMG Estimates (HAW) NDSIUDS Data Services! 5375 Mira Sorrento Place Suite 4001 San Diego, CA 92121 I (800) 866-6510 522667 HOUSING PROFILE: 1990 Pearland, TX: FM 518 and Hwy 35 3 Mile Ring POPULATION Group Quarters HOUSING UNITS TENURE Occupied Owner -occupied Renter -occupied Vacant For sale For rent Not yet occupied For occasional use For migrant workers Other vacant Boarded -up HOUSING VALUE $ 0-$ 19,999 $ 20,000-$ 39,999 $ 40,000-$ 59,999 $ 60,000-$ 74,999 $ 75,000-$ 99,999 $100,000-$124,999 $125,000-$149,999 $150,000-$174,999 • $175,000-$199,999 $200,000-$249,999 $250,000-$299,999 $300,000-$399,999 $400,000-$499,999 $500,000 or more Total Median value Average value UNITS IN STRUCTURE 1, detached 1, attached 2 3 or more 3-4 5-9 10-19 20-49 50 or more Mobile home/trailer Other 22,511 131 8,046 Units 7,670 95.3% 5,622 69.9% 2,048 25.4% 376 4.7% 111 1.4% 103 1.3% 37 0.5% 4 0.1% 0 0.0% 120 1.5% 10 0.1% Units 51 1.1% 258 5.4% 930 19.4% 1,431 29.8% 1,336 27.8% 364 7.6% 210 4.4% 101 2.1% 50 1.0% 39 0.8% 15 0.3% 11 0.2% 4 0.1% 4 0.1% 4,803 $72,180 $79,996 HOUSEHOLDS FAMILIES Owner-Occ. Units Avg. Value 5,932 73.7% $81,335 148 1.8% $87,018 43 0.5% $32,500 1,097 13.6% $119,818 98 1.2% 276 3.4% 216 2.7% 189 2.4% 318 3.9% 762 9.5% $23,702 ROOMS/UNIT 64 0.8% $72,446 5.70 NDS/UDS Data Services 3/3u99 7,670 Avg Size 2.92 6,287 Avg Size 3.24 TENURE BY RACE White 6,867 Black 275 Other 528 Hispanic 1,015 PERSONS/UNIT 1 1,137 2 2,367 3 1,657 4 1,501 5 694 6 203 7+ 111 MONTHLY RENT No cash rent $ 1-$ 199 $ 200-$ 299 $ 300-$ 349 $ 350-$ 399 $ 400-$ 449 $ 450-$ 499 $ 500-$ 549 $ 550-$ 599 $ 600-$ 649 $ 650-$ 699 $ 700-$ 749 $ 750-$ 999 $1000 or more Total Median Rent Average Rent HOUSING VALUE/ RENT BY RACE White Black Other Race Hispanic Origin VACANT UNITS For sale For rent Owner Renter 74.1% 25.9% 74.5% 25.5% 61.9% 38.1% 62.4% 37.6% Owner Renter 55.7% 44.3% 75.1% 24.9% 76.1% 23.9% 80.0% 20.0% 76.3% 23.7% 68.6% 31.4% 71.2% 28.8% Units 99 4.9% 120 6.0% 308 15.3% 381 19.0% 376 18.7% 243 12.1% 177 8.8% 99 5.0% 88 4.4% 47 2.3% 24 1.2% 15 0.7% 23 1.1% 8 0.4% 2,007 $369 $383 Avg Avg Value Rent $69,266 $363 $67,438 $293 $54,494 $323 $51,730 $303 Units Avg $ 111 $73,002 103 $311 Own Rent 6.26 4.30 Source: 1990 Census (STF1) (CH) NDSIUDS Data Services 15375 Mira Sorrento Place Suite 400 I San Diego, CA 92121 I (Bog) 866E510 522667 HOUSING PROFILE: 1990 Pearland, TX: FM 518 and Hwy 35 5 Mile Ring NDS/UDS Data Services 3/31 /99 POPULATION Group Quarters HOUSING UNITS TENURE Occupied Owner -occupied Renter -occupied Vacant For sale For rent Not yet occupied For occasional use For migrant workers Other vacant Boarded -up HOUSING VALUE $ 0-$ 19,999 $ 20,000-$ 39,999 $ 40,000-$ 59,999 $ 60,000-$ 74,999 $ 75,000-$ 99,999 $100,000-$124,999 $125,000-$149,999 $150,000-$174,999 $175,000-$199,999 $200,000-$249,999 $250,000-$299,999 $300,000-$399,999 $400,000-$499,909 $500,000 or more Total Median value Average value UNITS IN - STRUCTURE 1, detached 1, attached 2 3 or more 3-4 5-9 10-19 20-49 50 or more Mobile home/trailer Other 74,502 185 27,202 Units 25,365 93.2% 18,368 67.5% 6,997 25.7% 1,837 6.8% 427 1.8% 722 2.7% 145 0.5% 20 0.1% 0 0.0% 523 1.9% 60 0.2% Units 135 0.9% 1,087 6.9% 4,483 28.6% 4,574 29.2% 3,457 22.1% 924 5.9% 503 3.2% 223 1.4% 107 0.7% 93 0.6% 30 0.2% 25 0.2% 10 0.1% 10 0.1% 15,660 $66,969 $73,221 HOUSEHOLDS FAMILIES Owner-Occ. Units Avg. Value 19,678 72.3% $74,511 439 1.6% $68,850 98 0.4% $122,274 4,110 15.1% $75,625 230 0.8% 665 2.4% 1,207 4.4% 552 2.0% 1,456 5.4% 2,410 8.9% $26,117 ROOMS/UNIT 467 1.7% $64,329 5.68 25,365 Avg Size 2.93 20,305 Avg Size 3.30 TENURE BY RACE White 21,059 Black 1,886 Other 2,419 Hispanic 3,398 PERSONS/UNIT 1 4,107 2 7,516 3 5,339 4 4,902 5 2,238 6 793 7+ 471 MONTHLY RENT No cash rent $ 1-$ 199 $ 200-$ 299 $ 300-$ 349 $ 350-$ 399 $ 400-$ 449 $ 450-$ 499 $ 500-$ 549 $ 550-$ 599 $ 600-$ 649 $ 650-$ 699 $ 700-$ 749 $ 750-$ 999 $1000 or more Total Median Rent Average Rent HOUSING VALUE/ RENT BY RACE White Black Other Race Hispanic Origin VACANT UNITS For sale For rent Owner Renter 73.8% 26.2% 60.8% 39.2% 69.5% 30.5% 67.5% 32.5% Owner Renter 53.2% 46.8% 73.1% 26.9% 76.4% 23.6% 80.2% 19.8% 78.4% 21.6% 74.2% 25.8% 72.1% 27.9% Units 257 3.7% 355 5.2% 1,013 14.7% 921 13.4% 1,123 16.3% 875 12.7% 829 12.0% 585 8.5% 441 6.4% 215 3.1% 129 1.9% 53 0.8% 64 0.9% 22 0.3% 6,881 $396 $406 Avg Avg Value Rent $63,091 $394 $66,113 $355 $53,756 $341 $53,079 $329 Units Avg $ 427 $62,359 722 $296 Own Rent 6.27 4.32 Source: 1990 Census (STF1) (CH) NDSIUDS Data Services 15375 Mira Sorrento Place Suite 4001 San Diego, CA 92121 1(800) 866-6510 522667 AREA PROFILE: 1990 Pearland, TX: FM 518 and Hwy 35 3 Mile Ring NDS/UDS Data Services 03/31/99 POPULATION In Group Quarters HOUSEHOLDS 1 Person 2 Person 3-4 Person 5+ Person Average Hhld Size HISPANIC. ORIGIN AGE 0-5 6-13 14-17 18-20 21-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ Median Age SEX Male Female HOUSING VALUE Under $30,000 $30-$49,999 $50-74,999 $75-$99,999 $100-$149,999 $150-$199,999 $200-$299,999 $300-$499,999 $500,000 + Median Value Average Value YEAR MOVED IN 1985-90 1980-84 1970-79 1960.69 Before 1959 22,511 131 0.6% 7,670 1,137 14.8% 2,367 30.9% 3,157 41.2% 1,008 13.1% 2.92 3,815 16.9% 2,166 9.6% 3,151 14.0% 1,364 6.1% 923 4.1% 978 4.3% 3,943 17.5% 3,941 17.5% 2,428 10.8% 1,860 8.3°% 1,105 4.9% 490 2.2% 162 0.7% 32.1 11,068 49.2% 11,443 50.8% 132 481 2,057 1,336 574 151 54 14 4 $72,180 $79,996 2.8% 10.0% 42.8% 27.8% 11.9% 3.1% 1.1% 0.3% 0.1% RhIds 3,727 48.9% 1,156 15.2% 1,889 24.8% 687 9.0% 163 2.1% RACE Black Other FAMILIES With Children Married Couples With Children Avg Family Size Non -Family Hhd In Armed Forces OCCUPATION Prof/Tech Mgmt/Prop Clerical Sales Total Wht Collar Crafts Operatives Service Laborer Farm Workers Total Blue Collar LABOR FORCE 6,700 5,187 RENT (Monthly) Under$100 $100-$199 $200-$299 $300-$399 $400-$499 $500-$599 $600-$699 $700-$999 Over $1,000 Median Rent Average Rent YEAR BUILT 1985-90 1980-84 1970-79 1960-69 Before 1959 HOUSEHOLD INCOME Under $10,000 $10-$19,999 $20-$24,999 $25-$29,999 $30-$34,999 $35-$39,999 $40-$49,999 $50-$74,999 $75-$99,999 $100-$124,999 $125-$149,999 $150,000 + Median Income Average Income Aggreg Income Per Capita Inc $15,577 618 903 616 529 593 497 1,132 1,874 592 184 72 104 $40,672 $45,688 8.0% 11.7% 8.0% 6.9% 7.7% 6.4% 14.7% 24.3% 7.7% 2.4% 0.9% 1.3% 350.4 ($Mill) SCHOOL YRS COMPLETED Pop 25+ yrs 13,929 <9thgrade 1,138 8.1% Some High Schl 1,607 11.4% High Scl Diplom 4,259 30.3% College 1-3 yrs 4,445 31.7% Bachelor's 1,982 14.1% Graduate/Prof 608 4.3% UNEMP PARTIC 4.3% 82.6% VEHICLES/HSHLD 4.4% 61.1% 0 273 3.6% 1 1,912 25.1% % 2 3,616 47.4% 41 2.1% 3-4 1,709 22.4% 79 4.136 '5+ 113 1.5% 308 16.1 °% 757 39.7% HOUSING UNITS 8,046 420 22.0% Owner Occupied 5,622 69.9% 187 9.8% Renter Occupied 2,048 25.4% 71 3.7% Vacant/All Year 252 3.1% 37 2.0% Vacant/Seasonal 124 1.5% 8 0.4% Condominiums 84 1.0% $369 Mobile Homes 762 9.5% $383 Stability 53,8% Turnover B.9% Units 932 11.6% UNITS/STRUCTURE % 1,537 19.2% 1 6,080 84.2% 3,121 39.0% 2 43 0.6% 1,689 21.1% 3-4 98 1.4% 721 9.0% 5+ 1,000 13.8% 939 4.2% 2,058 9.1% 6,287 3,624 57.6% 5,252 83.5% 2,916 55.5% 3.24 1,382 18.0% 38 0.2% 11,329 % 2,172 19.2% 1,590 14.0% 1,867 16.5% 1,605 14.2% 7,233 63.8% 1,692 14.9% 862 7.6% 1,108 9.8% 327 2.9% 107 0.9% 4,096 36.2% Source: 1990 Census, STF9 + STF3 (AP) NDSIUDS Data Services 15375 Mira Sorrento Place Suite 400! San Diego, CA 92121 1(800) 866-6510 522667 AREA PROFILE: 1990 . Pearland, TX: FM 518 and Hwy 35 5 Mile Ring NDS/UDS Data Services 03/31/99 POPULATION In Group Quarters HOUSEHOLDS 1 Person 2 Person 3-4 Person 5+ Person Average Hhld Size HISPANIC ORIGIN AGE 0-5 6-13 14-17 18-20 21-24 25-34 35-44 45-54 55-64 65-74 75-84 85+ Median Age SEX Male Female HOUSING VALUE Under $30,000 $30-$49,999 $50-74,999 $75-$99,999 $100-$149,999 $150-$199,999 $200-$299,999 $300-$499,999 $500,000 + Median Value Average Value YEAR MOVED IN 1985-90 1980-84 1970-79 1960-69 Before 1959 74,502 185 0.2% 25,365 4,107 16.2% 7,516 29.6% 10,241 40.4% 3,501 13.8% 2.93 12,807 17.2% ok 7,267 9.8% 10,121 13.6% 4,706 6.3% 3,317 4.5% 3,758 5.0% 13,826 18.6% 13,151 17.7% 8,522 11.4% 5,503 7.4% 2,914 3.9% 1,123 1.5% 295 0.4% 31.1 37,066 49.8% 37,436 50.2% ok 414 2.6% 2,496 15.9% 7,368 47.1°,, 3,457 22.1% 1,427 9.1% 330 2.1% 123 0.8% 35 0.2% 10 0.1% $66,969 $73,221 Hhlds °k 12,573 49.7% 3,971 15.7% 6,617 26.2% 1,755 6.9% 379 1.5% RACE Black Other FAMILIES With Children Married Couples With Children Avg Family Size Non -Family Hhd In Armed Forces OCCUPATION Prof/Tech Mgmt/Prop Clerical Sales Total Wht Collar Crafts Operatives Service Laborer Farm Workers Total Blue Collar LABOR FORCE 22,797 18,045 RENT (Monthly) Under$100 $100-$199 $200-$299 $300-$399 $400-$499 $500-$599 $600-$699 $700-$999 Over $1,000 Median Rent Average Rent YEAR BUILT 1985-90 1980-84 1970-79 1960-69 Before 1959 HOUSEHOLD INCOME % 5,930 8.0% Under$10,000 1,914 7.5% 9,582 12.9% 310-319,999 2,774 10.9% 320-324,999 2,125 8.3% 20,305 325-329,999 1,797 7.0% 11,878 58.5% 330-334,999 1,933 7.6% 16,978 83.6% 335-339,999 2,011 7.9% 9,699 57.1% 340-349,999 3,775 14.8% 3.30 350474,999 6,206 24.3% 5,060 20.0% 375-399,999 2,008 7.9% 114 0.2% 3100-3124,999 506 2.0% 3125-3149,999 132 0.5% 38,855 % $150,000 + 316 1.2% 7,868 20.2% Median Income ,394 5,496 14.1% Average Income $4$40,913 6,769 17.4% 5,341 13.7% Aggreg Income 1,139.2 ($Mill) 25,474 65.6% Per Capita Inc $15,297 5,302 13.6% 3,052 7.9% SCHOOL YRS COMPLETED 3,646 9.4% Pop 25+ yrs 45,333 1,084 2.8% < 9th grade 2,951 6.4% 298 0.8% Some High Schl 4,986 10.9% 13,381 34.4% High Scl Diplom 12,930 28.2% College 1-3 yrs 14,970 32.7% Bachelor's 7,470 16.3% Graduate/Prof 2,541 5.5% UNEMP PARTIC 4.3% 84.5% VEHICLES/HSHLD 5.0% 64.6% 0 641 2.5% 1 6,661 26.3% % 2 12,273 48.5% 108 1.6% 3-4 5,428 21.5% 246 3.7%5+ 292 1.2% 1,013 15.3% 2,044 30.9% HOUSING UNITS 27,202 1,704 25.7% Owner Occupied 18,368 67.5% 1,026 15.5% Renter Occupied 6,997 25.7% 345 5.2% Vacant/Alt Year 1,294 4.8% 117 1.8% Vacant/Seasonal 543 2.0% 22 0.3% Condominiums 249 0.9% $396 Mobile Homes 2,410 8.9% $406 Stability 55.6% Turnover 8.2% Units 2,601 9.6% UNITS/STRUCTURE ok 6,020 22.2% 1 20,117 82.7% 11,067 40.8% 2 98 0.4%• 5,444 20.1% 3-4 230 0.9% 2,009 7.4% 5+ 3,880 16.0% Source: 1990 Census, STF1 + STE3 (AP) NDSIIIDS Data Services 15315 Mira Sorrento Place Suite 400 / San Diego, CA 92121 1(800) 866.6510 522667 u m U 4 0. en a' gb P man iruul iR'_ �� 1 �r4 gabil iIAIr ill 11 < nlil�lll' llllll'. — �Y' ma! NI Lii, �b - ��,,, '>�jl liiilll�l Lt^l ��avi�9;J_i 7 h'�'111i1■I 111I!II II!Illllgrl104 n �'arn�itiiit 111!I',l@+��I!!II�I1 Jlil r III 111111111152. dY -,,,, ,,,,,,,s-,,,-1 L. , W II'UI T/IT;7rulmi 6. t as �m;;l* YII = Illn■�r `p _ , 7lrullllllll IIlA11II1 'll_tDJtJIl11ll �ui'u i;i IOIp 6 4 1 e Attachment 1.2 Shadow Creek Ranch Area Maps ADJOINING PHOTO PAGES 573 5/1 515 611 6 I 3 615 651 655 653 OLandiscor 1998 1 SHADOW CREEK RANCH CLEAR CREEK C.C. SHADOW CREEK RANCH OVERALL ACREAGE ANALYSIS CONSTRAINTS McHard Road 39.8 Kirby Drive (100') 22.7 County Road s48 (100') 23.4 County Road #92 (50' from Centerline} 17.1 Collector Skeels (80') 128.9 Pipeline Easements 48.0 H. L & P. Co. Easements 50.0 Water Pump Stations 2.0 Sewage Treatment Plant 12.1 Cleat Creek (125') 31.5 Proposed Drainage Ditches 123.1 CONSTRAINTS SUBTOTAL 498.6 NET DEVELOPABLE 2,822.0 COMMERCIAL 285.4 INDUSTRIAL 37.8 INSTITUTIONAL Schools 147.6 Churches 65.6 Hospital 14.8 Medical / Professional (Office) 9.6 Day Care 6.6 Library 2.8 Fite Station/ Police Annex 6.7 INSTITUTIONAL SUBTOTAL 253.7 PARKS/RECREATION Neighborhood Recreation Centers 13.5 Packs / Open Space 119.9 Tot Lots / Pocket Parks 6.5 Visitor / Information Center 1.9 Drill Sites 36.5 Proposed Lakes (Includes Existing Ponds) 260.4 Neighborhood Entry 13.2 McHard Road Landscape Buffer (25') 12.4 Kirby Road Landscape Buffer (10') , 4.5 County Road #48 Landscape Buffer (10') 4.7 County Road 892 Landscape Buller (10') (North Side Only) 1.7 F.M. 521 Landscape Buller (Adjacent la Residential) 10.3 SUBTOTAL PARKS / RECREATION / OPEN SPACE 485.6 PEDESTRIAN PATHWAYS inear Feel) 116,467.0 LF NET RESIDENTIAL Multi- Family 194.2 Assisted Living /Senior Housing 41.9 Single - Family 1,523.4 SUBTOTAL RESIDENTIAL 1,759.5 TOTAL ACRES 3,320.6 LOT SIZE 55' X 115' 232.8 60' X 115' 284.5 65' X 115' 374.5 70' X 120' 227.7 80' X 120' 162.1 90' X 130' 109.4 55' X 115' (Patio) 37.1 Cluster (110' x 230' - 4 Lots) 76.4 Townhouse (30' x 90') 18.9 TOTALS 1523.4 Kerry R. Gilbert Associates, Inc. 2/24/99 4- 0 9 9 9 S �g9, IWC- G�P PO P LEGEND GB (GENERAL BUSINESS) C (COMMERCIAL) NS (NEIGHBORHOOD SERVICE) '.`=. M-1 (LIGHT INDUSTRIAL) INST (SCHOOL) INST (CHURCH) in INST (HOSPITAL) 777 OP (MEDICAL 1 PROFESSIONAL) NS (DAY CARE) INST (MUNICIPAL) NS (VISITOR I INFORMATION CENTER) DRILL SITES / UTILITY "i-x • NEIGHBORHOOD RECREATION CENTER / PARK MF-S (ASSISTED LIVING / SENIOR HOUSING) MF (MULTI -FAMILY) R-8 R-E R-4 R-3 G.= R-2 R-1 R-7 R-8 (CLUSTER) ! -•C_1 R-8 (TOWN HOME) _N_ WP t.o «. 