R2011-149 - 2011-11-28ATTEST:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO A SUB DEVELOPER REIMBURSEMENT AGREEMENT
ASSOCIATED WITH TAX INCREMENT REINVESTMENT ZONE NO. 2.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Sub Developer Reimbursement Agreement, a copy of
which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby
authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest a Sub Developer Reimbursement Agreement.
PASSED, APPROVED and ADOPTED this the 28 day of November, A.D., 2011.
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
RESOLUTION NO. R2011 -149
TOM REID
MAYOR
SUB DEVELOPER REIMBURSEMENT AGREEMENT
This SUB DEVELOPER REIMBURSEMENT AGREEMENT (this
"Agreement is made and entered into as of the 14th day of November, 2011, by and
between the CITY OF PEARLAND, TEXAS (the "City a municipal corporation and a
home -rule city located in the Counties of Harris, Brazoria, and Fort Bend, Texas (the
"City REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS
(the "Reinvestment Zone a reinvestment zone created by the City pursuant to
Chapter 311, Texas Tax Code, acting by and through its Board of Directors (the "Zone
Board and 518SCR, LTD. "Sub- Developer a Texas limited partnership.
RECITALS
Exhibit "A"
Resolution No. R2011 -149
A. Sub Developer plans to develop approximately 315.292 acres of land, as
more particularly described on Exhibit A attached hereto (the "Property into single
family residential lots; and
B. The City created the Reinvestment Zone and appointed members of the
Zone Board which adopted the Project Plan and Reinvestment Zone Financing Plan,
including any amendments thereto, in particular Amendrnent No. 1 to the Plan which
was approved by the Zone Board on March 27, 2006, (collectively, the "Plans and
singularly as relevant to this Agreement, "Amendment No. 1 which Plans have been
approved by the City.
C. The Reinvestment Zone desires to implement the Plans and to provide for
the construction of certain TIRZ Improvements as described in the Plans.
D. The Sub Developer has requested and Reinvestment Zone has agreed, that
Sub Developer will construct and pre- finance certain TIRZ Improvements related to the
Property which are described as to be constructed by the Master Developer in
Amendment No. 1, subject to reimbursement by the City and the Reinvestment Zone
from the Tax Increment Fund, as provided in this Agreement and the Plans.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties do hereby agree as follows:
AGREEMENT
1. Incorporation of Recitals. The representations, covenants and recitations
set forth in the foregoing recitals are material to this Agreement and are hereby
357249
incorporated into and made a part of this Agreement as through they were fully set
forth in this Section.
2. Cooperation. The Parties agree to take such actions, including the
execution and delivery of such documents, instruments, petitions and certifications
(and, in the case of the Reinvestment Zone, the adoption of such orders and
resolutions), as may be necessary or appropriate, from time to time, to carry out the
terms, provisions and intent of this Agreement and to aid and assist each other in
carrying out said terms, provisions and intent.
3. Payment and Reimbursement.
(a) Sub Developer shall let contracts for the design and construction of
those TIRZ Improvements described in Amendment No. 1 in the manner provided by
subsections (1) and (2) of this section (the "TIRZ hmprovements").
(1) To initiate the construction of a TIRZ Improvement, Sub
Developer shall provide a written request therefore to the Zone Board (i) describing the
requested TIRZ Improvements, (ii) specifying the estimated schedule for the design and
construction, (iii) estimating the likely costs thereof, as certified by the Reinvestment
Zone's engineer, and comparing such estimate to the TIRZ budget established for such
TIRZ Improvements in the Plans, and (iv) specifying the area within the Zone which is
benefited by such TIRZ Improvements over which the available Tax Increment is to be
applied for purposes of determining when reimbursement is to be made. If the
Reinvestment Zone's engineer determines that the requested TIRZ Improvements
qualify for reimbursement, Sub Developer may proceed to design and construct the
requested TIRZ Improvements in accordance with the procedures set forth herein.
(2) For purposes of record- keeping and establishing a priority of
reimbursement, the Reinvestment Zone and Sub Developer shall execute a letter
agreement for each phase of construction, substantially in the form attached as Exhibit
B. The purpose of the letter agreement is to confirm that Sub Developer will design and
construct a phase of the TIRZ Improvements, will pre finance all associated costs of
such phase, and will be reimbursed by the City and the Reinvestment Zone from bond
proceeds or uncommitted Tax Increment, all in accordance with the terms and
conditions of this Agreement and the Plans. It should be specifically noted that neither
the Alvin ISD nor the Fort Bend ISD participates in contribution of taxes to property
within Amendment No. 1.
