RTIRZ-2013-08 RESOLUTION NO. RTIRZ — 2013-08
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 13-06-001 School Site SCH -3
PASSED, APPROVED, AND ADOPTED this 24th day of June, A.D 2013.
ik,dems, t /
ENNETH R. PHIL fS
TIRZ NO. 2 CHAIRMAN
AT E.?.T:
1 v,i i
MIKE 'YBU'N
TIRZ NO. 2 SECRETARY
ALLEN BOONE HUMPHRIES ROBINSON LLP
ATTORNEYS AT LAW
PHOENIX TOWER
3200 SOUTHWEST FREEWAY
SUITE 2600
HOUSTON,TEXAS 77027
TEL(713)860-6400
FAX(713)860-6401
abhr corn
Direct Line: (713)860-6432 Susan Hostetler
Direct Fax: (713)860-6632 shostetler@abhr.com Legal Assistant
July 5, 2013
Ms. Claire Bogard
City of Pearland
3519 Liberty Drive
Pearland, TX 77581
Re: Reinvestment Zone No. 2, City of Pearland, Texas
Dear Claire:
Enclosed for the Zone's files is a letter financing agreement for the SCH-3 site as
approved at the June 24, 2013 meeting. I will forward the letter financing agreement for
Southlake and the Joint Construction Agreement once Perry Homes has signed them.
Thank you.
Si cerely,
Susan Hostetler
Legal Assistant
Enclosures
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RESOLUTION NO. TIRZ NO.
2013-08
EXHIBIT "A"
AGENDA REQUEST
SHADOW BUSINESS OF THE TIRZ NO. 2
CREEK PEARLAND, TEXAS
ANCH
AGENDA OF: June 24, 2013 ITEM NO.: RTIRZ NO. 2013-08
DATE SUBMITTED: June 14, 2013 REPRESENTING: McGrath & Co.
PREPARED BY: James Ross PRESENTOR: Mark McGrath
SUBJECT: Reimbursement of LFA # 13-06-001
EXHIBITS: 1) Auditor's Report of Completion of TIRZ Improvements 2)
Engineer's Recommendation Letter and Attachment for
Reimbursement of TIRZ Improvements
EXPENDITURE REQUIRED:
PROJECT: LFA # 13-06-001
EXECUTIVE SUMMARY
Recommendation for Reimbursement of LFA # 13-06-001
RECOMMENDED ACTION
Approve
June 24,2013Agenda Request Form.doc
it pt
oft iv 4,p
92
PEARLAND n o
.
fsr i Sc)
June 13, 2013
Pearland Reinvestment Zone No. Two
Board of Directors
3519 Liberty Drive
Pearland, TX 77581
Re: Completion of TIRZ Improvement LFA 13-06-001
School Zone Site 3
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,
Neu LILL sl
Claire Bogard
City of Pearland, TX
Director of Finance
3519 LIBERTY DRIVE•PEARLAND,TEXAS 77581-5416•281-652-1600•www.ci.pearland.tx.us
Printed on Recycled Paper
McGrath & Co., PLLC
Certified Public Accountants
P.O.Box 270148
Ilouston,Texas 77277
Nlark W.McGrath CPA Colette NI.Garcia CPA
marka`mcgrath-co.com colette4 mcgrath-co.com
June 24,2013
Reinvestment Zone No.Two, [DRAFT
City of Pearland,Texas J
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 T1RZ 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 T1RZ
improvements. Based upon this rate of interest, interest due as of the date of the letter is indicated
on Schedule A.
/ \
S(LIINVES A DRAFT
TAX INCREMENT REINVESTMENT ZONE NO.2
CITY OF PEARI.AND,TEXAS • /
RECAPITULATION OF AMOUNTS DUE TO
SHADOW CREEK RANCH DEVELOPMENT COMPANY,L.P.
As of June 24,2013
Letter Finance Agreement LFA LFA Actual
(LFA) Date Amount Cost Interest* Total
Shadowcreek Ranch Development Company,L.P.
LFA 13-06-001 (School Site SCII-3) 06/24/13 $ 2,382,379 $ 1.514.705 $ 90.364 $ 1.605.069
Totals $ 2.382,379 $ 1.514.705 $ 90.364 $ 1.605.069
•Interest computed through June 24 at 6.50%. Actual interest kill be calculated through the date of reimbursement.
