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RTIRZ-2013-09 RESOLUTION NO. RTIRZ — 2013-09 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PEARLAND TAX INCREMENT REINVESTMENT ZONE #2 (TIRZ #2) BOARD OF DIRECTORS, ACCEPTING THE ENGINEER'S REPORT AND APPROVING A LETTER FOR FINANCING AGREEMENT WITH 518SCR LTD. FOR SOUTHLAKE PHASE 2, LFA 13-006-002 . Whereas the Board, City of Pearland, and 518SCR LTD. entered into a Sub- Developer Reimbursement Agreement dated November 14, 2011 to provide for financing and construction of improvements to serve land within the Zone; BE IT RESOLVED BY TIRZ #2 BOARD OF DIRECTORS: Section 1. That the Board approve the Letter of Financing Agreement for Southlake Phase 2 in an amount not to exceed $9,102,286 plus developer interest pursuant to the agreement. - (Exhibit A) PASSED, APPROVED, AND ADOPTED this 24th day of June, A.D 2013. ENNETH R.4 ILLIPS TIRZ NO. 2 CHAIRMAN AT E',T: MI rE 'YBU 'N TIRZ #2 SE RETARY ALLEN BOONE HUMPHRIES ROBINSON LLP ATTORNEYS AT LAS' PHOENIX TOWER 3200 SOUTHWEST FREEWAY SUITE 2600 HOUSTON,TEXAS 77027 TEL(713)860-6400 FAX(713)860-6401 abhrcom Direct Line: (713)860-6432 Susan Hostetler Direct Fax: (713)860-6632 shostetler@abhr.com Legal Assistant August 8, 2013 Ms. Claire Bogard City of Pearland 3519 Liberty Drive Pearland, TX 77581 Re: Reinvestment Zone No. Two, City of Pearland, Texas (the "Zone") Dear Ms. Bogard: Enclosed please find the Joint Construction and Reimbursement Agreement for the Zone and the letter financing agreement for Southlake Phase 2. Sincerely, <91/t Susan Hostetler Legal Assistant Enclosures 444105.doc JOINT CONSTRUCTION AND REIMBURSEMENT AGREEMENT WHEREAS, Brazoria-Fort Bend County Municipal Utility District No. 1 (the "District") has been created and organized for the purposes conferred on the District by Sections 54.201 and 49.211, Texas Water Code, including, but not limited to, the construction, maintenance and operation of water, sewer, and drainage facilities within the boundaries of the District; and WHEREAS, Reinvestment Zone No. Two, City of Pearland, Texas (the "Zone") has been created and organized for the purposes conferred on the Zone by Chapter 311 of the Texas Tax Code, including, but not limited to, the construction, maintenance, and operation of certain public improvements for the purpose of promoting the development of land within the boundaries of the Zone; and WHEREAS, the District, the Zone, and 518SCR, Ltd., (the "Developer") have determined to proceed with the first part of Southlake, Phase 2, being the construction of Lakes 3, 4, and 5 to serve Southlake (the "Facilities"); and WHEREAS, at its meeting on June 7, 2013, the District approved the award of a contract for the construction of the Facilities, based upon the recommendation of the engineers for the District and the Zone; NOW, THEREFORE, the District, the Zone, and the Developer do hereby covenant and agree as follows: 1. Plans and specifications for the design and construction of the Facilities were prepared by LJA Engineering, Inc., the engineers for the District and the Zone (the "Engineers"), and have beer 2nnrnvari by all anvernmental__aQenries having jurisdiction. The Developer h Leering fees related to the preparation of suc � 2. Based upon the re RANDALL SCOTT .dance with applicable competitive bidding, = ARCHITECTS the contract for construction of the Facilitie; ARCHITECTURE I INTERIORS I PLANNING will be the owner of the contract and will its and pay estimates during construction. /k y estimates which separate the costs of ti u Zone. The Developer has or shall advanc .e Facilities. yUpon completion of the constri Cr ).0 1 ,10 District, the Zone, or the Shadow Creek Ra e, who will thereafter own, maintain, and o 3. The District or the ?veloper for all funds paid on behalf of till [ated to the Facilities in accordance with their financing agreements. 