(b) If Sub Developer follows the procedures set forth herein and after
the Reinvestment Zone engineer and auditor have certified in letters in substantially the
form attached as Exhibits C and D that the TIRZ Improvements have been completed
and are in order for reimbursement, the Reinvestment Zone shall reimburse Sub-
357249
Developer for all amounts advanced to the Reinvestment Zone pursuant to this
Agreement, plus appropriate interest up to the amount certified by the Reinvestment
Zone engineer and auditor to be within the TIRZ budget (as may be adjusted for
inflation) established for such TIRZ Improvements in the Plans.
(c) The Reinvestment Zone shall be obligated to reimburse Sub
Developer solely, and in order of priority, from (i) bond proceeds or (ii) uncommitted
Tax Increment if such funds are available and are not reasonably expected to be
required by the Reinvestment Zone for debt service on bonds issued for reimbursement
purposes or for administrative expenses. In accordance with the Plans, priority for the
reimbursement of advances is as follows: (i) creation and administration, (ii) Master
Developer TIRZ Improvements, and (iii) Sub Developer TIRZ Improvements in the
order in which constructed and to the extent sufficient tax increment has been created
on the Property. The Reinvestment Zone agrees to request at the earliest feasible date
that the City issue bonds and the City agrees to use its best efforts to issue bonds to
fund reimbursements at such time as the City's financial advisor certifies that the
unencumbered Tax Increment (exclusive of Tax Increment contributed by the Alvin
ISD) generated within the area benefited by the TIRZ Improvements is sufficient to
support the applicable bonds and satisfies the coverage test and any additional
requirements set forth in the Plans. The Reinvestment Zone's obligation to reimburse is
conditioned on: (i) the approval of the issuance of the bonds by the City, the Attorney
General of Texas and any other governmental authority having jurisdiction thereover;
and (ii) the successful marketing, sale and closing of the bonds, or if bonds are not the
source of reimbursement, that sufficient tax increment allocated to the Property is
available pursuant to the Reinvestment Zone's priority of reimbursement policy
described herein.
4. Powers.
(a) The Reinvestment Zone hereby represents and warrants to Sub
Developer that the Reinvestment Zone has full constitutional and lawful right, power
and authority, under currently applicable law, to execute and deliver and perform the
terms and obligations of this Agreement, and all of the foregoing have been or will be
duly and validly authorized and approved by all necessary proceedings, findings and
actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation
of the Reinvestment Zone, is enforceable in accordance with its terms and provisions
and does not require the consent of any other governmental authority.
(b) Sub Developer hereby represents and warrants to the Reinvestment
Zone that Sub Developer has full lawful right, power and authority to execute and
deliver and perform the terms and obligations of this Agreement and all of the
foregoing have been or will be duly and validly authorized and approved by all
necessary actions of Sub- Developer. Concurrently with Sub Developer's execution of
357249
this Agreement, Sub Developer has delivered to the Reinvestment Zone copies of the
resolutions or other corporate actions authorizing the execution of this Agreement and
evidencing the authority of the persons signing this Agreement on behalf of Sub
Developer to do so. Accordingly, this Agreement constitutes the legal, valid and
binding obligation of Sub Developer and is enforceable in accordance with its terms
and provisions.
5. Time of Essence. Time is of the essence to this Agreement. The Parties
will make every reasonable effort to expedite the subject matters hereof and
acknowledge that the successful performance of this Agreement requires their
continued cooperation. All dates and time periods provided for in this Agreement shall
be delayed during any pending or threatened litigation that would affect the ability to
issue the bonds, acquire the Property or commence or continue with construction of
TIRZ Improvements or the project, for a time period equal to the duration of such
litigation.
(a) A Party shall be deemed in default under this Agreement (which
shall be deemed a breach hereunder) if such Party fails to materially perform, observe
or comply with any of its covenants, agreements or obligations hereunder or breaches
or violates any of its representations under this Agreement.
