RTIRZ-2011-07 - 2011-06-13 RESOLUTION NO. RTIRZ-2011-07
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
PEARLAND TAX INCREMENT REINVESTMENT ZONE #2 (TIRZ
#2) BOARD OF DIRECTORS, APPROVING REIMBURSEMENT
OF COMPLETED LETTER OF FINANCING AGREEMENTS
BE IT RESOLVED BY TIRZ #2 BOARD OF DIRECTORS:
Section 1. That the Board of Directors for the Pearland Tax Increment
Reinvestment Zone #2 hereby approves reimbursement for the following Letter of
Financing Agreements.
LFA 10-06-001 Discovery Bay Extension
LFA 10-06-002 School Site 4
LFA 10-06-003 School Site 5
PASSED, APPROVED, AND ADOPTED this 13t" day of June, A.D., 2011.
KENNETH R. yf LIPS
TIRZ NO. 2 C ' IRMAN
AT E' :
_
MIKE 7'',,41/40 BU-N
TIRZ NO. 2 SECRETARY
June 7, 2011
Pearland Reinvestment Zone No. Two
Board of Directors
3519 Liberty Drive
Pearland, TX 77581
Re: Completion of TIRZ Improvement LFA 10-06-003
School Site 5
Dear Board of Directors:
I have reviewed the procedures followed by Shadow Creek Development Company, L.P.
related to the implementation of the Zone project referenced above. Pursuant to the
Letter of Financing Agreement, the Master Developer agreed to pre -finance costs
associated with the design and construction of this project and to be reimbursed in
accordance with the Reimbursement Agreement between the City of Pearland, the Zone,
and Master Developer dated September 22, 1999.
Based upon my review of the TIRZ Project Implementation Plan and Reimbursement
Process and the Letter of Financing Agreement and based upon the Engineer's letter
stating that construction is complete and in order for reimbursement, I conclude that the
above LFA qualifies for reimbursement.
Sincerely,
Claire Bogard
City of Pearland, TX
Director of Finance
3519 LIBERTY DRIVE • PEARLAND, TEXAS 77581-5416-19.281-652-1600 • www.ci.pearland.tx.us
Printed on Recycled Paper 10
June 7, 2011
Pearland Reinvestment Zone No. Two
Board of Directors
3519 Liberty Drive
Pearland, TX 77581
Re: Completion of TIRZ Improvement LFA 10-06-002
School Site 4
Dear Board of Directors:
I have reviewed the procedures followed by Shadow Creek Development Company, L.P.
related to the implementation of the Zone project referenced above. Pursuant to the
Letter of Financing Agreement, the Master Developer agreed to pre -finance costs
associated with the design and construction of this project and to be reimbursed in
accordance with the Reimbursement Agreement between the City of Pearland, the Zone,
and Master Developer dated September 22, 1999.
Based upon my review of the TIRZ Project Implementation Plan and Reimbursement
Process and the Letter of Financing Agreement and based upon the Engineer's letter
stating that construction is complete and in order for reimbursement, I conclude that the
above LFA qualifies for reimbursement.
Sincerely,
L1LytL,_L
Claire Bogard
City of Pearland, TX
Director of Finance
3519 LIBERTY DRIVE • PEARLAND, TEXAS 77581-5416-19 .281-652-1600 • www.ci.pearland.tx.us
OW
Printed on Recycled Paper to
June 7, 2011
Pearland Reinvestment Zone No. Two
Board of Directors
3519 Liberty Drive
Pearland, TX 77581
Re: Completion of TI Z Improvement LFA 10-06-001 Discovery Bay Extension
Dear Board of Directors:
I have reviewed the procedures followed by Shadow Creek Development Company, L.P.
and the City of Pearland related to the implementation of the Zone project referenced
above. Pursuant to the Letter of Financing Agreement, the Master Developer agreed to
pre -finance costs associated with the design and construction of this project and to be
reimbursed in accordance with the Reimbursement Agreement between the City of
Pearland and the Zone dated September 22, 1999.
Based upon my review of the TIRZ Project Implementation Plan and Reimbursement
Process and the Letter of Financing Agreement and based upon the Engineer's letter
stating that construction is complete and in order for reimbursement, I conclude that the
above LFA qualifies for reimbursement.
