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R-2016-139 2016-08-08 RESOLUTION NO. R2016-139 A Resolution of the City Council of the City of Pearland, Texas, accepting the 2015 annual report for Tax Increment Reinvestment Zone #2. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the Annual Report for Tax Increment Reinvestment Zone #2, attached hereto as Exhibit "A, is hereby accepted. PASSED. APPROVED and ADOPTED this the 8th day of August, A.D., 2016. TOM REID MAYOR ATTEST: NG Lei , 7 C= "'.. /\ Y SEI TARP ,''''',1 l l l t! .. ..``,` APPROVED AS TO FORM: (Za.--% CA--- DARRIN M. COKER CITY ATTORNEY 3 Resolution No. R2016-39 Exhibit"A" REINVESTMENT ZONE NUMBER TWO CITY OF PEARLAND, TEXAS i 1 if 111 116 .t •.... . ANNUAL REPORT 2015 4 TABLE OF CONTENTS City of Pearland, Texas, City Council 3 TIRZ Board of Directors 4 Description of the Zone 5 Purpose of the Zone 6 State of the Zone and Plan Implementation in 2015 7 TABLES TABLE A: Taxing Entity Percent Participation 7 TABLE B: Base Values by Jurisdiction 8 TABLE C: Revenue Fund Balance by Year 8 TABLE D: Project Plan & Reinvestment Zone Financing Plan Budget 10 TABLE E: Outstanding Debt as of Fiscal Year End 11 TABLE F: Letter Finance Agreements Approved for Reimbursement 12 APPENDICES Exhibit 1: Zone Boundary Map 15 Exhibit 2: Amended Zone Boundary Map 16 COMPLIANCE Texas Tax Code Section 311.016 (a): (1) 7 (2) 9 (3) 11 (4) 13 (5) 13 2 5 CITY OF PEARLAND, TEXAS CITY COUNCIL 2015 Council Members Mayor Hon. Tom Reid Hon. Mayor Pro-Tem Tony Carbone Hon. Council Member Tony Carbone Hon. Derrick Reed Hon. Gary Moore Hon. Keith Ordeneaux Hon. Greg Hill Hon. Trent Perez Hon. City Staff City Manager Clay Pearson Director of Finance Cynthia Pearson 3 6 REINVESTMENT ZONE NUMBER TWO CITY OF PEARLAND, TEXAS BOARD OF DIRECTORS 2016 Board Members Position 1 Vacant Position 2 Tommy King State Representative Designee Position 3 Herb Fain. Jr. City of Pearland Designee Position 4 Gary Cook. Vice Chair City of Pearland Designee Position 5 Kenneth R. Phillips, Chair City of Pearland Designee Position 6 Jo Knight City of Pearland/Alvin Independent School District Designee Position 7 Mike Pyburn Alvin Independent School District Designee Position 8 Ali Hasanali Fort Bend County Designee Position 9 Larry Loessin Brazoria County Designee 4 DESCRIPTION OF ZONE In accordance with the Tax Increment Financing Act (Chapter 311, Tax Code), Reinvestment Zone Number Two. City of Pearland, Texas (the Zone) was established by Ordinance 891 of the City Council of the City of Pearland (the City). Texas on December 21, 1998. The original Zone, also known as "Shadow Creek Ranch", consisted of 3,467 acres located in Brazoria County and Fort Bend County, Texas. In addition, the Zone is located in Alvin I.S.D. (AISD), Fort Bend I.S.D. (FBISD) and a small portion in Pearland I.S.D. (PISD). The original Zone is generally bounded by Clear Creek on the north, State Highway 288 on the east. Broadway (the extension of FM 518 west of S.H. 288) on the south and FM 521 on the west. A map illustrating the original boundaries of the Zone follows on page 15 as Exhibit 1. On August 23, 1999, by Ordinance No. 918 of the City, the Project Plan and Reinvestment Zone Financing Plan (the Project Plan) for the original TIRZ boundaries was adopted. st 1 Plan Amendment On July 10, 2006, by Ordinance 1276 of the City, the Project Plan was amended and the Zone was expanded to provide for the annexation of 457 acres of vacant land, adjacent to the Zone. 288 acres are in Brazoria County and 169 acres are in Fort Bend County. nd 2 Plan Amendment On November 13. 2006 by Ordinance 1312 of the City, the Project Plan was amended to provide for development of public improvements to serve Shadow Creek Ranch Town Center. The proposed development is within the boundaries of the original Zone and Brazoria County. rd 3 Plan Amendment On November 13, 2006 by Ordinance 1313 of the City, the Project Plan was amended and the Zone was expanded to provide for the annexation of 8+ acres to facilitate the improvement and widening of Broadway from S.H. 288 to F.M. 521. The boundaries of the annexed area are within Brazoria County. The Zone is now composed of 3.932+ acres, of which 3,125+ acres are within Brazoria County and 807+ acres are within Fort Bend County. A map illustrating the boundaries of the Zone as expanded follows on page 16 as Exhibit 2. 