(b) Before any failure of any Party to this agreement to perform its
obligations under this Agreement shall be deemed to be a breach of this Agreement, the
Party claiming such failure shall notify, in writing, the Party alleged to have failed to
perform of the alleged failure and shall demand performance. No breach of this
Agreement may be found to have occurred if performance has commenced to the
reasonable satisfaction of the complaining Party within thirty (30) days of the receipt of
such notice, subject, however, to the terms and provisions of Section 6(c). Each of the
Parties shall have the affirmative obligation to mitigate its damages in the event of a
default by the other Party.
(c) Notwithstanding anything in this Agreement which is or may
appear to be to the contrary, if the performance of any covenant or obligation to be
performed hereunder by any Party is delayed as a result of circumstances which are
beyond the reasonable control of such Party (which circumstances include, without
limitation, pending or threatened litigation, acts of God, war, acts of civil disobedience,
fire or other casualty, shortage of materials, adverse weather conditions (such as, by
way of illustration and not limitation, severe rain storms or below freezing
temperatures, or tornados) labor action, strikes or similar acts) the time for such
performance shall be extended by the amount of time of such delay. The Party claiming
delay of performance as a result of any of the foregoing "force majeure" events shall
357249
6. Default.
deliver written notice of the commencement of any such delay resulting from such force
majeure even not later than seven (7) days after the claiming Party becomes aware of
the same, and if the claiming Party fails to so notify the other Party of the occurrence of
a "force majeure" event causing such delay, the claiming Party shall not be entitled to
avail itself of the provisions for the extension of performance contained in this Section.
7. Amendment. This Agreement, and any exhibits attached hereto, may be
amended only by the mutual agreement of the Parties evidenced by a written
amendment and by the execution of such written amendment by the Parties or their
successors in interest.
8. Entire Agreement. This Agreement (including all exhibits attached to this
Agreement) sets forth all agreements, understandings and covenants between and
among the Parties relative to those matters herein contained; provided, however, that
the terms of this Agreement shall be construed in pari materia so as to give effect to the
intent of the Parties. This Agreement supersedes all prior agreements, negotiations and
understandings, written and oral and shall be deemed a full integration of the entire
agreement of the Parties.
9. Severability. If any provision, covenant, agreement or portion of this
Agreement, or its application to any person, entity or property, is held invalid, such
invalidity shall not affect the application of any other provisions, covenants, agreements
or portions of this Agreement and, to that end, all provisions, covenants, agreements or
portions of this Agreement are declared to be severable.
10. Texas Law. This Agreement shall be construed in accordance with the
laws of the State of Texas, and any actions concerning this Agreement shall be brought
in either the Texas State District Courts of Brazoria County, Texas or the United States
District Court for the Southern District of Texas.
11. Notice. Any notice under this Agreement (except as otherwise expressly
required) shall be written and mailed, or sent by rapid transmission confirmed by
mailing written confirmation at substantially the same time as such rapid transmission,
or personally delivered to an officer of the receiving party at the following addresses:
357249
If to the City: City Manager
City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Re: Reinvestment Zone Number Two
With a copy to: City Attorney
City of Pearland
357249
If to the Zone: City Manager
City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Re: Reinvestment Zone Number Two
With a copy to:
3519 Liberty Drive
Pearland, Texas 77581
Re: Reinvestment Zone Number Two
Allen Boone Humphries Robinson LLP
3200 Southwest Freeway, Suite 2600
Houston, TX 77037
Attn: Lynne B. Humphries
If to the Developer: 518SCR, Ltd.
c/o Perry Homes
P.O. Box 34306
Houston, TX 77234
Attn: Richard C. Hale
12. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
agreement.
13. Consent or Approval. Except as otherwise provided in this Agreement,
whenever consent or approval of either Party is required, such consent or approval
shall not be unreasonably withheld.
14. Term of Agreement. The term of this Agreement shall commence on the
date first above written and shall continue until the date "Termination Date on which
Sub Developer has been fully reimbursed for all amounts advanced to the
Reinvestment Zone and interest on such amounts in accordance with Section 3 of this
Agreement.
15. Interpretation. This Agreement has been jointly negotiated by the Parties
and shall not be construed against a Party because that Party may have primarily
assumed responsibility for the drafting of this Agreement.
16. Exhibits and Schedules. All exhibits and schedules attached hereto are
declared to be a part of this Agreement and are incorporated herein by this reference.