Sincerely,
Claire Bogard
City of Pearland, TX
Director of Finance
3519 LIBERTY DRIVE • PEARLAND, TEXAS 77581-5416-19 • 281-652-1600 • www.ci.pearland.tx.us
Printed on Recycled Paper Of
McGrath & Co., PLLC
Certified Public Accountants
P.O. Box 270148
Houston, Texas 77277
Mark W. McGrath CPA
mark@mcgrath-co.com
Colette M. Garcia CPA
colette@mcgrath-co.com
June 13, 2011
Reinvestment Zone No. Two, DRAFT
City of Pearland, Texas
Attn: Chairman, Board of Directors
C/o- City of Pearland, Texas
3519 Pearland Drive
Pearland, Texas 77581
Re: Independent Accountants' Report - Completion of TIRZ improvements:
Dear Mr. Chairman and Members of the Board:
As the independent accountant for Reinvestment Zone No. Two, City of Pearland, Texas
(the "Zone"), we have reviewed the completed documentation submitted by Shadow Creek Ranch
Development Company, L.P. (the "Master Developer") and the City of Pearland relating to the
construction of the TIRZ Improvements described by that Letter Financing Agreements noted on
Schedule A (the "Letter Financing Agreements"). By the Letter Financing Agreement, the
Master Developer agreed to pre -finance the design and construction of the TIRZ improvements to
be reimbursed in accordance with the Reimbursement Agreement between the City of Pearland
(the "City"), the Zone and the Master Developer dated September 22, 1999 (the "Reimbursement
Agreement").
Based upon our 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 upon
availability of funds. We therefore recommend that the Zone reimburse the Master Developer the
amounts indicated on Schedule A for the funds advanced to the Zone for the design and
construction of the TIRZ Improvements, which 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 and
the Developer Agreement between the City and the Master Developer dated September 22, 1999,
"developer interest" on this advance shall be calculated at 6.50 percent per annum for up to five
years on the Creation costs and five years from date of completion of construction of the TIRZ
improvements. Based upon this rate of interest, interest due as of the date of the letter is indicated
on Schedule A.
1
SCHEDULE
TAX INCREMENT REINVESTMENT ZONE NO, 2
CITY OF PEARLAND, TEXAS
RECAPITULATION OF AMOUNTS DUE TO
SHADOW CREEK RANCH DEVELOPMENT COMPANY, L.P.
As of June 13, 2011
Letter Finance Agreement LFA LFA Actual
(LEA) Date Amount Cost InterestTotal
Shadowcreek Ranch Development Company, L.P.
LFA 10-06-001 (Discovery Bay Extension) 06/07/10 $ 912,908 $ 458,209 $ 17,852 $ 476,061
LFA 10-06-002 (School Site SCH-4) 06/07/10 2,530,620 1,753,316 182,969 1,936.285
LFA 10-06-003 (School Site SCH-5) 06/07/10 4,935,370 3,419,425 214,955 3,634,380
Totals $ 8,378,898 $ 5,630,950 $ 415,776 $ 6,046,726
• Interest computed through June 13 at 6.50%. Actual interest will be calculated through the date of bond reimbursement
WA Engineering, Inc.
2929 Briarpark Drive Phone 713.953.5200
Suite 600 Fax 713.953.5026
Houston, Texas 77042-3703 www.Ijaengineedng.com
June 13, 2011
Board of Directors
Reinvestment Zone No. 2, City of Pearland, Texas
c/o City of Pearland, Texas
3519 Liberty Drive
Pearland, Texas 77581
Re: Reinvestment Zone No. 2, City of Pearland, Texas
Completion of TIRZ Improvements
Described in the Letter Financing Agreement Dated June 7, 2010
LFA # 10-06-001 — Discovery Bay Extension to SH 288
LJA Job No. 1546-0000 (12.9)
Dear Mr. Chairman and Members of the Board:
As the Engineer for Reinvestment Zone No. 2, City of Pearland, Texas (the "Zone"), I have reviewed
the completed documentation submitted by Shadow Creek Ranch Development Company, L.P. (the
"Master Developer") relating to the TIRZ Improvements described by the Letter Financing
Agreement # 10-06-001 dated June 7, 2010 (the "Letter Financing Agreement"). By the Letter
Financing Agreement, the Master Developer agreed to pre -finance the design and construction of
the TIRZ Improvements to be reimbursed in accordance with the Reimbursement Agreement
between the City of Pearland, the Zone, and the Master Developer dated September 22, 1999 (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 $912,908
plus "developer interest" calculated per the Reimbursement Agreement.