4 °R,R•$ 0 04, \\0c. Cuelki©NEE PROPOSED ROAD C.R 92 THIS MAP 13 FOR PRESENTATION PURPOSES ONLY AND WAS PREPARED WITHOUT BENEFIT OF AN ENVIRONMENTAL ANALYSIS OR ENGINEERING STUDY AND IS SUBJECT TO CHANGE. NO WARRANTIES OR REPRESENTATION, EXPRESS OR IMPLIED, CONCERNING THE ACTUAL DESIGN, LOCATION, OR CHARACTER OF THE FACILITIES ILLUSTRATED ON THE MAP IS INTENDED. ADDITIONALLY, NO WARRANTY IS MADE AS TO THE ACCURACY OF THE INFORMATION CONTAINED HEREIN. SAID INFORMATION REPRESENTS A GRAPHIC COMPILATION OF DATUM OBTAINED FROM MAPS, SURVEYS, AND OTHER DOCUMENTS PROVIDED TO KERRY R. GILBERT & ASSOCIATES, INC. CO CO N a II�w 1,Y () W ww� 0i i W a Z O E. 0 Qz] ✓Y r z a general land use plan for SHADOW CREEK RANCH proporod far e 9 SHADOW CREEK RANCH 1 EVo C1ie➢ L.P. ro KERRY R. GILBERT & ASSOCIATES, I N C . JANUARY 6,1998 NOT TO SCALE KGA 9O3 01-010 Land Planning Consultants 15810 Park Ten Place Suite 180 Houston, Texas 77084 (281) 579-0340 et nay R• P� ee 6t� Attachment 1.3 Shadow Creek Ranch Commercial Land Proforma SHADOW CREEK RANCH Shadow Creek Ranch Overall Developed Values of Commercial Properties In an effort to estimate the built -out value of Shadow Creek Ranch commercial property, we have taken a simplified construction and lease rate yield model for the various property types of projected commercial uses. These models are generic reflections of construction costs and were derived from various sources including the Marshall Valuation Service, an industry standard construction cost service utilized by real estate appraisers and developers nationwide. Additionally, appraised values for existing properties of similar uses were used to estimate developed values. Land utilization is based on the Land Plan provided to Realty Advisory Group, Inc. by the developer of Shadow Creek Ranch. Land cost figures used are a reflection of comparable land use analysis performed by Realty for similar land uses in Houston area Master Planned Communities. Shadow Creek Ranch Low -Rise Office Development Model Building Size: 20,000 square feet; 2 stories Building Type: Class "A" Land: 3 acres @ $2.25psf Primary Construction Costs: $83.00 psf (includes base building, t.i. allow., and site coats) Parking: 80 Spaces x $5.00psf Soft Costs: (includes professional fees, leasing commissions, and financing costs) Developer's Fee: 5% of Bard/Soft Costs TOTAL COST $ 300,000 1,660,000 80,000 400,000 103, 000 $2,543,000 127.15 psf Requisite NOT to Justify Construction: 12% Return 15.26 Add Operating Expenses: 6.50 Requisite Adjusted Gross Income: 21.75 Adjustment for Occupancy: 95% -.95 Lease Rate to Justify New Construction: $22.90 psf SHADOW CREEK RANCH Shadow Creek Ranch Proforma Commercial Land Sales Assumptions According to the Engineer for the development, Mr. David R. Tinney, P.E., LJA Engineering & Surveying, Inc., the first phase major infrastructure improvements will be initiated September, 1999 and completed approximately six months later. This will include the improvements to FM2234 and the extension of Kirby Drive south terminating in Shadow Creek Ranch; the extension of a water line from Pearland via FM518; the emplacement of a temporary wastewater treatment plant; and the emplacement of drainage improvements sufficient to serve the initial phase of development. Based on the above described development time frame, if developed sites were deliverable to builder/developers at mid -year 2000, we projected the acquisition and development of residential pods that would achieve the occupancy of 500 single-family units by January, 2002. We conformed to The American Metro Study projection of an average of 700 units per year absorption thereafter and based the commercial land absorption on the Shadow Creek Ranch residential absorption as well as the continued submarket growth reflected in the nearby communities of SilverLake, Country Place, Southdown and Green Valley Estates. Our assumptions are influenced by the more regional influence that the Shadow Creek Ranch commercial land enjoys because of the traffic to and from major employment centers to the north, such as the Texas Medical Center and the CBD, to the "bedroom" communities of Pearland, Alvin, and Angleton to the south. An important consideration in the first phase improvements is the access road along SH288. To create a clean marketing window with access to the commercial land, it is recommended that the first phase infrastructure include the access road from FM2234 south to the primary SH288 entry, the entry road connection from SH288 to Kirby Drive, and Kirby Drive from FM2234 to the SH288 connector for circulation purposes in the commercial land development area in addition to the northeast quadrant of the first residential pod and its related access spine roads out to FM2234 and Kirby Drive. SHADOW CREEK RANCH Shadow Creek Ranch Service Center and Warehouse Distribution Development Model Square Feet: Service Center 75,000 s.f Warehouse/Distribution 150,000 s.f. Land: 4.5 acres @ 52.00psf $392,000 8.5 acres @ $2.50psf $926,000 Primary Const. Costs: $62.00 psf $4,650,000 $28.00 psf $4,200,000 Parking/Site Costs: $202,000 S214,000 Soft Costs: (profession foam, leasing navmissione, and fin. $344,000 $318,000 Costs) Developer's Foe $260,000 $237,000 (5s of hard/soft costs( TOTAL COST $5,848,000 $5,895,000 $77.98 psf $39.30 psf Requisite NOI (12%): $9.36 psf $4.72 psf Adjust for Occupancy Avg. Lease Rate to +,95 +.95 Just. New Const.: $9.85 psf $5.00 psf Shadow Creek Ranch Retail Development Model for Grocery -Anchored and Power Shopping Centers Description / Square Feat: Neighborhood Shopping Center Grocery anchor: 65,000sf Speculative retail: 85,000sf Power Center Big box retailers (6-8) 310,000sf Connector retail: 40,000sf Land: 8.5 acres @ $7.00psf 10 acres @ $7.00psf $3,049,000 $2,439,000 Primary Const. Costs: - Anchors/big boxes $61.00psf $3,965,000 $63.00psf $19,530,000 - In -line $60.00psf $5,270,000 '$62.00psf 2,480,000 Parking/Site Costs: $544,000 $856,000 Soft Costs: (profession fees, leasing commissions, and fin. $894,000 $2,201,000 Costs) Developer's Fee $534,000 $1,253,000 (54 of hard/soft costs) TOTAL COST $13,646,000 $29,369,000 $90.98 psf $83.91 psf Requisite NOI (124): $10.92 psf $10.07 psf Non -Recoverable erp: $1.00 psf $1.00 psf Requisite Adj. G.I. $11.92 psf 511.07 psf Adjust for Occupancy Avg. Lease Rate to 4..95 +.95 Just. New Const.: - Overall $12.55 psf - Overall $11.65 psf - Grocery Storm $9.75 psf - Big Box Retail 511.00 pat - Spec Space $16.25 psf - Spec Space $17.00 psf SHADOW CREEK RANCH Developed Property Valuation Shadow Creek Ranch Land Plan Commercial Land Proforma (Includes Regional Shopping Center) Total Acreage 6.6 acres 2.3 acres 40.5 acres Ose Site(s) Day Care 1.7 acres 2.1 acres 2.8 acres Cony. Store/ 2.3 acres Gas 6 Restaurant Office/Service Center 23.2 acres 17.3 acres 222.6 acres Comm./Retail 20.9 acres 4.4 acres 54.7 acres 2.10 acres 25.7 acres 3.6 acres 11.5 acres 14.3 acres 17.6 acres 8.2 acres 7.10 acres 7.00 acres Estimated Value 13,000sf @ $92.00ps£ + land - $1,496,000 17,000sf @ $92.00psf + land = $1,850,000 20,000sf @ $92.00psf + land = $2,140,000 3,000sf bldg., 12 gas pumps + land @ $10.00psf = $2,500,000 388,000sf @ $10.00psf NNN = $38,800,000 288,000sf @ $10.00psf NNN = $28,800,000 6.5 acre grocery - 65,000sf @ $9.75psf NNN @ 10% cap = $6,337,500 12.0 acres support retail 130,000sf @ $13.75psf @ 10% cap = $17,875,000 2.4 acre restaurant pad sites (2) 12,000sf bldg. + land @ $1,180,000 10,000sf bldg. + land @ $1,000,000 Convenience store/retail strip 48,000sf Q $100psf = $4,800,000 Regional Shopping Center (includes 40.9 S 13.8 ac. sites) 150,000sf (3 anchors - 200,000sf spec) valued @ $90.00psf = $58,500,000 Sank cite/retail 23,000sf @ $100psf - $2,300,000 Power Center 280,000sf @ $100psf = $28,000,000 Retail development 39,000sf @ $100psf = $3,900,000 Neighborhood Shopping Center 125,000sf @ 100psf $12,500,000 Neighborhood Shopping Center 155,000sf @ $100psf = $15,500,000 Multiplex Cinema Theater (30 screens) 127,200sf @ $60.00psf + land = $9,350,000 Neighborhood Shopping Center 90,000sf @ $100psf = $9,000,000 Commercial retail development 77,000sf @ $100psf = $7,700,000 Commercial retail development 76,000sf @ $100psf = $7,600,000 SHADOW CREEK RANCH Total Acreage Use Retail Site(s) Estimated Value 7.8 acres Commercial retail development 85,000sf @ $l0opsf = $8,500,000 12 acres Neighborhood Shopping Center 130,000sf @ $100psf = $13,000,000 25.7 acres Commercial retail development 280,000 @ $90.00psf = $25,188,000 23.9 acres Office/Hotel 16.2 acres 10.2 acres -Office Park Dev. (low-rise) 80,000sf @ $125.00psf = $10,000,000 6.0 acres-200 room hotel @ $50,000/room = $10,000,000 7.7 acres Office Bldg. Development (2 bldgs.) 60,000sf @ $125.00psf = $7,500,000 194.6 acres Multi -Family 23.5 acres $65,000/unit value $30,550,000 (@ 20 units/acre) 22.10 acres $65,000/unit value $28,730,000 26.20 acres $60,000/unit value $31,440,000 14.20 acres $60,000/unit value $17,040,000 12.8 acres $65,000/unit value $16,640,000 18.9 acres $65,000/unit value $24,570,000 31.3 acres $60,000/unit value $37,560,000 26.2 acres $65,000/unit value $34,060,000 19.4 acres $60,000/unit value $23,280,000 14.8 acres Hospital 14.8 acres 150 bed regional facility 144,000sf @ $225.00psf = $32,400,000 9.6 acres Medical Off. 4.5 acres 75,o0osf bldg. @ $126.00psf = $9,450,000 5.1 acres 75,000sf bldg. @ $126.0opsf = $9,450,000 14.6 acres Assisted Living 14.6 acres 20 unit/acre density @ $85,000/unit value = $24,820,000 27.1 acres Senior Housing 15.6 acres 20 unit/acre density @ $70,000/unit value = $21,840,000 11.5 acres 20 unit/acre density @ $70,000/unit value = $16,100,000 37.8 acres Industrial 8.2 acres 145,000sf @ $50psf $7,250,000 7.0 acres 125,000sf @ $50psf = $6,250,000 11.5 acres 200,000sf @ $50psf = $10,000,000 13.0 acres 230,000sf @ $50psf = $11,500,000 TOTAL $726.246,500 Estimated values are based on land use map prepared by Kerry Gilbert i Associates, Inc. and Single Family Housing Market Demand Analysis prepared by American Metro Study. fxnciwY. Regional Shopping Wotan „` SHADOW CREEK RANCH -COMMERCIAL LAND PROJECTION. 'r' t r , _' , z' DEVELOPMENT PLAN/ACRES 7 t , . I,, . , `" ,'.'5: 4 ` ii it,+.,Fi1,l. r±; + ".,+..C•ie; ' t• r,::'.i. j1NCLUDE$ REGIONAL SHOPPING CENTER) 1 100 1,200 1,900 2,600_ 3,300 4,000 4,700 5,400 6,100 6,800 7,000 0 0 r ao 0 0 M vi 0 0 N 2.10 2.80 17.30 40 2.10 3.60 14.30 17.6 7.10 7.80 12.00 25.70 25.70 11.50 7.00 8.2 20 7.70 70 1'.Y3 J.ka:_,<.19:ith9.1, 9 1 9s:..;1_W.;t'±44sSkUi:3kt s';1h.�r:k.�s.r.,tib.}::_at1intti:f1N 6.70 2.80 70 12.10 9.40 9.80 19.60 14.80 4.50 5.10 15.60 11.50 7.30 7.30 20 , 7.00 : - 11.50 • 13JI0 ,00 119.00 -•' , 40.50 - .. 92.70 44.60 °: 115.10 -_, .. 16.80 21160 12.00 - -. ' 6410 -- -. 3130 -.. 26.2 0 N 0 N 0 Q5� M S r: O N o N 8 ad gJJ O ea 8V' P Q. 8 O N 8OO N b to o H T 0 N Q et O M n a. O N Mange 1.523.40 I 15 veer develooment S 0 R ea ^ t P ea 3 5 y :a y %c 2 SHADOW CREEK RANCH Developed Property Valuation Shadow Creek Ranch Land Plan Commercial Land Proforma (No Regional Shopping Center) Total Acreage 6.6 acres 2.3 acres 40.5 acres Use Site(s) Day Care 1.7 acres 2.1 acres 2.8 acres Cony. Store/ 2.3 acres Gas 6 Restaurant Office/Service Center 23.2 acres 17.3 acres 222.6 acres Comm./Retail 20.9 acres 4.4 acres 40.9 acres 13.8 acres 2.10 acres 25.7 acres 3.6 acres 11.5 acres 14.3 acres 17.6 acres 8.2 acres 7.10 acres 7.00 acres Estimated Value 13,000sf 8 $92.00psf + land - $1,496,000 17,000sf 8 $92.00psf + land = $1,850,000 20,000sf $ $92.00psf + land = $2,140,000 3,000sf bldg., 12 gas pumps + land Q $10.00psf = $2,500,000 388,000sf @ $10.00psf NNN = $38,800,000 288,000sf @ $10.00psf NNN = $28,800,000 6.5 acre grocery - 65,000sf @ $9.75psf NNN @ 10% cap = $6,337,500 12.0 acres support retail 130,000sf @ $13.75psf @ 10% cap = $17,875,000 2.4 acre restaurant pad sites (2) 12,000sf bldg. + land @ $1,180,000 10,0008E bldg. + land @ $1,000,000 Convenience store/retail strip 48,000sf @ $100psf = $4,800,000 Power Center 445,0005f 8 $100psf - $44,500,000 Multiplex Theater Complex (20 screens) 84,800sf @ $60.00psf + land = $6,440,000 Hank site/retail 23,000sf @ $100psf - $2,300,000 Commercial retail development 280,000sf @ $100psf = $28,000,000 Retail development 39,000sf @ $100psf = $3,900,000 Neighborhood Shopping Center 125,000sf 8 100psf $12,500,000 Neighborhood Shopping Center 155,000sf Q $100psf = $15,500,000 Commercial retail development 190,000sf Q $100psf = $19,000,000 Neighborhood Shopping Center 90,000sf @ $100psf = $9,000,000 Commercial retail development 77,000sf @ $100psf = $7,700,000 Commercial retail development 76,000sf @ $100psf = $7,600,000 SHADOW CREEK RANCH Total Acreage 23.9 acres Use Retail Site(s) 7.8 acres 12 acres Estimated Value Commercial retail development 85,000sf @ $100ps£ = $8,500,000 Neighborhood Shopping Center 130,000sf @ $100psf = $13,000,000 25.7 acres Commercial retail development 280,000 @ $90.00psf = $25,188,000 Office/Hotel 16.2 acres 10.2 acres -Office Park Dev. (low-rise) 80,000ef 8 $125.00psf = $10,000,000 6.0 acres-200 room hotel 8 $50,000/room = $10,000,000 7.7 acres Office Hldg. Development (2 bldgs.) 