[EXECUTION PAGES FOLLOW.]
IN WITNESS WHEREOF, the Parties have duly executed this Agreement
pursuant to all requisite authorizations as of the date first above written.
CITY:
CITY OF PEARLAND, TEXAS
/I —
By: :1/
Name: Bill Eisen
Title: City Manager
ATTEST:
By: = .�QEP�tA,C,7s
J, _�.S I �. ?,
Na ou .1 orfin• = `•�� il
v. �� ;
Titl if
City -cretary
,,,,,,N„,,,.,REINVESTMENT ZONE:
REINVESTMENT ZONE NUMBER
TWO, CITY OF PEARLAND,TEXAS
By:
Name: Kenneth hillps
Title: TIRZ No. 2 Chairman
ATTEST:
By: l0
if 1 , I P
Name: Mike Pybu n
Title: TIRZ No. 2 Secretary
Perry Homes Agreement
SUB-DEVELOPER:
518SCR,LTD.,
a Texas limited partnership
By: PWSA, Inc.,
a Texas corporation,
as the Sole General
\General Partner
By:
I /��`
Name: Richard C. Hale
Title: Senior Vice President
357249
EXHIBIT A
DESCRIPTION OF
315.292 ACRES
June 21, 2010
Job No. 1545 -2010
Being 315.292 acres of land located In the H.T, B.R.R. Co. Survey, Section 84,
Abstract No, 538, Brazorla County, Texas and Abstract No. 767, Fort Bend County, Texas,
more particularly being those certain tract of and conveyed to Pearland Investments Limited
Partnership as follows: all of the residue of that certain called 160.048 acre tract by instrument
of record under File No. 03- 044886 and Document No. 2004059020, Official Records of
Brazoria County, Texas (B.C.O.R.), all of that certain called 80.01 acre tract by instrument of
record under Document No. 2006057599, B.C.O.R, and File No. 2006121315, Official Public
Records of Fort Bend County, Texas (F.B.C.O.P.R.), all of that certain called West One -Half of
the West One -Half of the West One -Half (W1/2 of W1 /2 of W1 /2) of aforementioned H.T.
B.R.R. Co. Survey, Section 84, by instrument of record under Document No. 2006057597,
B.C.C.R. and File No. 2006121316, F.B.C.O.P.R.; said 315.292 acres being more particularly
described by metes and bounds as follows, all bearings referenced to Texas Coordinate
System, South Central Zone (NAD 27);
BEGINNING a point in the centerline of County Road 59 and in the southerly line of said
Section 84, the northerly line of J. S. Talmage Survey, Abstract 566, same being the southwest
corner of Lot 4, Block 84 as shown on Allison Richey Gulf Coast Home Co's Part of Suburban
Gardens, a subdivision of record in Volume 2, Page 98, Plat Records, of said Brazoria County
(B.C.P.R.), said Lot 4, Block 84 being conveyed to Florence Ferrer and spouse Fernando
Ferrer, by instrument recorded under File Number 00- 000868, B.C.O.R.;
Thence, with the common survey line of said Section 84 and J. S. Talmage Survey,
South 86 °46' 14" West, 1,320.00 feet to a point for corner;
Thence, leaving said common survey line, North 03° 13' 07" West, 32.01 feet to a point
for corner on the north line of a called 0.497 acre roadway easement conveyed to Brazoria
County, by instrument of record In Volume (85) 140, Page 964, B.C.O.R. and amended by
Volume (87) 466, Page 749, B.C.O.R.;
Page 1 of 3
\Proldski \SURVE A1545\2010 \M &B \tract south of broadway (bad 19) 315.292ac.dou
315,292 acres June 21, 2010
Job No. 1545 -2010
Thence, with the northerly line of said roadway easement, South 86° 50' 01" West,
500.40 feet to a point for corner, the beginning of a curve;
Thence, continuing with said northerly line, 266.19 feet along the arc of a tangent curve
to the left having a radius of 1,175.92 feet, a central angle of 12° 58' 12" and a chord which
bears South 80° 20' 55" West, 265.62 feet to a point for corner on the common line of the
aforementioned H.T. B.R.R. Co. Survey, Section 84 and J.S. Talmage Survey, Abstract 566,
Brazoria County Texas;
Thence, with said common survey line, South 86 01" West, 555.65 feet to a point for
corner on the east line of the Manuel Escalera Survey, Abstract 654 in Brazoria County and
Abstract 169 in Fort Bend County, Texas;
Thence, with the common line of said Manuel Escalera Survey and said H.T. B.R.R.