The Master Developer has provided, and I have reviewed, the necessary documentation to prove
compliance with all 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 Master Developer the amount of $458,209 for the funds advanced to the Zone for the
construction of the TIRZ Improvements, plus "developer interest" calculated per the Reimbursement
Agreement, as applicable. A detailed breakdown of the costs of the construction of the TIRZ
Improvements is attached to this letter.
If you have any questions, please call me at 713.953.5096.
Sincerely,
James D. Ross, PE
Engineer for the Zone
JDR/dl
Attachment
4 OALAND\1546%15460000\Engineer LFA Letter 10-05-001.doc
LJA Engineering, Inc.
June 13, 2011
Discovery Bay Extension to SH 288
Letter Finance Agreement # 10-06-001
Itemized Summary of Costs
ENR Index Jan. 19%- 6000
ENR Index Jan. 2010 - 8660
Adjustment - 44.33%
Hems
INFRASTRUCTURE
Streets
Pavement
Sidewalks
Landscaping and Irrigation
Entry Monuments
Water System
Wastewater System
Storm Sewer System
Lakes 6 Channels
Improvements
Land Cost
Parks 3 Recreation
Improvements
Land Cost
Major Improvements
Water Plants
Improvements
Land Cost
W.W.T.P
Lift Station
Traffic Signals
McHard Rd Reimbursables
Miscellaneous
Signal
FM 2234 Bridge Widening
SH 288 Access Road
Contingencies 3 Engineering
Contingencies (10 %)
Engineering (15 %)
Subtotal
ZONE ADMINISTRATION/CREATION
TIRZ Administration (1-3 yrs.)
Reimbursable TIRZ Creation Costs
Subtotal
TOTAL
CITY FACILITIES
Library
Improvements
Land Cost
Fire I Police Station
Improvements
Land Cost
Subtotal
EDUCATIONAL FACILITIES
AISD Elementary School
AISD Jr. High School
AISD Fresh/Soph CampusHigh School
FBISD Elementary School
FBISD Middle School
Subtotal
GRAND TOTAL
Approved Budget
Approved Budget
(Adjusted per ENR
(1999 Dollars)
Index)
Total Actual Costs
S 400,000
$ 677,333
$ 298,879
S -
$ -
$
00 $ 100,0
$ 144,333
$ 50.912
-
S
$ 50,000
$
72,167
$ -
$ 82,500
$
119,075
$ 108,418
$ 632,500
$
912,908
$ 458,209
$ 632,600
$
912,908
$ 458,209
$ 632,500 $ 912,908 j f
W:V.ANfN15a6\00MLFA S 10-0e-001\1006-001 Ergr Ur AOach.xls
WA Engineering, Inc.
2929 Briarpark Drive Phone 713.953.5200
Suite 600 Fax 713,953.5026
Houston, Texas 77042-3703 www.IjaengineeOng.com
June 13, 2011
Board of Directors
Reinvestment Zone No. 2, City of Pearland, Texas
c/o City of Pearland, Texas
3519 Liberty Drive
Pearland, Texas 77581
Re: Reinvestment Zone No. 2, City of Pearland, Texas
Completion of TIRZ Improvements
Described in the Letter Financing Agreement Dated June 7, 2010
LFA # 10-06-002 — Shadow Creek Ranch SCH-4 Site Land Cost
LJA Job No. 1546-0000 (12.9)
Dear Mr. Chairman and Members of the Board:
As the Engineer for Reinvestment Zone No. 2, City of Pearland, Texas (the "Zone"), I have reviewed
the completed documentation submitted by Shadow Creek Ranch Development Company, L.P. (the
"Master Developer") relating to the TIRZ Improvements described by the Letter Financing
Agreement # 10-06-002 dated June 7, 2010 (the "Letter Financing Agreement"). By the Letter
Financing Agreement, the Master Developer agreed to pre -finance the design and construction of
the TIRZ Improvements to be reimbursed in accordance with the Reimbursement Agreement
between the City of Pearland, the Zone, and the Master Developer dated September 22, 1999 (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
$2,530,620 plus "developer interest" calculated per the Reimbursement Agreement.
The Master Developer has provided, and I have reviewed, the necessary documentation to prove
compliance with all 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 Master Developer the amount of $1,753,316 for the funds advanced to the Zone for
the TIRZ Improvements, plus "developer interest" calculated per the Reimbursement Agreement, as
applicable. A detailed breakdown of the costs of the construction of the TIRZ Improvements is
attached to this letter.
If you have any questions, please call me at 713-953.5096.