437303.doc EFFECTIVE AS OF THE day of �TAnL , 2013. BRAZORIA-FORT BEND COUNTY MUNICIPAL UTILITY DISTRICT NO.1 esident, Board of D r ctors ATTEST: Secretary, o of Direct rs REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS 00, 11�4 e �'O: * Chairman, B4Wd of Directors ATTEST: ASecreta, Board of Directors 518SCR, LTD., a Texas limited partnership By: PSWA, Inc., a Texas corporation, as the Sole General Partner By: — �nj! Name: Richard C. Hale Title: Senior Vice President 437303.doc REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS (518SCR, LTD.) June 24, 2013 518SCR, Ltd. c/o Perry Homes P.O. Box 34306 Houston, TX 77234 Attn: Richard C. Hale Re: Financing for TIRZ Improvements: Southlake Phase 2; TIRZ Project No. 13-06-002 Dear Mr. Hale: 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 for 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: Southlake Phase 2; TIRZ Project No. 13-06-002 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 $9,102,286 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." 438404 1 This agreement was duly authorized at a meeting of the Board of Directors of the Zone held on the 24th day of June, 2013. ATTEST: of Directors Very truly yours, REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS By: Chair, Board of rectors AGREED TO AND ACCEPTED THIS 12- DAY OF Tuts , 2013. 518SCR, LTD., a Texas limited partnership By: PWSA, Inc., a Texas corporation, as the Sole General Partner By: Name: Richard C. Aale Title: Senior Vice President 438404 2 I I ..-, enoADWAY ST - -�'' � -' 1 l' k`•�' IN II 1\\\w�" ia" ` ' _I MIP ttl!Wrift ,\ \ ---Th ARM ,, 111.1 um ) EN IN i 1/lr'it lvr "',,''_- 0 ITI 4/1 ( ., . _ ...„- a es; ,,,, . ,,,,. � �r _ Nry rai In Ina ° iiioNial 101 AN , Ill 1► \ /' ' tai,:ff II 101 j0)1 ) ?30. x11111,— r1 r MI . N111 `' - if C IIII� 59 UGC 4y,;` 1-101-.- r--f ....... _ _ �,�, �� ; -I- ...�, - CII BB i I I IFSTREET PAVEMENT REINVESTMENT ZONE NO. 2, / CITY OF PEARLAND, TEXAS N 1st Amendment SCALE. 1"=1.000 FEET SOUTHLAKE PHASE 2 PROJECT NO. 13-06-002 Legend 28 PAVEMENT W B A .gr+..rxq,Inc. IA c — e.. EXHIBIT NC I JCR NC I DATE 6/12/2013 I BROADWAY ST r r Iii i r 1 ti rr�l ��i �r ,`ice, � � t��j �I vuiii.1111► , C.C �11111►j ,iln► _ ••1 1111��♦ Stliiisti l-. Is Ara As ' I"'-- 41,- ;E ..2 Is pet ar, 4/,iii- -4, , 4 "ra g in �� •.110- i lig MI r. \i IOW Sim ill. all IMI ,4 11/ 1 ♦ � �G 10,.I o111 , 1.0 ow E= = . p;C �,11fop •t1 /r mos i,Is or..,,, El IIIIII0 ■■ EN .6„ ... 1' hig, roll lure i ` i 1 ��I _ 1 =�,�; , _ p a Kkv1111111�,t.=I:inn 1_ TA i_ CR 53 /n _ WATER N REINVESTMENT ZONE NO. 2, SCALE. 1 -.'.°°°FEET CITY OF PEARLAND,TEXAS 1st Amendment SOUTHLAKE PHASE 2 Legend PROJECT NO. 13-06-002 E PROPOSED WATER LINE IA r. 'cmz+ = Y.,s,W^di39 wrl�'Vwiv rT.I+6'�I i F EXHIBIT NO t JOB NO I DATE 5/12/2013 I J _ _" BROADWAY S -- '__' :-- .- 'V - 1 t�i wl wl iw-�' '• U ., wil t�wt =wi tw t��i S\Lwra f4IIf4'UIA •. Ilia. IF Ir 11 ifk∎a. 11 111111011 . rot V weft ca "�==�I�Irrri=: e'��::i=, .-1_,g r_.! ;ILA Irtlet:); i �ililll/► ,:�4 467:1.41:11 s m 10 to,;,;;�, � '111111► Ais = pouf a %riff;It'-‘, c.1 X111► — -- 4 c m.-�.��:n -- G*UPI* ' ..w�� a L`gis,a....aff IP Vpisi, =um. = =To 44ums_ 4=1. : %.-- 'ispni gollta—K=1.1 _ _c.. SANITARY SEWER REINVESTMENT ZONE NO. 2, N CITY OF PEARLAND,TEXAS 1st Amendment SCALE 1"=1.000 FEET SOUTHLAKE PHASE 2 PROJECT NO. 13-06-002 E Legend 4 W yM / A En �rb M y, c- `I1 PROPOSED SANITARY SEWER s _..-i I B v:- I DATE 6,'12/2013 / BROADWAY S - —1111*i .