60,000af @ $125.00psf = $7,500,000 194.6 acres Multi -Family 23.5 acres $65,000/unit value (8 20 units/acre) 22.10 acres $65,000/unit value 14.8 acres Hospital 9.6 acres 14.6 acres 27.1 acres 37.8 acres 26.20 acres $60,000/unit value 14.20 acres $60,000/unit value 12.8 acres $65,000/unit value 18.9 acres $65,000/unit value 31.3 acres $60,000/unit value 26.2 acres $65,000/unit value 19.4 acres $60,000/unit value 14.8 acres Medical Off. 4.5 acres 5.1 acres 14.6 acres 15.6 acres 11.5 acres Industrial 8.2 acres Assisted Living Senior Housing 7.0 acres 11.5 acres 13.0 acres $30,550,000 $28,730,000 $31,440,000 $17,040,000 $16,640,000 $24,570,000 $37,560,000 $34,060,000 $23,280,000 150 bed regional facility 144,000sf @ $225.00psf = $32,400,000 75,000sf bldg. @ $126.00psf = $9,450,000 75,000sf bldg. 8 $126.00paf = $9,450,000 20 unit/acre density 8 $85,000/unit value = 20 unit/acre density @ $70,000/unit value = 20 unit/acre density @ $70,000/unit value = 145,000af @ $50paf 125,000sf 8 $50paf = 200,000sf 8 $50psf = 230,000af @ $50psf = TOTAL $24,820,000 $21,840,000 $16,100,000 $7,250,000 $6,250,000 $10,000,000 $11,500,000 $730.336.000 Estimated values are based on land use map prepared by Kerry Gilbert G Associates, Inc. and Single Family Housing Market Demand Analysis prepared by American Metro Study. rye Pagientl Shopping center) SHADOW CREEK RANCH The information in this report is derived from many sources, which are deemed reliable. However, Realty Advisory Group, Inc. does not guarantee the accuracy of information and there is no express or implied warranty as to the accuracy of such information, which should be independently verified. It should be noted opinions and projections contained in this study are based on assumptions relating to the general economy, competition, real estate market trends, and other factors beyond the control of Realty Advisory Group, Inc. They are, therefore, subject to material variation, and may not be consistent with views or assumptions held by other real estate professionals. The following individuals and organizations provided information used as a basis for this report: Bill Gilmer, Houston Branch, Federal Reserve Bank; Baca Landata; REVAC; Apartment Data Services; The American Metro Study; Cushman and Wakefield of Texas, Inc.; C.B. Richard Ellis, and The Urban Land Institute. Appendix A-4 Market Letter Prepared by Realty Advisory Group, Inc. Realty Advisory Group, Inc. Houston Austin June 17, 1999 Mr. Gary Cook Collins Brothers Corp. P.O. Box 42427 Las Vegas, NV 89116 RE: 139+ acres, NWC FM518 at SH288, Brazoria County, Texas Dear Gary: Enclosed herewith please find an analysis of the approximately 139 acres at the above -referenced intersection which property is to be a part of the Shadow Creek Ranch TIRZ. The analysis contemplates 4.5 acres of land being utilized for detention in concert with approximately 9.5 acres contiguous to the 139 acres being utilized for the same purpose. Further, approximately 15 acres will be dedicated to rights -of -way and easements leaving net usable acreage of approximately 120 acres. The land uses envisioned will be similar in nature to the commercial land uses in Shadow Creek Ranch near the intersection of FM2234 and SH288. An allowance of time for delivery of infrastructure to the 139 acres has been made based on the Shadow Creek Ranch improvements projections. We trust the information provided is adequate for your purposes and should you have any questions or comments concerning the above, please do not hesitate to contact us. Sincerely, vi " Charles M. Lusk, III, CRE, CCIM Enclosure 1001 West Loop South, Suite 690 Houston, Texas 77027 713/621-6556 FAX 713/621-6132 Shadow Creek Ranch - Addendum 139 acres NWC FM518 @ SH288 The purpose of this Addendum to the Shadow Creek Ranch Commercial Property Market Analysis is to address the residual land contained in the Shadow Creek Ranch Tax Increment Reinvestment Zone, specifically, the approximately 139 acres at the northwest corner of FM518 and SH288. It is contemplated by the owners of Shadow Creek Ranch that the offsite infrastructure required to develop the 139 acre tract will be in place in approximately 2005. For purposes of analysis of absorption, we assume a delivery date of January, 2006 as the date improvements can be delivered in the 139 acres. We have assumed a scenario of the Shadow Creek Ranch land dedicated to detention and 15 way and easements. potential land use compatible with uses, allowing 4.5 acres of land acres of land in street rights-of- SHADOW CREEK RANCH Developed Property Valuation 139 acre Tract, Southeast Quadrant of Shadow Creek Ranch Total Acreage Use Site(s) Estimated Value 43.5 acres Conv. Store/ 2.5 acres 3,000sf bldg., 12 gas pumps + Gas & Restaurant land @ $10psf = $2,500,000 Comm./Ret 41 acres 450,000sf @ $100psf = $4$,000.,000 Mixed Use 10 acres Office/Hank 10 acres 85,000sf bldg. @ $125psf = $10,150,000 18 acres Mixed Use 25 acres 23 acres Office/ Service 6 acres 12 acres 12.5 acres 12.5 acres 200 room hotel @ $50,000 per room = $10,000,000 Commercial retail development 76,000sf @ $100psf = $7,600,000 200,000sf @ $lopsf NNN = $20,000,000 200,000sf @ $10psf NNN = $20,000,000 Multifamily 23 acres 20 units/acre x $60,000/unit = $27,600,000 01 ri 0 0 0 2 ) \ ) ± Appendix A-5 Fort Bend County Agreement THE STATE OF TEXAS COUNTIES OF FORT BEND, BRAZORIA AND HARRIS AGREEMENT I. PARTIES A. Address THIS AGREEMENT ("Agreement") is made by and between the CITY OF PEARLAND, TEXAS ("City"), a municipal corporation and home -rule city of the State of Texas principally situated in the Counties of Fort Bend, Brazoria, and Harris, acting by and through its goveming body, the City Council; FORT BEND COUNTY ("County"), located at 301 Jackson, Suite 719, Richmond, Texas 77469; and the REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS (the "Reinvestment Zone"), a reinvestment zone created by the City of Pearland pursuant to Chapter 311 of the Texas Tax Code, acting by and through its Board of Directors. This Agreement is made pursuant to Section 311.013 of the Texas Tax Code, which Section permits a taxing unit to enter into agreements to pay into the tax increment fund any of its tax increment produced from property located in a reinvestment zone. The initial addresses of the parties, which one party may change by giving written notice of its changed address to the other parties, are as follows: City City Manager or Designee City of Pearland, Texas 3519 Liberty Drive Pearland, Texas 77581 F\TL1532\SHADCRK\ZONEANTEAL02.FBC December 16, 199B, 3:30 p.m. County Fort Bend County Attention County Judge 301 Jackson Street, Suite 719 Richmond, Texas 77469 The Reinvestment Zone Reinvestment Zone Number Two, City of Pearland, Texas Attention: Chairman c/o City of Pearland, Texas 3519 Liberty Drive Pearland, Texas 77581 B. )ndex The City, the County and the Reinvestment Zone hereby agree to the terms and conditions of this Agreement. This Agreement consists of the following sections: Section/Descriotion Page I. PARTIES 1 II. DEFINITIONS 5 III. BACKGROUND 6 IV. OBLIGATIONS OF THE COUNTY 6 V. OBLIGATIONS OF CITY AND THE REINVESTMENT ZONE 8 VI. TERM AND TERMINATION 8 VII. MISCELLANEOUS 9 Exhibit "A" — City of Pearland Ordinance No. 891 C. Parts Incorporated All of the above described sections and documents are hereby incorporated into this Agreement by this reference for all purposes. F \TL 1532\SHADCRK\ZONFLJTERLO2 FBC December 16, 1998, 3 30 p.m -2- IN WITNESS HEREOF, the City, the County and the Reinvestment Zone have made and executed this Agreement in multiple copies, each of which is an original. CITY OF PEARLAND, TEXAS, a home rule municipality City Mayor ATTEST: COUNTERSIGNED: Date FORT BEND COUNTY um I /,2•K.f8 County Judge '0 Date )a -29 0 Commissioner Date Commissioner Date Commissioner Date dam , " City Manager bat Commissioner Date APPROVED AS TO FORM: APPROVED AS TO FORM: / (• 661 3-/a_}oq City Attorney Fdw.mb, ]¢HNXR%VO.tn. LOl. FHC Dwmba 16. 199S. 3.30 9.m. Date -3- Attorney Date REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS By: Date Title: Chairman, Board of Directors ATTEST/SEAL: By: Date Title: Secretary, Board of Directors [The remainder of this page is intentionally left blank.] F:\TL 1532\SHADCRX\ZONSEN FERLO2.FBC December 16, 1998, 3:30 p.m. -4- II. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set out below: "Administrative Costs" means the costs of organizing the Reinvestment Zone, the costs of operating the Reinvestment Zone and the imputed administrative costs associated with the Reinvestment Zone incurred by the City in connection with the implementation of the project plan. "Agreement" means this agreement between the City, the County and the Reinvestment Zone. "Agreement Term" is defined in Section VI. "Captured Appraised Value" means the captured appraised value of the Reinvestment Zone as defined by Chapter 311, Texas Tax Code. "City" is defined in Section I of this Agreement and includes its successors and assigns. "Countersignature Date" means that date shown as the date countersigned by the City Manager on the signature page of this Agreement. The "County" is defined in Section I of this Agreement and includes its successors and assigns. The "County Tax Increment Participation" means the amount of the County tax levy on the Captured Appraised Value which the County agrees to contribute to the Reinvestment Zone pursuant to Subsections A and B of Section IV of this Agreement. Project Plan' means the project plan and reinvestment zone financing plan for the Reinvestment Zone adopted by the board of directors of the Reinvestment Zone and approved by the City Council of the City. "Reinvestment Zone" means Reinvestment Zone Number Two, City of Pearland, Texas created by the City on Dec 21, 1998 by Ordinance No. R91 attached as Exhibit "A," and includes its successors and assigns. "Tax Increment Fund" means the tax increment fund created by the City in the City Treasury for the Reinvestment Zone. F VTLI 532\SHADCRX\ZONBLNFERLO2 FBC Daa"ba 16. 1998. 3:30 p m. -5- Otherwise, the terms used herein shall have the meanings ascribed to them in Chapter 311, Texas Tax Code, as applicable. 111. BACKGROUND Dec 21, 1998 the City created the Reinvestment By Ordinance No. 891 adopted Zone for the purposes of development and redevelopment in the area of the Reinvestment Zone. The City will deposit tax increments produced in the Reinvestment Zone in the Tax Increment Fund. The County desires to participate in the Reinvestment Zone in consideration for the agreements set forth below. The County received written notice from the City of the City's intent to establish the Reinvestment Zone. Such notice was received more than sixty (60) days before the public hearing on the creation of the Reinvestment Zone and conforms in all respects to the requests of §311.003 of the Texas Tax Code. IV. OBLIGATIONS OF THE COUNTY A. Tax Increment Participation by the County For and in consideration of the agreements of the parties set forth herein, and subject to the remaining subsections of this section, the County agrees to participate in the Reinvestment Zone by contributing the below listed amounts of the tax increment produced in the Reinvestment Zone attributable to the County to the Tax Increment Fund during the term of this Agreement (the "County Tax' Increment Participation"). (1) The amount in the years 1999 through 2008 is the amount of taxes collected by the County in each of such years at a County tax rate of $0.624100 per $100 valuation on the Captured Appraised Value. If the County tax rate is less than $0.624100 during such period, then the County Tax Increment Participation is the total amount of taxes collected by the County at the actual tax rate of the County on the Captured Appraised Value. Taxes collected during such period by result of a County tax levy at a tax rate greater than $0.624100 shall be retained by the County. F \TL 1532'SHADCRK\ZONE N EALO2 FBC f>k•mba 16, 1998, 3'30 p m -6- (2) The amount in years 2009 through 2018 is the amount of taxes collected by the County in each of such years at a rate of $0.468075 per $100 valuation on the Captured Appraised Value. If the County tax rate is less than $0.468075 for such year, then the County Tax Increment Participation in such year is the total amount of taxes collected by the County at the actual tax rate of the County on the Captured Appraised Value. Taxes collected by result of a County tax levy at a tax rate greater than $0.468075 shall be retained by the County. (3) The amount in years 2019 through 2028 is the amount of taxes collected by the County in each of such years at a rate of $0.312050 per $100 valuation on the Captured Appraised Value. If the County tax rate is less than $0.312050 for such year, then the County Tax Increment Participation in such year is the total amount of taxes collected by the County at the actual tax rate of the County on the Captured Appraised Value. Taxes collected by result of a County tax levy at a tax rate greater than $0.312050 shall be retained by the County. The County's Tax Increment Participation and obligation to participate in the Reinvestment Zone shall be restricted to its tax increment collected on the Captured Appraised Value in the Reinvestment Zone in the amounts shown above. The County shall not be obligated to pay its County Tax Increment Participation from other County taxes or revenues or until the County Tax Increment Participation in the Reinvestment Zone is actually collected. The obligation to pay the County Tax Increment Participation shall accrue as taxes representing the County tax increment are collected and payment shall be due on the first day of each calendar quarter. B. Expansion of the Investment Zone The obligation of the County to participate in the Reinvestment Zone is limited to the area described in Exhibit "A" attached hereto. The County's participation shall not extend to the tax increment on any additional property added to the Reinvestment Zone by the City unless the County approves the participation. F \TL1532\SHADCRK\ZONFLv]ERLO2 FBC December 16. 