Sincerely, %�
�� 4 vim.+.,,
James D. Ross, PE
Engineer for the Zone
JDR/dl
Attachment
�,�y OALANMI546\154600001Engineer LFA Letter 10-06-002.dcc
WA Engineering, Inc.
June 13, 2011
Shadow Creek Ranch SCH-4 Site
Letter Finance Agreement # 10-06-002
Itemized Summary of Costs
ENR Index Jan. 1999 - 5000
ENR Index Jan. 2010 - 8660
Adjustment - 44.33 %
items
INFRASTRUCTURE
Streets
Pavement
Sidewalks
Landscaping and Irrigation
Entry Monuments
Water System
Wastewater System
Stone Sewer System
Lakes 6 Channels
Improvements
Land Cost
Parks a Recreation
Improvements
Land Cost
Major Improvements
Water Plants
Improvements
Lend Cost
W.W.T.P
Lift Station
Tragic Signals
McHard Rd Reimtwrsables
Miscellaneous
Signal
FM 2234 Bridge Widening
SH 288 Access Road
Contingencies & Engineering
Contingencies (10 %)
Engineering (15 %)
Subtotal
ZONE ADMINISTRATION/CREATION
TIRZ Administration (1-3 yrs.)
Reimbursable TIRZ Creation Costs
Subtotal
TOTAL
CITY FACILITIES
Library
Improvements
Land Cost
Fire I Police Station
Improvements
Land Cost
Subtotal
EDUCATIONAL FACILITIES
AISD Elementary School
AISD Jr. High School
AISD FreshlSoph CampusHigh School
FBISD Elementary School
FBISD Middle School
Subtotal
GRAND TOTAL
Approved Budget
Approved Budget
(Adjusted per ENR
(1999 Dollars)
Index)
Total Actual Costs
-
E
$
$
$
$ $ $
$ $
S
$ 1,753,316 $
2,530,620 $
$ 1,753,316 $
2,530,620 $
$ 1,753,316 $ 2,530,620 [ $
1,753,316
1,753,316
W:ULAN011546%0000LLFA 0 10d6-002\10-06-002 ErW Llr Alta W.Ns
WA Engineering, Inc.
2929 Briarpark Drive Phone 713.953.5200
Suite 600 Fax 713.953.5026
Houston, Texas 77042-3703 www.Ijaengineering.com
June 13, 2011
Board of Directors
Reinvestment Zone No. 2, City of Pearland, Texas
c/o City of Pearland, Texas
3519 Liberty Drive
Pearland, Texas 77581
Re: Reinvestment Zone No. 2, City of Pearland, Texas
Completion of TIRZ Improvements
Described in the Letter Financing Agreement Dated June 7, 2010
LFA # 10-06-003 — Shadow Creek Ranch SCH-5 Site Land Cost
LJA Job No. 1546-0000 (12.9)
Dear Mr. Chairman and Members of the Board:
As the Engineer for Reinvestment Zone No. 2, City of Pearland, Texas (the "Zone"), I have reviewed
the completed documentation submitted by Shadow Creek Ranch Development Company, L.P. (the
"Master Developer") relating to the TIRZ Improvements described by the Letter Financing
Agreement # 10-06-003 dated June 7, 2010 (the "Letter Financing Agreement"). By the Letter
Financing Agreement, the Master Developer agreed to pre -finance the design and construction of
the TIRZ Improvements to be reimbursed in accordance with the Reimbursement Agreement
between the City of Pearland, the Zone, and the Master Developer dated September 22, 1999 (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
$4,935,370 plus "developer interest" calculated per the Reimbursement Agreement.
The Master Developer has provided, and I have reviewed, the necessary documentation to prove
compliance with all 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 Master Developer the amount of $3,419,425 for the funds advanced to the Zone for
the TIRZ Improvements, plus "developer interest" calculated per the Reimbursement Agreement, as
applicable. A detailed breakdown of the costs of the construction of the TIRZ Improvements is
attached to this letter.
If you have any questions, please call me at 713.953.5096.
Sincerely,
C 9•
James D. Ross, PE
Engineer for the Zone
JDR/dl
Attachment
�6 OALAND\1546\15460000\Engineer LFA Letter 10-06-003.doc
LJA Engineering, Inc.