-- � •l is2iiii, i's1�- -,� 1 ' 1 1 Fliil►►e== % iiii:�ti aill lt O .I111;it I rifiK"it i 0\\Swot 2-u 111111_,411111 b, '1►r1a Itl�virtue" ���� r I +, rrerlltt■4 0 # ai ;IA ��111111�, �Ito �� 11111 = S��� - ��vji;1rg _9111�� X111111% IIii■ �' ii ii CC C JII!$'4 !Jj ��p � ; N SCALE •_1000 FEET DRAINAGE REINVESTMENT ZONE NO. 2, CITY OF PEARLAND,TEXAS i st Amendment SOUTHLAKE PHASE 2 Legend E PROPOSED STORM SEWER PROJECT NO. 13-06-002 PROPOSED WET DETENTION AREA �► w. IA bY. r` IYlptO 2 +sg111TOq.YO ./.F v. I11:14101716 a �i ._ �� 0131E 6/12/20113 / 1, I �- MpAp►iAr cr __ ,. , ...... t, ics, }+ _ SF-1 In.-!-, .1 $F-2 =1 ti SF-4 -a ' SfS MMri lrj T SF-16A -. SF-7 I . SF-6 ..-- SF-8 1 r— SF-g ,. -F-12 • -- _ _ SF-12 SF-11 BENIFITTED AREAS REINVESTMENT ZONE NO. 2, N CITY OF PEARLAND,TEXAS 1st Amendment SCALE' 1"=1 050 FEET SOUTHLAKE PHASE 2 E PROJECT NO. 13-06-002 1 Legend wwn.Q, .Inc. I,/1 ALL AREAS BENEFIT 1■■•••I-7.1.2 TY , ^ - I EXHIBIT NO 1 10E3 NU l HATE. 6/12/2013 I ALLEN BOONE HUMPHRIEs ROBINSON LLP ATTORNEYS AT LAW PHOENIX TOWER 3200 SOUTHWEST FREEWAY SUITE 2600 HOUSTON, TEXAS 77027 TEL (713) BW-6400 FAX (713) B60-6401 abhr.com Direct Line: (713) 860-6432 Susan Hostetler Direct Fax: (713) 860-W2 shostetler@abhr.com Legal Assistant July 8, 2013 Mr. Rick Hale Perry Homes, LLC P.O. Box 34306 Houston, TX 77234 Re: Reinvestment Zone No. 2, City of Pearland, Texas (the "Zone") Dear Mr. Hale: Enclosed for your execution relating to the Zone, are: 1. Letter financing agreement for Southlake improvements (2 originals); 2. Joint Construction and Reimbursement Agreement among the Zone, Brazoria-Fort Bend County Municipal Utility District No. 1 and 518SCR, Ltd. (3 originals). Please execute each document and return one original of the letter financing agreement to me, and two originals of the Joint Construction Agreement. I have enclosed a return envelope for this purpose. The other originals are for your files. Thank you and please contact me with any questions. Si cerely, Susan Hostetler Legal Assistant Enclosures 440520 JOINT CONSTRUCTION AND REIMBURSEMENT AGREEMENT WHEREAS, Brazoria-Fort Bend County Municipal Utility District No. 1 (the District) has been created and organized for the purposes conferred on the District by Sections 54.201 and 49.211, Texas Water Code, including, but not limited to, the construction, maintenance and operation of water, sewer, and drainage facilities within the boundaries of the District; and WHEREAS, Reinvestment Zone No. Two, City of Pearland, Texas (the "Zone") has been created and organized for the purposes conferred on the Zone by Chapter 311 of the Texas Tax Code, including, but not limited to, the construction, maintenance, and operation of certain public improvements for the purpose of promoting the development of land within the boundaries of the Zone; and WHEREAS, the District, the Zone, and 518SCR, Ltd., (the "Developer") have determined to proceed with the first part of Southlake, Phase 2, being the construction of Lakes 3, 4, and 5 to serve Southlake (the "Facilities"); and WHEREAS, at its meeting on June 7, 2013, the District approved the award of a contract for the construction of the Facilities, based upon the recommendation of the engineers for the District and the Zone; NOW, THEREFORE, the District, the Zone, and the Developer do hereby covenant and agree as follows: 1. Plans and specifications for the design and construction of the Facilities were prepared by LJA Engineering, Inc., the engineers for the District and the Zone (the "Engineers"), and have been approved by all governmental agencies having jurisdiction. The Developer has or shall advance funds to pay all engineering fees related to the preparation of such plans and specifications. 