199S. 3 30 p m -7- C. Board of Directors As a participating taxing unit, the County shall have the right to appoint one (1) member on the Reinvestment Zone Board of Directors. Failure of the County to appoint a person to the Board of Directors of the Reinvestment Zone by March 1, 1999, shall be deemed a waiver of the County's right to make an appointment by a later date. V. OBLIGATIONS OF CITY AND THE REINVESTMENT ZONE A copy of the Reinvestment Zone Project Plan and any amendments thereto shall be provided to the County before any such plan is finally approved by the Reinvestment Zone. VI. TERM AND TERMINATION A. Agreement Term This Agreement shall become effective as of the date of the final signature hereto, and shall remain in effect until thirty (30) years later. The first payment of the County Tax Increment Participation shall be for those taxes levied by the County in the year 1999 and the last payment by the County under this Agreement is for those taxes levied by the County in the year 2028. B. Early Termination The City shall not adopt an ordinance terminating the Reinvestment Zone earlier than the duration of the Zone established in Ordinance No. 891 without the prior consent of the County, provided that the Reinvestment Zone may otherwise terminate by operation of law. C. Disposition of Tax Increments Upon termination of the Reinvestment Zone, if all public improvements in the Project Plan have been constructed and financed and if all Reinvestment Zone debt is paid in full, the City and the Reinvestment Zone shall pay to the County all monies remaining in the Tax Increment Fund that are attributable to the County Tax Increment Participation. F \TL 1512\SHADCRK\ZONEMNTERL02.FBC December 16, 1998, 3.30 p.m. -8- VII. MISCELLANEOUS A. Severability In the event any term, covenant or condition herein contained shall be held to be invalid by any court of competent jurisdiction, such invalidity shall not affect any other term, covenant or condition herein contained, provided that such invalidity does not materially prejudice either the County, the City or the Reinvestment Zone in their respective rights and obligations contained in the valid terms, covenants or conditions hereof. In the event any term, covenant or condition shall be held invalid and affects in any manner the limitations on the County's contributions or participation, then this Agreement shall be void as to the County and the County shall have no liability for any incremental or other payments as may otherwise be provided for in. this Agreement. B. Entire Agreement This Agreement merges the prior negotiations and understandings of the parties hereto and embodies the entire agreement of the parties, and there are no other agreements, assurances, conditions, covenants (express or implied) or other terms with respect to the covenants, whether written or verbal, antecedent or contemporaneous, with the execution hereof. C. Written Amendment Unless otherwise provided herein, this Agreement may be amended only by written instrument duly executed on behalf of each party. D. Notices All notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third (3rd) day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the respective other party at the address prescribed in Section I of this Agreement or at such other address as the receiving party may have theretofore prescribed by notice to the sending party. F \TL 15321SHADCRX'2ONEVNTERLO2.FBC December 16. 1998. 3 30 p m -9- E. Non -Waiver Failure of any party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. F. Assignment No party shall assign this Agreement at law or otherwise without the prior written consent of the other parties. No party shall delegate any portion of its performance under this Agreement without the written consent of the other parties. G. Successors This Agreement shall bind and benefit the parties and their legal successors. This Agreement does not create any personal liability on the part of any officer or agent of the City or of any trustee, officer, agent or employee of the County. H. No Waiver of Immunity No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of its execution of this Agreement and performance of the covenants contained herein. F TLI 532\SHADCRK\ZONEUNrERLO2.FBC Dezember 16, 1998, 3:30p. m. -10- Appendix A-6 Alvin I.S.D. Interlocal Agreement THE STATE OF TEXAS COUNTIES OF FORT BEND, BRAZORIA AND HARRIS § INTERLOCAL AGREEMENT I. PARTIES A. Address THIS INTERLOCAL AGREEMENT ("Agreement") is made by and between the CITY OF PEARLAND, TEXAS ("City"), a municipal corporation and home -rule city of the State of Texas principally situated in the Counties of Fort Bend, Brazoria, and Harris, acting by and through its governing body, the City Council; ALVIN INDEPENDENT SCHOOL DISTRICT ("AISD"), located at 301 East House Street, Alvin, Texas 77511 and the REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS (the "Reinvestment Zone"), a reinvestment zone created by the City of Pearland pursuant to Chapter 311 of the Texas Tax Code, acting by and through its 13oard of Directors. This Agreement is made pursuant to Chapter 791 of the Texas Government Code and Section 311.013 of the Texas Tax Code. The initial addresses of the parties, which one party may change by giving written notice of its changed address to the other parties, are as follows: City City Manager or Designee City of Pearland, Texas 3519 Liberty Drive Pearland, Texas 77581 otMfA•PCSK•Ciwt)SxTON. 1V373 Sv May 1I. 1090. AISD Alvin Independent School District Attention: Superintendent of Schools 301 East House Street Alvin, Texas 77511 The Reinvestment Zone Reinvestment Zone Number Two, City of Pearland, Texas Attention: Chairman c/o City of Pearland, Texas 3519 Liberty Drive Pearland, Texas 77581 B. Index The City, AISD and the Reinvestment Zone hereby agree to the terms and conditions of this Agreement. This Agreement consists of the following sections: Section/Description Page I. PARTIES 1 II. DEFINITIONS 5 III. BACKGROUND 6 IV. OBLIGATIONS OF AISD 6 V. OBLIGATIONS OF C11'Y AND THE REINVESTMENT ZONE 7 VI. LIMITATIONS ON THE PARTICIPATION OF AISD 7 VII. TERM AND TERMINATION 9 VIII. MISCELLANEOUS 9 Exhibit "A" — City of Pearland Ordinance No. . C. farts Incorporated All of the above described sections and documents are hereby incorporated into this Agreement by this reference for all purposes. ot)lAWCDCCWIOIJSIua iun-us7 Mty ',. 190C -2- IN WITNESS HEREOF, the City, AISD and the Reinvestment Zone have made and executed this Agreement in multiple copies, each of which is an original. CITY OF PEARLAND, TEXAS, a home rule municipality City Mayor ATTEST: (SEAL) COUNTERSIGNED: City Manager Date ALVIN INDEPENDENT SCHOOL DISTRICT eG-11 -Cci Data( President, Boar of Trustees Date APPROVED AS TO FORM: City Attorney :oomioni (x:biousioN RJ373I A) My II. IOW Date -3- ecretary, Bo' cf f Trustees Date deivca—lte/aftfAA--- / Superin rndent of Schools Da REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS By: Date Title: Chairman, Board of Directors ATTEST/SEAL: By: Date Title: Secretary, Board of Directors [The remainder of this page is intentionally left blank.] :CDMAWr1XI(SJIOVSTON 1l))>)1$'7 May 11. 1999. -4- II. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set out below: "Administrative Costs" means the costs of organizing the Reinvestment Zone, the costs of operating the Reinvestment Zone and the imputed administrative costs associated with the Reinvestment Zone incurred by the City in connection with the implementation of the project plan and the AISD Administrative Costs. "Agreement" means this agreement between the City, AISD and the Reinvestment Zone. "Agreement Term" is defined in Section VI. "AISD" is defined in Section I of this Agreement and includes its successors and assigns. "AISD Administrative Costs" the reasonable consulting, accounting, and legal fees incurred by AISD in determining to participate in the Reinvestment Zone, to be incurred by AISD in connection with the approval of the Project Plan, and to he incurred by AISD annually in making the determinations in accordance with Article VI. hereof. "AI SD Tax Increment Participation" means the amount of the AISD tax levy on the Captured Appraised Value which AISD agrees to contribute to the Reinvestment Zone pursuant to Subsections A and B of Section IV of this Agreement. "Captured Appraised Value" means the captured appraised value of the Reinvestment Zone as defined by Chapter 311, Texas Tax Code. "City" is defined in Section I of this Agreement and includes its successors and assigns. "Countersignature Date" means that date shown as the date countersigned by the City Manager on the signature page of this Agreement. OOMAIPCtO0054.10VSTON I\33nuv May 11. 19?9 -5- "Project Plan" means the project plan and reinvestment zone financing plan for the Reinvestment Zone adopted by the board of directors of the Reinvestment Zone and approved by the City Council of the City. "Reinvestment Zone" means Reinvestment Zone Number Two, City. of Pearland, Texas created by the City on December 21, 1998, by Ordinance No. 891, attached as Exhibit "A," and includes its successors and assigns. "State Funds" means the funds provided or potentially available to AISD from the State of Texas, currently being Tier One, Tier Two, and Instructional Facilities Allotment, and any successor or replacement fonn of revenues provided or potentially available to AISD from the State of Texas. "State Funds Formula Calculations" means the current method of calculation and allocation utilized by the Comptroller of Public Accounts of the State of Texas and the Texas Education Agency, or any successors thereto, in determining the amount of State Funds. "Tax Increment Fund" means the tax increment fund created by the City in the City Treasury for the Reinvestment Zone. Otherwise, the terms used herein shall have the meanings ascribed to them in Chapter 311, Texas Tax Code, as applicable. III. BACKGROUND By Ordinance No. 891, adopted December 21, 1998, the City created the Reinvestment Zone for the purposes of development and redevelopment in the area of the Reinvestment Zone. The City will deposit tax increments produced in the Reinvestment Zone in the 'fax Increment Fund. AISD desires to participate in the Reinvestment Zone in consideration for the agreements set forth below. :OOMAW IX)CC)1(MJ$TON_IVnT313‘: !dry 11. 