June 13, 2011
Shadow Creek Ranch SCH-5 Site
Letter Finance Agreement # 10-06-003
Itemized Summary of Costs
ENR Index Jan. 1999 - 6000
ENR Index Jan. 2010 - 8660
Adjustment - 44.33%
Items
INFRASTRUCTURE
Streets
Pavement
Sidewalks
Landscaping and Irrigation
Entry Monuments
Water System
Wastewater System
Storm Sewer System
Lakes & Channels
Improvements
Land Cost
Parks a Recreation
Improvements
Land Cost
Major Improvements
Water Plants
Improvements
Land Cost
W W.T.P
Lift Station
Traffic Signals
McHard Rd Reimbursables
Miscellaneous
Signal
FM 2234 Bridge Widening
SH 288 Access Road
Contingencies 3 Engineering
Contingencies (10 %)
Engineering (15 %)
Subtotal
ZONE ADMINISTRATION/CREATION
TIRZ Administration (1-3 yrs.)
Reimbursable TIRZ Creation Costs
Subtotal
TOTAL
CITY FACILITIES
Library
Improvements
Land Cost
Fire / Police Station
Improvements
Land Cost
Subtotal
EDUCATIONAL FACILITIES
AISD Elementary School
AISD Jr. High School
AISD Fresh/Soph CampusHigh School
FBISD Elementary School
FBISD Middle School
Subtotal
GRAND TOTAL
Approved Budget
Approved Budget
(Adjusted per ENR
(1999 Dollars)
Index)
Total Actual Costs
$ S $
$ 3,419,425 $ 4,935,370 $ 3,419,425
$ 3,419,426 $ 4,935,370 $ 3,419,425
$ 3,419,425 $ 4,936,370 1 $ 3,419.425
W:4AND11546100001LFA 0 10-e6-003110-08-003 Egr Ltr Att—t-is
e
June 7, 2011
Pearland Reinvestment Zone No. Two
Board of Directors
3519 Liberty Drive
Pearland, TX 77581
Re: Completion of TIRZ Improvement LFA 10-06-001 Discovery Bay Extension
Dear Board of Directors:
I have reviewed the procedures followed by Shadow Creek Development Company, L.P.
and the City of Pearland related to the implementation of the Zone project referenced
above. Pursuant to the Letter of Financing Agreement, the City of Pearland agreed to
pre -finance costs associated with the design and construction of this project and to be
reimbursed in accordance with the Reimbursement Agreement between the City of
Pearland and the Zone dated September 22, 1999.
Based upon my review of the TIRZ Project Implementation Plan and Reimbursement
Process and the Letter of Financing Agreement and based upon the Engineer's letter
stating that construction is complete and in order for reimbursement, I conclude that the
above LFA qualifies for reimbursement.
Sincerely,
Claire Bogard
City of Pearland, TX
Director of Finance
June 7, 2011
Pearland Reinvestment Zone No. Two
Board of Directors
3519 Liberty Drive
Pearland, TX 77581
Re: Completion of TIRZ Improvement LFA 10-06-002
School Site 4
Dear Board of Directors:
I have reviewed the procedures followed by Shadow Creek Development Company, L.P.
related to the implementation of the Zone project referenced above. Pursuant to the
Letter of Financing Agreement, the Master Developer agreed to pre -finance costs
associated with the design and construction of this project and to be reimbursed in
accordance with the Reimbursement Agreement between the City of Pearland, the Zone,
and Master Developer dated September 22, 1999.
Based upon my review of the TIRZ Project Implementation Plan and Reimbursement
Process and the Letter of Financing Agreement and based upon the Engineer's letter
stating that construction is complete and in order for reimbursement, I conclude that the
above LFA qualifies for reimbursement.
Sincerely,
Claire Bogard
City of Pearland, TX
Director of Finance
Y
June 7, 2011
Pearland Reinvestment Zone No. Two
Board of Directors
3519 Liberty Drive
Pearland, TX 77581
Re: Completion of TIRZ Improvement LFA 10-06-003
School Site 5
Dear Board of Directors:
I have reviewed the procedures followed by Shadow Creek Development Company, L.P.
related to the implementation of the Zone project referenced above. Pursuant to the
Letter of Financing Agreement, the Master Developer agreed to pre -finance costs
associated with the design and construction of this project and to be reimbursed in
accordance with the Reimbursement Agreement between the City of Pearland, the Zone,
and Master Developer dated September 22, 1999.
Based upon my review of the TIRZ Project Implementation Plan and Reimbursement
Process and the Letter of Financing Agreement and based upon the Engineer's letter
stating that construction is complete and in order for reimbursement, I conclude that the
above LFA qualifies for reimbursement.
Sincerely,
Claire Bogard
City of Pearland, TX
Director of Finance