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RTIRZ-2013-03RESOLUTION NO. RTIRZ — 2013-3 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PEARLAND TAX INCREMENT REINVESTMENT ZONE #2 (TIRZ #2) BOARD OF DIRECTORS, APPROVAL OF A JOINT CONSTRUCTION AND REIMBURSEMENT AGREEMENT AMONG THE ZONE, BRAZORIA-FORT BEND MUD NO. 1 AND 518SCR, LTD. ASSOCIATED WITH LFA 13-06-002. 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 joint construction and reimbursement agreement among the Zone, Brazoria-Fort Bend Mud No. 1 and 518SCR, LDT. PASSED, APPROVED, AND ADOPTED this 24th day of June, A.D 2013. EN ETH TIRZ NO. 2 C R TIRZ NO. 2 SECRETARY ILLIPS AIRMAN RESOLUTION NO. RTIRZ NO. 2013-03 EXHIBIT "A" 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 'j Th EFFECTIVE AS OF THE 1 day of ciurel , 2013. ATTEST: of Dire ors ATTEST: Secretary, Board of Directors 437303.doc BRAZORIA-FORT BEND COUNTY MUNICIPAL UTILITY DISTRICT NO. 1 esident, Boar. of P' -ctors REINVESTMENT ZONE NO. TWO, CITY OF PEAR AND, TEXAS Chairman, Board ' 1 irectors 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