1999. -6- AISD received written notice from the City of the City's intent to establish the Reinvestment Zone. Such notice was received more than sixty (60) days before the public hearing on the creation of the Reinvestment Zone and conforms in all respects to the requirements of §311.003 of the Texas Tax Code. IV. OBLIGATIONS OF AISD A. Tax Increment Participation by AISD For and in consideration of the agreements of the parties set forth herein, and subject to the remaining subsections oi' this section, AISD agrees to participate in the Reinvestment Zone, contributing the below listed amounts of the tax increment produced in the Reinvestment Zone attributable to AISD to the Tax Increment Fund during the term of this Agreement (the "AISD Tax Increment Participation") The amount to be contributed by AISD is one hundred percent (100%) of all taxes collected by AISD each year during the term of' this Agreement at the prevailing AISD tax rate on thc Captured Appraised Value. A!SD's Tax Increment Participation and obligation to participate in thc Reinvestment 7.onc shall be restricted to its tax increment collected on the Captured Appraised Value in the Reinvestment Zone in the percentage shown above. AISD shall not be obligated to pay its AISD Tax Increment Participation from other AISD taxes or revenues or until the taxes representing the AISD tax increment are actually collected. The obligation to pay the AISD Tax Increment Participation shall accrue as taxes representing the AISD Tax Increment are collected by AISD and payment shall be due on the first day of each calendar quarter. The City and the Reinvestment Zone agree that no interest or penalty will be charged to AISD. OPM(A''➢CDOCS'JIOLN IIIN 1U 73l s, May u. Ma -7- B. Expansion of the Investment Zone The obligation of AISD to participate in the Reinvestment Zone is limited to the area described in Exhibit "A" attached hereto. AISD's participation shall not extend to the tax increment on any additional property added to the Reinvestment Zone by the City unless AISD approves the participation. C. Board of Directors As a participating taxing unit, AISD shall have the right to appoint one (1) member on the Reinvestment Zone Board of Directors. Failure of A1SD to appoint a person to the Board of Directors of the Reinvestment Zone by June 1, 1999, shall be deemed a waiver of AISD's right to make an appointment by a later date. In addition, AISD and the City agree that AISD and the City shall jointly appoint one (1) member of the Reinvestment Zone Board of Directors. AISD agrees that, in accordance with State law, AISD Trustees are not eligible for appointment to the Reinvestment Zone Board of Directors. V. OBLIGATIONS OF CITY AND THE REINVESTMENT ZONE A. Copy of Project Plan A copy of the Reinvestment Zone Project Plan and any amendments thereto shall be provided to AISD before any such plan is finally approved. B. Timing of School Construction The City and the Reinvestment Zone agree that AISD will only be asked to build the school facilities as required by the Project Plan when they are needed to serve the population of the Reinvestment Zone. AISD will not be required to build school facilities earlier than such facilities would be needed in accordance with customary procedures established by AISD. Notwithstanding DMIASCDOCSW OUSTON_,v,'J, 15\7 May 11. 1999 -8- anything herein to the contrary, the City and the Reinvestment Zone agree that ATSD shall have the right to determine the location of all school facilities which serve the Reinvestment Zone and such location may be outside the boundaries of the Reinvestment Zone. VI. LIMITATIONS ON THE PARTICIPATION OF AISD A. Changed Circumstances In the event that State Funds Formula Calculations applicable to AISD change so that the participation of AISD in the Reinvestment Zone will result in a decrease or decreases the amount of State Funds available and/or received by AISD, or AISD determines in its sole and independent discretion that it would be in AISD's best interest duc to negative financial impact to AISD, resulting from participation in the Reinvestment Zone, the City and the Reinvestment Zone agree that, at the option of AISD in its sole and independent discretion, (i) the AISD Tax Increment Participation shall be decreased by an amount determined by AISD to account for the amount of the decrease in AISD State Funding as a result of AISD' s participation in the Reinvestment Zone, (ii) the percentage of payments to he made by the Reinvestment Zone to AISD from taxes generated from the AISD Tax Increment Participation under Article VI.C. hereof shall be increased by an amount determined by AISD to account for the amount of the decrease in AISD State Funding as a result of AISD's participation in the Reinvestment Zone, (iii) any combination of the options set forth in subparagraphs (i) or (ii) above, or (iv) AISD may completely withdraw from further participation in the Reinvestment Zone. In addition, in the event the City determines that the continued participation by AISD in the Reinvestment Zone has or will have a negative financial impact on the Reinvestment Zone, then the City shall have the right to terminate AISD's participation in the Reinvestment Zone. -..00NAPtT10CS'JIOi STON_IU3n1517 M,v I1, RJO -9- In the event that the laws applicable to AISD or tax increment reinvestment zones arc changed so that the participation of AISD in the Reinvestment Zone is prohibited, the City and the Reinvestment Zone agree that AISD shall withdraw from further participation in the Reinvestment Zone. If such change of law occurs and AISD withdraws from participation in the Reinvestment Zone, AISD agrees to finance and build school facilities to serve development in the Reinvestment Zone in accordance with customary procedures established by AISD. The City, the Reinvestment Zone and AISD agree that (i) any change to the percentage of the AISD Tax Increment Participation, (ii) any change to the percentage of the taxes generated from the AISD Tax Increment Participation to be paid to AISD in accordance with Article VI.C. hereof, or (iii) the withdraw by AISD from further participation in the Reinvestment Zone, shall be selected by AISD not later than October 31 of each calendar year and shall be effective as of December 31 of the immediately preceding calendar year. AISD agrees to provide written notice to the City and the Reinvestment Zone of any election hereunder on or before October 31 of each calendar year. In the event that AISD elects to withdraw from further participation in the Reinvestment Zone, the City and the Reinvestment Zone agree that AISD shall be paid by the Reinvestment Zone an amount equal to the negative financial impact resulting to AISD during the preceding calendar year from its participation in the Reinvestment Zone. The City and the Reinvestment Zone agree that the Reinvestment Zone's obligation to make such payment shall be payable solely from the prior years taxes generated from AISD Tax Increment Participation, plus any investment earnings thereon. The City and the Reinvestment Zone agree that all taxes generated from AISD Tax Increment Participation, other than those funds disbursed to AISD pursuant to Article VI.C. hereof, shall be held in a special account of the tax increment fund for the Reinvestment Fund (the "AISD Suspense :OI34IA\PCDOCSWOt15TON I1/4:117)ISt May I I. 14.4 -10- Account") for a period of one (1) calendar year. All funds held in the AISD Suspense Fund shall he invested at the written direction of AISD in accordance with Article 2256, Texas Government Code, as amended, and shall not be used, disbursed, pledged or encumbered in any way by the City or the Reinvestment Zone for one (1) full calendar year and during which time such funds shall solely be used to reimburse AISD. Further, the City and the Reinvestment Zone agree that the AISD Administrative Costs shall be paid as Administrative Costs of the Reinvestment Zone. B. Project Plan Approval The City, the Reinvestment Zone and AISD agree that the Project Plan shall specifically include the construction timing, financing and location of school facilities. AISD shall have the right to review and approve the sections of the Project Plan relating to the location, construction timing and financing of school facilities. In the event that the sections of the Project Plan relating to the location, construction timing and financing of school facilities are not approved by AISD, the City and the Reinvestment Zone agree that AISD shall have the right to withdraw from further participation in the Reinvestment Zone. If AISD withdraws from participation in the Reinvestment Zone, all school facilities shall be deleted from the Project Plan and AISD agrees to finance and construct school facilities to serve development in the Reinvestment Zone in accordance with customary procedures established by AISD. Notwithstanding the above, in the event ATS1) does not approve the Project Plan by August 1,1999, the City and the Reinvestment Zone shall have the right to terminate the provisions of this Agreement. C. Use of the AISD Tax Increment Participation :.ODMUPC DOCSO [OU S1 On_ ro p) I TP M.y 1 1.1999 -11- The Reinvestment Zone agrees that twenty-five percent (25%) of the Rinds generated from the AISD Tax Increment Participation will be used to fund (i) the acquisition of land for school facilities, (ii) the construction of park and recreation improvements benefitting AISD taxpayers, (iii) the acquisition of land for such park and recreation improvements, (iv) AISD's pro rata share of water, sewer and drainage facilities to serve the school facilities, and (v) other public improvements in the Project Plan which benefit AISD taxpayers. The Reinvestment Zone agrees that seventy-five percent (75%) of the funds generated from the AISD Tax Increment Participation, without deduction or setoff for costs of collection or any other costs, will be paid to AISD to be used by AISD to construct and operate school facilities within the Reinvestment Zone and for any other lawful purpose consistent with the Project Platt as determined by AISD. Such amounts shall he paid to AISD by the Reinvestment Zone within thirty (30) days of the receipt by the Reinvestment Zone of the taxes generated from the AISD Tax Increment Participation in accordance with Article IV.A. hereof. Notwithstanding the above, AISD agrees that the first school facility to be constructed by AISD for the Reinvestment Zone will be constructed within the boundaries of the Reinvestment Zone if either the Reinvestment Zone or any developer of the Reinvestment Zone funds the costs of such school facility or provides financing acceptable to AISD for the costs of such school facility. VII. TERM AND TERMINATION A. Agreement Term This Agreement shall become effective as of the date of the final signature hereto, and shall remain in effect until the earlier of (a) thirty (30) years later, (h) the later of the fund maturity of any bonds issued by the Reinvestment Zone or final payment of all contractual obligations to complete ::OUMA`Pf rNX$VIOUSYVN_IUIY.115 7 MfY 11. 1999 -12- the Project Plan, or (c) the date ofcarlier termination by AISD in accordance with Article VI hereof The first payment of the AISD Tax Increment Participation shall be for those taxes levied by AISD in the year 1999, and, unless AISD terminates earlier as provided hereunder, the last payment by AISD under this Agreement is for those taxes Levied by AISD in the year 202S. B. Early Termination The City shall not adopt an ordinance terminating the Reinvestment Zone earlier than the duration of the Zone established in Ordinance No. 891, without the prior consent of AISD, provided that the Reinvestment Zone may otherwise terminate by operation of law. C. Disposition of Tax Increments Upon termination of the Reinvestment Zone, if all public improvements in the Project Plan have been constructed and financed and if all Reinvestment Zone debt is paid in full, the City and the Reinvestment Zone shall pay to AISD all monies retraining in the Tax Increment Fund that arc attributable to the AISD Tax Increment Participation. VIII. MISCELLANEOUS A. Severability In the event any term, covenant or condition herein contained shall be held to be invalid by any court of competent jurisdiction, such invalidity shall not affect any other term, covenant Or condition herein contained, provided that such invalidity does not materially prejudice either AISD, the City or the Reinvestment Zone in their respective rights and obligations contained in the valid terms, covenants or conditions hereof. In the event any term, covenant or condition shall be held invalid and affects in any manner the limitations on AISD's contributions or participation, then this Agreement shall be void as to ::OOMk'arPOCSJIOUxmn 10)73:Sri Mry 11, 1999. -13- AISD and AISD shall have no liability for any incremental or other payments as may otherwise he provided for in this Agreement. B. Entire Agreement This Agreement merges the prior negotiations and understandings of the parties hereto and embodies the entire agreement of the parties, and there are no other agreements, assurances, conditions, covenants (express or implied) or other terms with respect to the covenants, whether written or verbal, antecedent or contemporaneous, with the execution hereof. C. Written Amendment Unless otherwise provided herein, this Agreement may be amended only by written instrument duly executed on behalf of each party. D. Notices All notices required or permitted hereunder shall he in writing and shall be deemed delivered whcn actually received or, if earlier, on the third (3rd) day following deposit in aIJnited States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the respective other party at the address prescribed in Section 1 of this Agreement or at such other address as the receiving party may have theretofore prescribed by notice to the sending party. E. Non -Waiver Failure of any party hereto to insist on the strict performance ()laity of the agreements herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict :ODMnv[mOC$VIOUSTON_M33731 <V M&r 11. 