Co. Survey, Section 84, North 03° 13' 07" West, 3,182.39 feet to a point for corner being on the
south line of that certain called 132.5682 acre tract conveyed to Robert S. Bender, Trustee, by
Instrument of record under File No. 2005157909, F.B.C.O.P.R., also being the common east
corner of said Manuel Escalera Survey and the A.B. Langermann Survey, Abstract 555, Fort
Bend County, Texas, and the northeast corner of Golden Highway Properties, a subdivision of
record In Volume 232, Page 246, Deed Records, Fort Bend County, Texas;
Thence, with the common line of said H.T. B.R.R. Co. Survey, Section 84 and the A.B.
Langermann Survey, also being the east line of said 132.5682 acre tract, North 03° 13' 55"
West, 1,936.39 feet to a point for corner, being the northeast corner of said 132,5682 acre tract,
same being the southeast corner of the residue of a called 229.519 acre tract conveyed to
Pearland Investments Limited Partnership, by instrument of record under File No. 1999028261
of said F.B.C.O.P.R., also being the northeast corner of said A.B Langermann Survey, and the
southeast corner of the Franklin Hooper Survey, Abstract 198, Fort Bend County, Texas;
Page 2 of 3
L \Proldsk1 \SURVEY1154512010 \M &B \tract south of broadway (tract 19) 3 i 5.292ac.doc
315.292 acres June 21, 2010
Job No. 1545 -2010
Thence, with the common line of said Franklin Hooper Survey and said H.T. 6. R.R.
Co, Survey, Section 84, same being the east line of said 229.519 acre tract, North 03° 03' 38"
West, 88.21 feet to a point for corner on the south right -of -way line of Broadway Street (called
120 feet wide) as shown on Final Plat of Shadow Creek Ranch Broadway Street Extension
From County Line to F.M. 521, a subdivision of record in Plat No. 20090010, Plat Records, of
said Fort Bend County;
Thence, with the said south right -of -way line of record in said Plat No. 20090010,
F.B.C.P.R. and 2007044080, B.C.P.R., North 86° 44' 14" East 2 640 13 feet to a point for
corner on the west line of that certain called 522.62 acre tract conveyed to Ashton Southern
Trails Joint Venture, by instrument of record under He No. 04- 002615, B.C.O.R., same being
on the east line of the aforementioned 160.048 acre tract;
Thence, along the westerly line of sald 522.62 acre tract, South 03 13' 07" East, at
approximately 2,570 feet passing the northwest corner of Lot 1, Block 84 of the aforementioned
Allison Richey Gulf Coast Home Co's Part of Suburban Gardens, and continuing with the west
line of said Allison Richey Gulf Coast Home Co's Part of Suburban Gardens, in all a total
distance of 5,211.98 feet to the POINT OF BEGINNING and containing 315.292 acres of land.
Page 3 of 3
I: \Projdskt \SURVEY \1545\2010\M &B \tract south of broadway Creel 19) 315.292ac.doc
LJA Engineering Surveying, Inc.
LINE TABLE
One
eeor IN
Olsten.
NO3' 13'07'W
32.01'
2
566'50' 01'W
500.90'
586'50'01•W
555.65'
4
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88.21'
g.R' I
FRANKLIN HOO SURVEY A-198 PER 1 S g6 tl
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ROBERT S. BENDER, TRUSTEE tl m II 0,� I In Z_u o ?A rw 1 o
CALLED 132.5662 ACRES 1 'd I-LO
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NOTE:
PEARLA?A INVESTMENTS
LIMITED PARTNERSHIP
RESIDE OF
CA F N 229.919 y9 ACRES
FRESNO DOME ADDITION
VOL-232, PG.246
F.B.C.D.R.
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CURVE TABLE
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600105
1,115.92'
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133,67' 265.62'
Ara
266,19'
Del to
12'58'12'
Ctaro Beor Ins
580'20'55'W
BROADWAY STREET
(CALLED 120' WIDE)
PLAT NO.2007044880. BEERS
PLAT NO.20090010, FBEPR.