2. Based upon the recommendation of the Engineers and in accordance with applicable competitive bidding statutes, the District approved the award of the contract for construction of the Facilities to Lindsey Construction, Inc. The District will be the owner of the contract and will execute and approve all contract documents and pay estimates during construction. The Engineers will review and approve pay estimates which separate the costs of the Facilities between the District and the Zone. The Developer has or shall advance funds to pay all construction costs for the Facilities. Upon completion of the construction, the Facilities will be conveyed to the District, the Zone, or the Shadow Creek Ranch Maintenance Association, as appropriate, who will thereafter own, maintain, and operate the Facilities. 3. The District or the Zone, as appropriate, shall reimburse the Developer for all funds paid on behalf of the District or the Zone by the Developer related to the Facilities in accordance with their financing agreements. 437303.doc tti EFFECTIVE AS OF THE day of Z-uY b , 2013. BRAZORIA-FORT BEND COUNTY MUNICIPAL UTILITY DISTRICT NO.1 esident, Boar of ' ctors ATTEST: dqN� �j �-� Secretary, B ar of Dire ors REINVESTMENT ZONE NO. TWO, CITY OF PEAR AND, TEXAS airman, Board VDirectors ATTEST: i Secretary, Board of Directors 518SCR, LTD., a Texas limited partnership By: PSWA, Inc., a Texas corporation, as the Sole General Partner By: Name: Richard C. Hale Title: Senior Vice President 437303.doe REINVESTMENT ZONE NO. TWO, CITY OF PEARLAND, TEXAS (518SCR, LTD.) June 24, 2013 518SCR, Ltd. c/o Perry Homes P.O. Box 34306 Houston, TX 77234 Attn: Richard C. Hale Re: Financing for TIRZ Improvements: Southlake Phase 2; TIRZ Project No. 13-06-002 Dear Mr. Hale: 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 for 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: Southlake Phase 2; TIRZ Project No.13-06-002 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 $9,102,286 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." 438404 1 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. TWO, CITY OF PEARLAND, TEXAS By: e Z� — / Chair, Board of irectors ATTEST: By: Mil]"Uw Secretary, B and of Directors AGREED TO AND ACCEPTED THIS DAY OF 2013. 518SCR, LTD., a Texas limited partnership By: PWSA, Inc., a Texas corporation, as the Sole General Partner Bv: Name: Richard C. Hale Title: Senior Vice President 438404 41, I LiT r-. Ht_1k Lill- Fh - �..�(� it �x.i-�•-�- - a•, /t 1 STREET PAVEMENT r t REINVESTMENT ZONE NO. 2. CITY OF PEARLAND. TEXAS N I st Amendment SCALE. t' - t,tH10 FEET SOUTHLAKE PHASE 2 PROJECT NO. 13-06-002 Legend 28' PAVEMENT w OWN—W.& 1n- IA EON!`40 JOB NO DATE 6112/2013 I I L�. _ - -- - SOADW AY ST `1 1 � 1 i I p ry i I I! WATER N i REINVESTMENT ZONE NO. 2, SCALE: V - 1,WO FEET ' CITY OF PEARLAND, TEXAS Ist Amendment SOUTHLAKE PHASE 2 Legend PROJECT NO. 13-06-002 h. u PROPOSED WATER LINE rw rewc+ �r.r.reu.ra r��r rw.r.anvr EXHIBIT NO JOB NO DATE &122013 10Q RE Role Legend SCALE. V = 1.000 FEET I SANITARY SEWER REINVESTMENT ZONE NO. 2, CITY OF PEARLAND, TEXAS Ist Amendment SOUTHLAKE PHASE 2 PROJECT NO. 13-06-002 PROPOSED SANITARY SEWER EXHOIT NO' I JOB NO ' OATE. _ 612/2013 f t, Legend .i SCALE: 1' > 1.000 FEET PROPOSED STORM SEWER PROPOSED WET DETENTION AREA lJ 1 DRAINAGE REINVESTMENT ZONE NO.2. CITY OF PEARLAND, TEXAS I st Amendment SOUTHLAKE PHASE 2 PROJECT NO. 13-06-002 uA ...y. I.C. IA s EX-181T NO I JOB W i DATE 61 D2013 a jV1 lei t` z-'•( �,...- �k[Y 1 '•r 1 =j1 " IrP tee, i� �1 .y 1 5 - INS r. i 6lag I iWh 1�t{ ! BENIFITTED AREAS ' REINVESTMENT ZONE NO. 2, N CITY OF PEARLAND, TEXAS Ist Amendment SCALE1' - 1 000 FEET SOUTHLAKE PHASE 2 PROJECT NO. 13-06-002 Legend uA nK [1! ALL AREAS BENEFIT EXHI©iT NO 100 MO OA1E $/t?n013 0. ' WE