1999 -14- compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. F. Assignment No party shall assign this Agreement at law or otherwise without the prior written consent of the other parties. No party shall delegate any portion of its performance under this Agreement without the written consent of the other parties. G. Successors This Agreement shall hind and benefit the parties and their legal successors. This Agreement does not create any personal liability on the part of any officer or agent of the City or of any trustee, officer, agent, employee, or consultant of AISD. H. No Waiver of Immunity No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of its execution of this Agreement and performance of the covenants contained herein. I. Enforceability In the event the provisions of this Agreement are determined to be unenforceable by a court of competent jurisdiction, the City, the Reinvestment Zone and AISD agree that this Agreement shall terminate immediately and the parties shall have no further obligations hereunder. ::ODMAWCDOCSWOUSTON 11337315\7 249:20319-1 OOM WCDOCS W (N.ISTON _ I W 131 f\7 May I I. YXN -15- Appendix A-7 Brazoria County Tax Increment Participation Agreement THE STATE OF TEXAS COUNTIES OF FORT BEND, BRAZORIA AND HARRIS § TAX INCREMENT PARTICIPATION AGREEMENT I. PARTIES A. Address THIS TAX INCREMENT PARTICIPATION AGREEMENT ("Agreement") is made by and between the CITY OF PEARLAND, TEXAS ("City"), a municipal corporation and home -rule city of the State of Texas principally situated in the Counties of Fort Bend, Brazoria, and Harris, acting by and through its goveming body, the City Council; BRAZORIA COUNTY ("County"), located at The Brazoria County Court House, 111 Locust, Angleton, Texas 77515 and the REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS (the "Reinvestment Zone"), a reinvestment zone created by the City of Pearland pursuant to Chapter 311 of the Texas Tax Code, acting by and through its Board of Directors. This Agreement is made pursuant to Chapter 791 of the Texas Govemment Code and Section 311.013 of the Texas Tax Code. The initial addresses of the parties, which one party may change by giving written notice of its changed address to the other parties, are as follows: City County The Reinvestment Zone City Manager or Designee City of Pearland, Texas 3519 Liberty Drive Pearland, Texas 77581 Brazoria County Attention County Judge Brazoria County Court House 111 Locust Angleton, Texas 77515 The Reinvestment Zone Attention President c/o City of Pearland, Texas 3519 Liberty Drive Pearland, Texas 77581 B. Index The City, the County and the Reinvestment Zone hereby agree to the terms and conditions of this Agreement. This Agreement consists of the following sections: Section Description Page I. Parties 1 II. Definitions 5 III. Background 6 IV. Obligations of the County 6 V. Obligations of City and the Reinvestment Zone 8 VI. Term and Termination 9 VII. Miscellaneous 9 Exhibit "A" — City of Pearland Ordinance No. 891 C. Parts Incorporated All of the above described sections and documents are hereby incorporated into this Agreement by this reference for all purposes. A:\BrazoriaCounty-Final.doc -2- IN WITNESS HEREOF, the City, the County and the Reinvestment Zone have made and executed this Agreement in multiple copies, each of which is an original. CITY OF PEARLAND, TEXAS, BRAZORIA COUNTY a home rule municipality City Mayor ATTEST: Date City Secretary (SEAL) COUNTERSIGNED: Date City Manager Date APPROVED AS TO FORM: City Attorney Date County Judge Date Commissioner Date Commissioner Date Commissioner Date Commissioner Date APPROVED AS TO FORM: Attorney Date A:TrazoriaCounry-Final.doc -3- REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS By: Date Title: Chairman, Board of Directors ATTEST/SEAL: By: Date Title: Secretary, Board of Directors [The remainder of this page is intentionally left blank.] AdlnzoriaCounry-Final.doc -4- 1I. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set out below: "Administrative Costs" means the costs of organizing the Reinvestment Zone, the costs of operating the Reinvestment Zone and the imputed administrative costs associated with the Reinvestment Zone incurred by the City in connection with the implementation of the project plan. "Agreement" means this agreement between the City, the County and the Reinvestment Zone. "Agreement Term" is defined in Section VI. "Captured Appraised Value" for a given tax year means the total appraised value of the real property in the Reinvestment Zone less the Tax Increment Base. "City" is defined in Section I of this Agreement and includes its successors and assigns. "Consumer Price Index" means the Consumer Price Index for All Urban Consumers (CPI-U) U. S. City Average, Dallas -Fort Worth, and Houston-Galveston-Brazoria (1982-1984 = 100) as published by the U. S. Department of Labor, Bureau of Labor Statistics. "Countersignature Date" means that date shown as the date countersigned by the City Manager on the signature page of this Agreement. "The County" is defined in Section I of this Agreement and includes its successors and assigns. "County Actual Cost of Service" is the total annual amount Brazoria County has budgeted in a given fiscal year for the Govemmental Services and Operations listed in Exhibit B to this Agreement, divided by the total number of dwelling units in Brazoria County certified to the County by the Brazoria County Appraisal District. "County Unit Cost of Service" means initially the sum of $218 which sum shall be increased by the percentage increase in the CPI from the Base Month (January, 2000) to the respective Comparison Month (January) as determined by the following formula (Comparison Month CPI divided by Base Month CPI times $218.) A:\BrazoriaCounty-Final.doc -5- If the Bureau of Labor Statistics discontinues publication of the CPI, the City and County agree to adopt a substitute index or procedure based on data published by the U. S. Department of Labor or by a public or private university which is intended to reflect any changes in consumer prices. "The County Tax Increment Participation" means the amount of the County tax levy on the Captured Appraised Value which the County agrees to contribute to the Reinvestment Zone pursuant to Subsections A and B of Section IV of this Agreement. "Project Plan" means the project plan and reinvestment zone financing plan for the Reinvestment Zone adopted by the board of directors of the Reinvestment Zone and approved by the City Council of the City. "Reinvestment Zone" means Reinvestment Zone Number Two, City of Pearland, Texas created by the City on December 21, 1998, by Ordinance No. 891, attached as Exhibit "A," and includes its successors and assigns. "Tax Increment Base" means the market value of all real property located in the Reinvestment Zone for the 1998 tax year, as determined by the Brazoria County Central Appraisal District (excluding exemptions). "Tax Increment Fund" means the tax increment fund created by the City in the City Treasury for the Reinvestment Zone. Otherwise, the terms used herein shall have the meanings ascribed to them in Chapter 311, Texas Tax Code, as applicable. III. BACKGROUND By Ordinance No. 891, adopted December 21, 1998, the City created the Reinvestment Zone for the purposes of development and redevelopment in the area of the Reinvestment Zone. The City will deposit tax increments produced in the Reinvestment Zone in the Tax Increment Fund. The County desires to participate in the Reinvestment Zone in consideration for the agreements set forth below. AdBrazoriaCounty-Final.doc -6- IV. OBLIGATIONS OF THE COUNTY A. Tax Increment Participation by the County For and in consideration of the agreement of the parties set forth herein, and subject to the remaining subsections of this section, the County agrees to participate in the Reinvestment Zone by contributing the amount of tax increment produced in the Reinvestment Zone attributable to the County collected by the County in each of the tax years at the tax rate described in Table IV -A below. Tax Year 1999 - 2028 Table IV -A County Tax Rate Per One Hundred Dollars Percentage of of Assessed Value Total County Tax Rate $0.1359 38% In the event the County tax rate is less than the tax rate for the indicated tax year listed above, then the County Tax Increment Participation is the percentage of the total amount of taxes collected by the County at the actual tax rate of the County on the Captured Appraised Value. In a tax year in which the tax rate is greater than the County Tax Rate set forth in Table IV -A ("County Tax Rate"), the County Tax Increment Participation shall be limited to the amount of tax produced at the County Tax Rate, and the County shall retain that portion of the taxes attributable to the County in excess of the actual tax rate levied by the County over the applicable County Tax Rate. The County's Tax Increment Participation and obligation to participate in the Reinvestment Zone shall be restricted to its tax increment collected on the Captured Appraised Value in the Reinvestment Zone in the amounts shown above. The County shall not be obligated to pay its County Tax Increment Participation from other County taxes or revenues or until the County Tax Increment Participation in the Reinvestment Zone is actually collected. The obligation to pay the County Tax Increment Participation shall accrue as taxes representing the County tax increment are collected and payment shall be due on August 1 of each year. AABrazoriaCounty-Finaldoc -7- B. Expansion of the Investment Zone The obligation of the County to participate in the Reinvestment Zone is limited to the area described in Exhibit "A" attached hereto. The County's participation shall not extend to the tax increment on any additional property added to the Reinvestment Zone by the City unless the County approves the participation. C. Board of Directors As a participating taxing unit, the County shall have the right to appoint one (1) member on the Reinvestment Zone Board of Directors. Failure of the County to appoint a person to the Board of Directors of the Reinvestment Zone by September 30, 1999, shall be deemed a waiver of the County's right to make an appointment by a later date. V. OBLIGATIONS OF CITY AND THE REINVESTMENT ZONE A. Copy of the Project Plan A copy of the Reinvestment Zone Project Plan and any amendments thereto shall be provided to the County before any such plan is finally approved by the Reinvestment Zone. Any amendment to the Project Plan shall be submitted to the County for review prior to adoption. B. Operation of Libraries The City and the Reinvestment Zone agree that a County -operated public library will not be constructed in the Reinvestment Zone, unless the County consents to the construction of such library. C. Disannexation Once Reinvestment Zone bonds have been sold, the City agrees that it will never disannex any property within the Reinvestment Zone. D. Responsibility for Reinvestment Zone Debt The City and the Reinvestment Zone agree that the County is not liable for the debt of the Reinvestment Zone, or any debt issued by the City or related instrumentality thereof secured by revenues of the tax increment fund, or other revenues available to pledge to such bonds. A:BrazoriaCowry-Final.doc -8- E. Development in Accordance with the Planned Unit Development The City agrees that all development within the Reinvestment Zone will be in accordance with the Planned Unit Development. The City will enforce the requirements of the Planned Unit Development on all development within the Reinvestment Zone. F. Audit The Reinvestment Zone and the City agree that the County has the right to conduct a reasonable audit of the records, including the financial records of the Reinvestment Zone and access to such records shall not be unreasonably withheld or delayed. The Reinvestment Zone and the City agree to provide the annual financial audit of the Reinvestment Zone within 90 days of the completion of such audit. G. Expenses The City agrees to pay solely from the tax increment fund the direct expenses of the County incurred for financial, legal and planning consultants in determining its participation in the Reinvestment Zone, and in connection with the review of the Project Plan and the negotiation of this Agreement. H. Developer Interest The City agrees that the Project Plan will include a provision that limits the amount of reimbursement to the Developer (for the full amount of eligible Master Improvements, plus amounts required to reimburse the Developer for funds advanced in connection with the creation and administration of the Reinvestment Zone and the conception, design and construction of the TIRZ Improvements), that is reimbursable at simple interest calculated at eight percent per annum, until paid, for a maximum period of five years from the completion of the applicable TIRZ Improvements, to $20 million for the eligible Master Improvements. and $1 million for the creation and administration of the Reinvestment Zone. A: \BrazoriaCounty-Final.doc -9- VI. TERM AND TERMINATION A. Agreement Term This Agreement shall become effective as of the date of the final signature hereto, and shall remain in effect until thirty (30) years later. The first payment of the