H BR.R. CO. SURVEY
SEC. 83, A- 305
F..
Scale 1' 1000'
P.O B.
sw Cor.
Lot 4, Block 84
LOC 0. NGUYEN
CALLED 26.59 ACRE`
F.N.01
B.C.0.R.
EXHIBIT OF
315.292 ACRES
IN THE
H. T. B. R. R. CO. SURVEY,
SEC. 84, A-767
FORT BEND COUNTY, TEXAS
H. T. B. R. R. CO. SURVEY,
SEC. 84, A -558
BRAZORIA COUNTY, TEXAS
CITY OF PEARLAND
Afia 2010 .900 uo. 1649 -2010
LJR EngInsarIng JL 5urwying Ina. 114
mASnaW+OM Rune 11112M6290
264600 fa 7122616036
X043, Tam 27642-3201
11 \Pro j ask l SURVEY \2010 \Cc0\tract south a1 brootlway Itract 19) 115.2929c. dot
6/21/2010
518SCR, Ltd.
c/o Perry Homes
P.O. Box 34306
Houston, TX 77234
Attn: Richard C, Hale
Dear Mr. Hale:
357249
EXHIBIT 13
REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS
(518SCR, LTD.)
(Date]
Re: Financing for TIRZ Improvements: TIRZ Project No,
The City of Pearland, Texas (the "City Reinvestment Zone No. Two, City of Pearland, Texas
(the "Zone and 518SCR, Ltd. (the "Sub- Developer entered into a Sub Developer Reimbursement
Agreement (the "Reimbursement Agreement dated November 14, 2011, to provide fox the financing
and construction of TIRZ Improvements to serve land within the Zone. The Zone and the Sub- Developer
have determined to proceed with the design and construction of the following TIRZ Improvements in
accordance with the Reimbursement Agreement:
[description of TIRZ Improvements and location by section and /or plat name]
Attached to this letter is a map showing the area which is benefited by the TIRZ Improvements over
which the available Tax Increment will be applied for purposes of determining when reimbursement is
made. The Sub Developer has agreed to pre- finance the design and construction of the TIRZ
Improvements to be reimbursed in accordance with the Reimbursement Agreement.
The Zone hereby gives its approval to proceed with the construction of the above described TIRZ
Improvements. All procedures set forth in the document entitled TIRZ Project Implementation and
Reimbursement Process" must be followed and letters from the Zone's Engineer certifying the
completion of the TIRZ Improvements and from the Zone's Auditor must be issued before the Zone will
reimburse the Sub Developer.
The Zone's Engineer has determined that the budget (adjusted for inflation) established in the
Zone's Project Plan and Reinvestment Zone Financing Plan for the above described TIRZ Improvements
is plus "developer interest" calculated per the Zone's Project Plan and Reinvestment Zone
Financing Plan. The Zone is not obligated to reimburse the Sub Developer for any amount in excess of
that budgeted amount plus "developer interest." In accordance with the Zone's Project Plan and
Reinvestment Zone Financing Plan, as amended, "developer interest' on these TIRZ Improvements will
be simple interest calculated at 6.5 percent per annum for five years.
This agreement was duly authorized at a meeting of the Board of Directors of the Zone held on
the 14th day of November, 2011.
Very truly yours,
REINVESTMENT ZONE NO. TWO, CITY OF
PEARLAND, TEXAS (SHADOW CREEK
RANCH)
By:
1111j
Chairma /'•and of Directors
ATTEST:
By: fiffk
Secretary, :•and of Directors
(SEAL)
AGREED TO AND ACCEPTED THIS DAY OF ,2011.
518SCR,LTD.,
a Texas limited partnership
By: PWSA,Inc.,
a Texas corporation,
as the Sole General Partner
By:
Name: Richard C.Hale
Title: Senior Vice President
Perry Homes Agreement
Reinvestment Zone No. Two,
City of Pearland, Texas
Attn: Chairman, Board of Directors
c/o City of Pearland, Texas
3519 Pearland Drive
Pearland, Texas 77581
357249
EXHIBIT C
(Engineer's Letter)
REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS
(51SSCR, LTD.)