LJA Engineering, Inc. "4
2929 Briarpark Drive Phone 713.953.5200
Suite 600 Fax 713.953.5026
Houston.Texas 77042-3703 wiiw ljaengineering corn
June 24, 2013
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 24, 2013
LFA# 13-06-001 —Shadow Creek Ranch SCH-3 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 # 13-06-001 dated June 24, 2013 (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
$2,382,379 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 $1,514,705 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,
James D. Ross, PE
Engineer for the Zone
JDR/dl
Attachment
0\LAND11546\1 s460000\Enn neer LFA Letter 13-06-001 doc
LJA Engineering,Inc. June 24..2013
Shadow Creek Ranch SCH-3 Site
Letter Finance Agreement# 13-06-001
Itemized Summary of Costs
ENR Index Jan 1999- 6000
ENR Index Jan.2013- 9437
Adjustment 57.28%
Approved Budget
Approved Budget (Adjusted per ENR
Items (1999 Dollars) Index) Total Actual Costs
INFRASTRUCTURE
Streets
Pavement S $ - $ •
Sidewalks $ $ $ -
•
Landscaping and Irrigation 5 - $ - 5 -
Entry Monuments $ - $ - -
Water System 5 - $ •- S •
Wastewater System 5 $ $
Storm Sewer System 5 - $ - S •
Lakes 8 Channels
Improvements S - $ - S -
Land Cost S - $ $
Parks 8 Recreation
Improvements $ - $ - -
Land Cost $ - $ - - -
Major Improvements
Water Plants
Improvements S . $ - $ -
Land Cost S - $ - $ -
W.W.T.P S - $ - S -
Lift Station S . $ - 5
Traffic Signals $ - $ - -
McHard Rd Reimbursables
Miscellaneous $ - $ - 3: -
Signal $ - $ - S -
FM 2234 Bridge Widening S - S - _ -
SH 288 Access Road $ - $ - S -
Contingencies 6 Engineering
Contingencies(10°s) $ - $ - S -
Engineering(15 9$) S - $ - - -
Subtotal S $ - - -
ZONE ADMINISTRATION/CREATION
TIRZ Administration(1-3 yrs.) $ - $ - -
Reimbursable TIRZ Creation Costs S . $ - - -
Subtotal S . $ - - -
TOTAL S - S - 5 -
CITY FACILITIES
Library
Improvements 5 - S - S -
Land Cost $ - S - S -
Fire I Police Station
Improvements 5 - S - $ -
Land Cost S - $ - $ -
Subtotal 5 - 5 - 5 -
EDUCATIONAL FACILITIES
AISD Elementary School $ 1.51.1,705 $ 2,382.379 S 1,514,705
AISD Jr.High School $ - $ - S -
AISD Fresh/Soph CampusHigh School $ - $ - $ -
FBISD Elementary School $ - $ - $ -
FBISD Middle School S - $ - S -
Subtotal 5 1,514,705 5 2,382,379 5 1,514,705
GRAND TOTAL 5 1,514,705 5 2.382,379 5 1.514,705
W'1Lans91546100001LFA a 13.06.001113.08.001 Ergr Lir Mach xis
REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS
(SHADOW CREEK RANCH)
June 24, 2013
Shadow Creek Ranch Development
Company Limited Partnership Resolution No. RTRRZ-2013-08
Attn: Gary Cook Exhibit "A"
2947 East Broadway,Suite 303
Pearland, Texas 77581
Re: Financing for TIRZ Improvements: Shadow Creek Ranch SCH-3 Site; TIRZ
Project No. 13-06-001
Dear Mr. Cook:
The City of Pearland, Texas (the "City"), Reinvestment Zone No. Two, City of
Pearland, Texas (the "Zone"), and Shadow Creek Ranch Development Company
Limited Partnership (the "Master Developer") entered into a Reimbursement
Agreement (the "Reimbursement Agreement") dated October 25, 1999, to provide for
the financing and construction of TIRZ Improvements to serve land within the Zone.
The Zone and the Master Developer have determined to proceed with the design and
construction of the following TIRZ Improvements in accordance with the
Reimbursement Agreement:
Shadow Creek Ranch SCH-3 Site; TIRZ Project No. 13-06-001
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 Master 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, from the
Zone's Auditor, and from the TIRZ Construction Auditor must be issued before the
Zone will reimburse the Master Developer.
The Zone's Engineer has determined that the budget (using 1999 dollars)
established in the Zone's Project Plan and Reinvestment Zone Financing Plan for the
above described TIRZ Improvements is $1,514,705 plus "developer interest" calculated
per the Reimbursement Agreement. The Zone is not obligated to reimburse the Master
438435 1
Developer for any amount in excess of that budgeted amount plus "developer interest"
calculated by the Reimbursement Agreement.
The Zone acknowledges that the purchase of land for Alvin Independent School
District school sites may be paid from that portion of funds generated from Alvin
Independent School District's participation in the Zone that is retained by the Zone
pursuant to the Interlocal Agreement among the Zone, Alvin Independent School
District, and the City.
This agreement was duly authorized at a meeting of the Board of Directors of the
Zone held on the 24th day of June, 2013.
Very truly yours,
REINVESTMENT ZONE NO. 2, CITY OF
PEARLAND, TEXAS
(SHADOW CREEK RANCH)
ATTEST: By: r/
Chair, Board r I erectors
By:
Secretary, E„oard of Directors
AGREED TO AND ACCEPTED THIS 2u DAY OF Ju'^e- , 2013.
SHADOW CREEK RANCH DEVELOPMENT
COMPANY LIMITED PARTNERSHIP
a Nevada Limited Partnership
By: Shadow Creek Ranch, Inc.
a Nevada corporation, its general partner
//j/
By:
Gary W. 1 o. , President
438435 2