County Tax Increment Participation shall be for those taxes levied by the County in the year 1999 and the last payment by the County under this Agreement is for those taxes levied by the County in the year 2028. B. Early Termination by City The City shall not adopt an ordinance terminating the Reinvestment Zone earlier than the duration of the Zone established in Ordinance No. 891, without the prior consent of the County, provided that the Reinvestment Zone may otherwise terminate by operation of law. C. Early Termination or Modification by the County (a) Subject to (c) below, the County may reduce its participation in the Zone under this Agreement for the remaining term of the Zone, by the adoption of a written order of the Commissioner's Court adopted prior to September 30 of such year if the Captured Appraised Value is less than 50% of the values for each of the listed tax years indicated in Table VI-C, or (b) Subject to (c) below, that in such listed tax years, if the County Unit Cost of Service is lower than the County's Actual Cost of Service, the County may reduce its participation in the Zone under this Agreement for the remaining term of the Zone so that the County's retained tax increment covers the County's Actual Cost of Service for dwelling units in the Zone by at least 1.32 times, but the reduction percentage may not increase the County's retained tax increment revenue to cover more than County Unit Cost of Service plus ten percent. A:\srazoriaCounty-Final.doc ' -10- Tax Year Table VI-C Captured Appraised Value 2006 $ 655,340,658 2011 $ 1,338,693,425 2016 $ 1,414,004,025 2021 $ 1,414,004,025 2026 $ 1,414,004,025 (c) Provided, however, that if the City, the Zone or an agency or instrumentality of the City or Zone have (1) issued bonds or notes (the "Bonds") secured by revenues in the tax increment fund or under a contract secured by payments of the tax increment revenues, or (2) entered into a project cost agreement(s) for the implementation of the Zone Project Plan pledging the payment of the tax increment for the payment of developer advances then incurred or construction contracts awarded and executed, the County may not reduce its participation under the provisions of subparagraphs (a) or (b) of this Section to an amount less than its cumulative annual pro rata share of the tax increment pledged to make payments on all of such Bonds or agreements. For the purpose of identifying the County's pro rata obligations under this Section, at the time of each issuance of Bonds or the execution of each agreement, the City shall provide to the County a schedule showing the County's pro rata share of all payments to be made for such Bonds or under such agreements that are secured by the County's tax increment under this Agreement. The City may not issue bonds or notes, the payment of principal, interest or premium of which are secured by the tax increment attributable to the County tax increment paid under this Agreement unless the City's financial advisor shall certify in writing to the City Council that the total annual tax increment revenues, less TIRZ administrative fees, is equal to or greater than 125% of the total annual amount to all outstanding and proposed TIRZ bond or note payments and contractual obligations. In the event that no additional taxable improvements are constructed in the Zone by January 1, 2006, the County may terminate this Agreement. A:13razoriaCounty-Final.doc -11- D. Disposition of Tax Increments Upon termination of the Reinvestment Zone, if all public improvements in the Project Plan have been constructed and financed and if all Reinvestment Zone debt is paid in full, the City and the Reinvestment Zone shall pay to the County all monies remaining in the Tax Increment Fund that are attributable to the County Tax Increment Participation. VII. MISCELLANEOUS A. Severability In the event any term, covenant or condition herein contained shall be held to be invalid by any court of competent jurisdiction, such invalidity shall not affect any other term, covenant or condition herein contained, provided that such invalidity does not materially prejudice either the County, the City or the Reinvestment Zone in their respective rights and obligations contained in the valid terms, covenants or conditions hereof. In the event any term, covenant or condition shall be held invalid and affects in any manner the limitations on the County's contributions or,participation, then this Agreement shall be void as to the County and the County shall have no liability for any incremental or other payments as may otherwise be provided for in this Agreement. B. Entire Agreement This Agreement merges the prior negotiations and understandings of the parties hereto and embodies the entire agreement of the parties, and there are no other agreements, assurances, conditions, covenants (express or implied) or other terms with respect to the covenants, whether written or verbal, antecedent or contemporaneous, with the execution hereof.. C. Written Amendment Unless otherwise provided herein, this Agreement may be amended only by written instrument duly executed on behalf of each party. AABrssodiaCounty-Final.doc _12- D. Notices All notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third (3rd) day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested) addressed to the respective other party at the address prescribed in Section I of this Agreement or at such other address as the receiving party may have theretofore prescribed by notice to the sending party. E. Non -Waiver Failure of any party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. F. Assignment No party shall assign this Agreement at law or otherwise without the prior written consent of the other parties. No party shall delegate any portion of its performance under this Agreement without the written consent of the other parties. A:\ BrazoriaCounry-Final.doc -13- G. Successors This Agreement shall bind and benefit the parties and their legal successors. This Agreement does not create any personal liability on the part of any officer or agent of the City or of any trustee, officer, agent or employee of the County. H. No Waiver of Immunity No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of its execution of this Agreement and performance of the covenants contained herein. AABrazoriaCounty-Final.doc -14- EXHIBIT A City of Pearland, Texas, Ordinance No; 891 AN ORDINANCE DESIGNATING A CONTIGUOUS GEOGRAPHIC AREA WITHIN THE CITY OF PEARLAND AS REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS; CREATING A BOARD OF DIRECTORS FOR SUCH ZONE; MAKING VARIOUS FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING A SEVERABILITY CLAUSE. WHEREAS, the City Council has received petitions (the "Petitions"), requesting that a contiguous geographic area in the City of Pearland (the "City"), be designated as a reinvestment zone under the provisions of Chapter 311 of the Texas Tax Code; and WHEREAS, the Petitions were submitted by the owners of property constituting at least fifty percent of the appraised value of the property in the proposed reinvestment zone according to the most recent certified appraisal rolls for Brazoria and Fort Bend Counties, Texas, the counties in which the proposed zone is located; and WHEREAS, the City has prepared a preliminary reinvestment zone financing plan and has presented the plan to the governing body of each taxing unit that levies taxes on real property in the proposed reinvestment zone; provided written notice of its intent to establish the reinvestment zone on September 30, 1998, and made a formal presentation to representatives of Brazoria County, Fort Bend County, Alvin Community College, Brazoria Drainage District No. 4, Pearland Independent School District, Alvin Independent School District and Fort Bend Independent School District pursuant to Section 311.003 of the Texas Tax Code; and WHEREAS, the preliminary reinvestment zone financing plan provides that the City's ad valorem taxes are to be deposited into the tax increment fund, and that taxes of other to log units may be utilized in the financing of the proposed zone; and VEHOU09:73035.1 WHEREAS, following notice thereof, published on December 13, 1998, in the Houston Chronicle, a newspaper of general circulation in the City, a hearing was held on the creation of the proposed zone on December 21, 1998. such hearing being more than 60 days following notice to the taxing units described above; and WHEREAS, at the public hearing, all interested persons were allowed to speak for or against the creation of the proposed zone, its boundaries, or the concept of tax increment financing and evidence was received and presented at the public hearing in favor of the creation of the proposed zone under the provisions of Chapter 311, Texas Tax Code; WHEREAS, no owner of real property in the proposed zone protested the inciusion of his property in the proposed zone; and WHEREAS, in its consideration of the creation of the proposed reinvestment zone, the City Council anticipates the participation of the various other taxing units at levels sufficient to carry out the proposed projects, and if the actual level of participation by the other taxing units is insufficient in the determination of the City Council, the proposed reinvestment zone may he terminated by the City pursuant and subject to the applicable provisions of Chapter 311 of the Texas Tax Code; and WHEREAS, the City will not incur financial obligation solely as a result of the approval of the creation of the reinvestment zone, with any such financial obligations to be incurred only upon further approval by City Council, NOW, THEREFORE, BE TT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. Findings. (a) That the facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct and are adopted as part of this Ordinance for all purposes. VEH0009:73035.1 -2- (b) That the City Council further finds and declares that the proposed improvements in the zone will significantly enhance the value of all the taxable real property in the proposed zone and will be of general benefit to the City. (c) That the City Council further finds and declares that the proposed reinvestment zone meets the criteria of Section 311.005 of the Texas Tax Code because the proposed zone is an area designated in a petition submitted by the owners of property constituting at least 50 percent of the appraised value of the property in the area requesting that the area be designated as a reinvestment zone. (d) That the City Council, pursuant to the requirements of Chapter 311, Texas Tax Code, further finds and declares: (1) That the proposed zone is a contiguous geographic area located wholly within the corporate limits of the City of Pearland; (2) That the total appraised value of taxable real property in the proposed zone, and in existing reinvestment zones, if any, does not exceed fifteen percent of the total appraised value of taxable real property in the City and in industrial districts created by the City; (3) That the proposed zone does not contain more than fifteen percent of the total appraised value of real property taxable by Brazoria County, Fort Bend County, Alvin Independent School District, or Fort Bend Independent School District; (4) That development or redevelopment within the boundaries of the proposed zone will not occur solely through private investment in the reasonably foreseeable future. Section 2. Designation of the Zone That the City, acting under the provisions of Chapter 311, Texas Tax Code (the "Act"), including Section 311.005(a)(5), does hereby create and designate a reinvestment zone over the area VEH0009:73035.I -3- described in Exhibit "A" and depicted in the map attached hereto as Exhibit "B." The reinvestment zone shall hereafter be identified as Reinvestment Zone Number Two, City of Pearland, Texas (the "Zone"). The City Council specifically declares that the Zone is designated pursuant to Section 311.005(a)(5) of the Texas Tax Code. Section 3. Board of Directors That there is hereby created a Board of Directors for the Zone, which shall consist of nine (9) members. Position One on the Board of Directors shall be filled by the State Senator representing the area included within the Zone or his or her designee. Position Two on the Board shallbe filled by the State Representative representing the area included within the Zone or his or her designee. The Mayor is hereby authorized to nominate and appoint the remaining seven (7) members of the Board to Positions Three through Nine, subject to the consent and approval of the City Council; provided, however, that (i) Brazoria County shall be entitled to appoint a director to Position Nine if Brazoria County approves the payment of all or part of the tax increment attributable to Brazoria County, (ii) Fort Bend County shall be entitled to appoint a director to Position Eight if Fort Bend County approves the payment of all or part of the tax increment attributable to Fort Bend County, (iii) the