[date]
Re: Completion of TIRZ Improvements described in Letter Financing Agreement dated
20_s TIRZ Project No
Dear Mr. Chairman and Members of the Board:
As the Engineer for the Reinvestment Zone No. Two, City of Pearland, Texas (the "Zone I have
reviewed the completed documentation submitted by 518SCR, Ltd. "Sub- Developer relating to the
construction of the TIRZ Improvements described by that Letter Financing Agreement dated
20_ (the "Letter Financing Agreement By the Letter Financing Agreement, the Sub
Developer agreed to pre -finance the design and construction of the TIRZ Improvements to be reimbursed
in accordance with the Sub Developer Reimbursement Agreement between the City of Pearland, the
Zone and Sub Developer dated November 14, 2011 (the "Reimbursement Agreement
The Letter Financing Agreement states that the budget (adjusted for inflation) established in the
Zone's Project Plan and Reinvestment Zone Financing Plan for the TIRZ Improvements is
plus "developer interest." In accordance with the Zone's Project Plan and Reinvestment Zone Financing
Plan developer interest on these TIRZ Improvements is to be calculated at 6.5 percent per annum for five
years.
The Sub Developer has provided, and I have reviewed, the necessary documentation to prove
compliance with all the procedures set forth in the document entitled "TIRZ Project Implementation and
Reimbursement Process." Based upon my review, I conclude that the construction of the TIRZ
Improvements was conducted in compliance with the Reimbursement Agreement and the procedures set
forth in the document entitled "TIRZ Project Implementation and Reimbursement Process," is complete,
and is in order for reimbursement. I therefore recommend that the Zone reimburse the Sub Developer
the amount of for the funds advanced to the Zone for construction of the TIRZ Improvements,
plus "developer interest" as applicable. A detailed breakdown of the costs of the construction of the
TIRZ Improvements is attached to this letter.
Very truly yours,
Engineer for the Zone
Dear Mr. Chairman and Members of the Board:
EXHIBIT D
(Auditor's Letter)
REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS
(518SCR, LTD.)
[Date]
Reinvestment Zone No. Two, City of Pearland, Texas
Attn: Chairman, Board of Directors
c/o City of Pearland, Texas
3519 Pearland Drive
Pearland, Texas 77581
Re: Completion of TIRZ Improvements described in the Letter Financing
Agreement dated 20
As the Auditor for Reinvestment Zone No. Two, City of Pearland, Texas (the "Zone I have
reviewed the completed documentation submitted by 518SCR, Ltd. (the "Sub- Developer relating to the
construction of the TIRZ Improvements described by that Letter Financing Agreement dated
20 (the "Letter Financing Agreement"). By the Letter Financing Agreement, the
Sub Developer agreed to pre finance the design and construction of the TIRZ Improvements to be
reimbursed in accordance with the Sub Developer Reimbursement Agreement between the City of
Pearland (the "City the Zone and the Sub Developer dated November 14, 2011 (the "Reimbursement
Agreement
Based upon my review of the payments made and of the certification of the Zone's Engineer, I
conclude that the construction of the TIRZ Improvements was conducted and have been completed in
compliance with the Reimbursement Agreement and the document entitled "TIRZ Implementation and
Reimbursement Process" and are in order for reimbursement.
I have confirmed with Brazoria -Fort Bend County Municipal Utility District No. 1 "MUD 1
that these TIRZ Improvements are not being financed, and the Sub Developer is not being reimbursed for
this project, by MUD 1. I therefore recommend that the Zone reimburse the Sub- Developer the amount of
for the funds advanced to the Zone for the design and construction of the TIRZ
Improvements, which amount is within the TIRZ budget (adjusted for inflation) established in the Zone's
Project Plan and Reinvestment Zone Financing Plan for the TIRZ Improvements.
In accordance with the Zone's Project Plan and Reinvestment Zone Financing Plan, "developer
interest on this advance shall be calculated at 6.5 percent per annum for five years. Based upon this rate
of interest and assuming no partial reimbursements, interest due as of the date of the letter is
with an additional per diem rate of interest equal to until reimbursed. The last day that interest
will accrue on this advance, if still unreimbursed, is 20
357249
Very truly yours,
Auditor for the Zone
l
Vicinity Map Pear land, TX
This product for Informational pvqpbwys and may not hove been prepared for n,V* suitable for legal, ^ng/neernq,
surveying purpose 11 doe not represent an on-the-ground survey and represents vnly the approximate relative location of
propertji boundaries..