Alvin Independent School District ("Alvin ISD") shall be entitled to appoint a director to Position Seven if Alvin ISD approves the payment of all or part of the tax increment attributable to Alvin ISD, and (iv) the Fort Bend Independent School District ("Fort Bend ISD") shall be entitled to appoint a director to Position Six if Fort Bend ISD approves the payment of all or part of the tax increment attributable to Fort Bend ISD. Failure of Brazoria County, Fort Bend County, Alvin ISD, or Fort Bend ISD to appoint a director by March 1, 1999, shall be deemed a waiver of that taxing unit's right to appoint a director, and the Mayor shall be entitled to nominate and appoint persons to such positions, subject to the consent and approval of City Council. VEH0009:73035.1 -4- The directors or their designees in Position One and Position Two shall be members of the board by operation of law pursuant to Section 311.009(b), Texas Tax Code. The initial directors appointed to Positions Three, Four and Five shall be appointed for two-year terms, beginning January 1, 1999, while the directors appointed to Positions Six, Seven, Eight and Nine shall be appointed to one-year terms, beginning January 1, 1999. All subsequent appointments shall be for two-year terms. The member of the Board of Directors appointed to Position Three is hereby designated to serve as the chair of the Board of Directors for a term beginning January 1, 1999, and ending December 31, 1999. Thereafter, the Mayor shall annually nominate and appoint, subject to City Council approval, a member to serve as chair for a term of one year beginning January 1 of the following year. The City Council authorizes the Board of Directors to elect from its members a vice chairman and such other officers as the Board of Directors sees fit. The Board of Directors shall prepare or cause to be prepared and adopt a project plan and a reinvestment zone financing plan for the Zone as described in Section 311.011, Texas Tax Code, and shall submit such plans to the City Council for its approval. The City hereby delegates to the Board of Directors all powers .necessary to administer, manage and operate the Zone and prepare and implement the project plan and reinvestment zone financing plan, subject to approval by the City Council, including the power to employ any consultants or enter into any reimbursement agreements payable solely from the Tax Increment Fund established pursuant to Section 6 of this Ordinance subject to the approval of the City Manager, that may be reasonably necessary to assist the Board of Directors in the preparation of the project plan and reinvestment zone financing plan and in the issuance of tax increment obligations. Section 4. Duration of the Zone That the Zone shall take effect on January 1, 1999, and termination of the operation of the Zone shall occur on December 31, 2028, or at an earlier time designated by subsequent ordinance, VEH0009:73035.I -5- or at such time, subsequent to the issuance of tax increment bonds, if any, that all project costs, tax increment bonds, and the interest on the bonds, have been paid in full. Section 5. Tax Increment Base That the Tax Increment Base for the Zone is the total appraised value of all real property taxable by the City and located in the Zone, determined as ofJanuary 1, 1998, the year in which the Zone was effective and designated as a reinvestment zone (the "Tax Increment Base"). Section 6. Tax Increment Fund That there is hereby created and established a Tax Increment Fund for the Zone which may be divided into subaccounts as authorized by subsequent ordinances. All Tax Increments, as defined below, shall be deposited in the Tax Increment Fund. The Tax Increment Fund and any subaccounts shall be maintained at the depository bank of the City and shall be secured in the manner prescribed by law for Texas cities. The annual Tax Increment shall equal the amount by which the then -current appraised value of all taxable real property located in the Zone exceeds the Tax Increment Base of the Zone. less any amounts that are to be allocated from the Tax Increment pursuant to the Act. All revenues from the sale ofany tax increment bonds or other notes hereafter issued by the City, if any, revenues from the sale of property acquired as part of the tax increment financing plan, if any, and other revenues to be used in the Zone shall be deposited into the Tax Increment Fund. Money shall be disbursed from the Tax Increment Fund only to pay project costs for the Zone, as defined by the Texas Tax Code, to satisfy the claims of holders of tax increment bonds or notes issued for the Zone or pursuant to any agreement the Board of Directors considers necessary or convenient to implement the Zone's project plan and reinvestment zone financing plan and achieve their purposes. Section 7. Severability If any provision, Section, subsection, sentence, clause or phrase of this Ordinance, or the application of same to any person or set of circumstances, is for any reason held to be VEH0009:73035.1 -6- unconstitutional, void or invalid, the validity of the remaining provisions of this Ordinance or their application to other persons or set of circumstances shall not be affected thereby, it being the intent of the City Council in adopting this Ordinance that no portion hereof or regulations contained herein shall become inoperative or fail by reason of any unconstitutionality voidness or invalidity of any portion hereof, and all provisions of this Ordinance are declared severable for that purpose. Section 8. Open Meetings It is hereby found, determined and declared that a sufficient written notice of the date, hour, place and subject of the meeting of the City Council at which this Ordinance was adopted was posted at a place convenient and rapidly accessible at all times to the general public at the City Hall of the City for the Time required by law preceding this meeting, as required by the Open Meetings Law, Texas Gov't Code Ann., ch. 551, and that this meeting has been open to the public as required by law at all times during which this Ordinance and the subject matter hereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 9. Notices The contents of the notice of the public hearing, which hearing was held before the City Council on December 21, 1998, and the publication of said notice, is hereby ratified, approved and confirmed. VE 0009:7aws.I -7- PASSED AND APPROVED on First Reading this the )'f day of December, 1998. Torn Reid Mayor ATTEST: PASSED, APPROVED AND ADOPTED on Second and Final Readin1t 's thea day of December, 1998. ATTEST: APPROVED AS TO FORM: Darrin M. Coker City Attorney VEHOU09:73035.I -8- Tom Reid Mayor November 3. 1998 Job No. 1545.9803-100 DESCRIPTION OF 3467 ACRES. MORE OR LESS SHADOW CREEK RANCH TAX INCREMENT REINVESTMENT ZONE Bring 3467 acres of land, more or less, located in the Dupe and Roberts Survey. Abstract 726, Brazoria County; William Morris Survey, Abstract 344, Brazoria County; T. C. R. R. Co. Survey, Section 3, Abstract 678, Brazoria County; T. C. R .R. Co. Survey, Section 4 (John W. Marcy), Abstract 675, Brazoria County; Obediah Pitts Survey, Abstract 717, Brazoria County H,T. & B. R R Co. Survey, Section 80 (J.S. Talmage), Abstract 564, Brazoria County; H. T. & B. R R Co. Survey, Section 81, Abstract 300, Brazoria County; H. T. & B. R. R Co. Survey, Section 82 (J. S. Talmage), Abstract 565, Brazoria County; H. T. & B. R It Co. Survey, Section 83, Abstract 305 in Brazoria County and Abstract 761 in Fort Bend County; S.G. Haynie Survey, Abstract 212 in Brazoria County and Abstract 620 in Fort Bend County; Franklin Hooper Survey. Abstract 198, Fort Bend County; George W. McDonald Survey, Abstract 577. Fort Bend County; I. C. Stafford Survey, Abstract 668, Fort Bend County and the H. Levering Survey, Abstract 279, Fort Bend County, Texas; said 3467 acres, more or less, being more particularly described as follows: BEGINNING at the common north corner of Lots 3 and 4, Block 10 of the ALLISON - RICHEY GULF COAST HOME CO'S PART OF SUBURBAN GARDENS, SEC.'S 3 & 4, T.C.RR SURVEY AND SEC. 82. H. T. & B. R R CO. SURVEY & OBEDIAH PITTS SURVEY, a subdivision of record in Volume 2, Page 99 of the Plat Records of Brazoria County, Texas (B.C.P.R.) also being on the common line of the aforementioned T.C.RR Co. Survey, Section 4 and the Dupuy and Roberts Survey; THENCE, SOUTHERLY, 782 feet, more or less, along the common line of said Lots 3 and 4, to a point for comer on the southerly right-of-way line of Farm to Market Road 2234. 160 feet wide: THENCE, EASTERLY, 998 feet. more or Tess. along said southerly right-of-way line and its easterly extension. to a point for corner on the west line of the J. Crawley Survey. Abstract 174. Brazoria County, Texas: THENCE, SOUTHERLY, 3482 feet, more or less, along the west line of said J. Crawley Survey to a point for corner on the centerline of Hughes Ranch Road. also being the southwest corner of said J. Crawley Survey; THENCE, EASTERLY, 421 feet, more or less, along the southerly line of said J. Crawley Survey and along said centerline of Hughes Ranch Road, to a point for corner on the centerline of State Highway 288; 3467 Acres November 3. 1998 lob No. 1545-9803-100 THENCE. SOUTHERLY. 5326 feet. more or Tess. along said centerline of State Highway 288 to a point for comer on the southerly line of County Road 92, 40 foot wide. a dedicated road as shown on aforementioned ALLISON-RICHEY GULF COAST HOME CO.'S PART OF SUBURBAN GARDENS: THENCE, WESTERLY, 9448 feet, more or less, along the southerly line of said County Road 92, to a point for corner on the west line of aforementioned H. T. & B. R. R Co. Survey. Section 80 and the east line the H. T. & B. R R Co. Survey, Section 84 (R. B. Lyle), Abstract 538 in Brazoria County and Abstract 767 in Fort Bend County; THENCE, NORTHERLY, 20 feet, more or Tess, along the common line of said H. T. & B. R R. Co. Survey, Section 80 and Section 84, to a point for corner, same being the common corner of said H. T. & B. R R Co. Survey, Section 80 and Section 84 and aforementioned H. T. & B. R R Co. Survey. Section 82 and Section 83; THENCE, WESTERLY, 5280 feet, more or less, along the common line of said H. T. & B. R. R Co. Survey, Section 83 and Section 84, to a point for corner on the east line of aforementioned Franklin Hooper Survey, same being the common west corner of said H. T. & B. R R Co. Survey, Section 83 and Section 84; THENCE, SOUTHERLY. 158 feet. more or less, along the common line of said H. T. & B. R R Co. Survey. Section 84 and the Franklin Hooper Survey, to a point for corner, same being the southeast corner of said Franklin Hooper Survey and the northeast corner of the A.B. Langerman Survey. Abstract 555. Fort Bend County, Texas: THENCE, EASTERLY, 2636 feet, more or less, along the common line of said Franklin Hooper Survey and said AB. Langerman Survey, to a point for corner on the easterly right-of-way line of Farm to Market Road 521; THENCE, NORTHEASTERLY. 9667 feet, more or less, along said eastern- right-of-way line, to a point for corner on the centerline of Clear Creek THENCE, NORTHEASTERLY, 1327 feet, more or less. along the centerline of Clear Creek to a point for corner on the aforementioned southerly right-of-way line of Farm to Market Road 2234: THENCE, SOUTHEASTERLY. 1519 feet, more or less, along said southerly right-of-way line to a point for Page 2 of 3 3467 Acres corner on the of Fort Bend and Brazoria County line; November 3. 1998 Job No. 1545-9803-100 THENCE, NORTHEASTERLY, 577 feet, more or less, along said county line, to a point for corner at the common corner of Brazoria, Fort Bend and Harris Counties: THENCE, NORTHEASTERLY, 2426 feet, more or less, along the of Brazoria and Harris County line, to a point for corner in the aforemention centerline of Clear Creek THENCE, EASTERLY, 8250 feet, more or less, along the centerline meanders of Clear Creek to a point for corner on the northerly line of aforementioned Lot 3. Block 10 of said ALLISON-RICHEY GULF COAST HOME CO'S PART OF SUBURBAN GARDENS, same being on the aforementioned common survey line of the T. C. R R Co. Survey, Section 4 and the Dupuy and Roberts Survey; THENCE, EASTERLY, 453 feet, more or less, along said north line of Lot 3, Block 10 and said common survey line to the POINT OF BEGINNING and containing 3467 acres, more or Less. LJA Engineering & Surveying, Inc. Page 3 of 3 EXHIBIT B Exhibit 1 Brazoria County Budget Line Items to be included in Cost of Service Calculation Department County Court at Law #1 County Court at Law #2 County Court at Law #3 District Courts Judicial Miscellaneous District Attorney Constable - Precinct 2 Sheriff's Office Detention Center Juvenile Probation JP Precinct#2, Place 1 JP Precinct #2, Place 2 CountyClerk District Clerk EMS Fire 1999 Budgeted Amount $ 249,672 259,457 257,985 596,395 1,138,831 1,836,822 42,031 8,092,359 1,533,007 202,343 290,389 1,297,985 962,000 6,000 4,478 Total Prepared by Estrada HinoJosa: Page 1 of 1 16,769,734