5 8 PURPOSE OF ZONE The objective of the Zone is to facilitate quality mixed-use development with a self-sustaining tax base for the City and the other participating taxing entities. The City Council, in adopting the ordinances creating and expanding the Zone, found that the development described in the Project Plan, and its subsequent amendments, would not likely occur, to the quality, standards and densities described in the Project Plan, but for the creation of the Zone. The City Council further found that improvements in the Zone will significantly enhance the value of all taxable real property in the Zone and will be of general benefit to the City. The Zone will pursue its objective by acting as a financing vehicle for regional public improvements, as described in the Project Plan as amended. The methods of financing and the sources of funding available to the Zone, including the participation levels of the various participating entities, including the City, Brazoria County. Fort Bend County and Alvin ISD, are described in the Project Plan and its amendments. 6 9 • STATE OF THE ZONE AND PLAN IMPLEMENTATION IN 2014 1. The information provided in this section is in accordance with § 311.016 (a) (1) of the Texas Tax Code, which requires inclusion of the amount and source of revenue in the tax increment fund established for the zone. In addition to the City's tax increment revenue, interlocal agreements with Brazoria County, Fort Bend County and Alvin ISD provide for each taxing unit's participation in the Zone. The Project Plan also allows for the participation of Brazoria Drainage District No. 4 and Fort Bend Independent School District, though neither is currently participating. Levels of participation are detailed in the Project Plan and current levels of participation are shown in Table A. The zone is currently in its sixteenth year. TABLE A Taxing Entity Participation Taxing Entity Zone Years Participation City of Pearland 9 through 30 100% of taxes collected at current tax rate on Captured Appraised Value (1) Brazoria County 1 through 30 100% of taxes collected at current tax rate on Captured Appraised Value up to a tax rate of$.1359, or if rate is less than $.1359 then 38% of actual tax rate. Fort Bend County 11 through 20 100% of taxes collected at current tax rate on Captured Appraised Value, up to a maximum tax rate of.468075 (2) Alvin ISO 1 through 30 100% of taxes collected at current tax rate on Captured Appraised Value (3) (1) 64% to be repaid as an administrative cost, provided the TIRZ retain at least$.255/$100. (2) In years 21 through 30 participation drops to 100% of.31205. (3) 75%to be used by AISD for the construction of educational facilities. The obligations of the participating taxing jurisdictions, as defined in their respective interlocal agreements, include the timely deposit of tax increment into the City's tax increment revenue fund. Table B illustrates the growth in appraised value from base year to tax year 2015 for each participating jurisdiction. Table C illustrates the amount of the incremental revenue, which has been transferred to the increment fund. These amounts are based upon actual taxes collected as of December 31, 2015. 7 10 O b 2 iC g P ONi N C_ro-Q- NN ......... ,�pp tAtV.2..g- O 0 m 0 OD V n O p VQ r V.N.. .N.G'q O M m N b A r z-P g N V .-N w w w w w w w w M N 1.:a a O p ao O 1p:�N RV.,.Y NNm O_m_^V.' _C CI .....N N N w - 'm .-a P: Ncvytc4N 'roror GNN ^Uf a-.o" G ro.,v N N lV w�ywppwwppwwpp www O V S m m m T N a ^OI l7 a h wi a C.-a g ro h n a °o m w w w w w w w w w mmmmaR, �QgSr -$Sm Ai g .w�" em ro--oN w n V ' 11 a m M N a m iOD M V7 wp g 1,$T 3 r4 4..i..; 8 m po mp T O w O�A N L n Oi h G .NN N..-. 1•f ,.- U 2q7,7;_ r .a ^^ ^ wwwwwwwww 9 I ;NNnRmhm;i m O m,N N N myy{E M. g A O m m- V w 10 O u54.-c4 CCC6 M N N N N N N N N I 6 FM ; ; ; x a o ma oi+ Kirov.N�^"^... 2 > of ro.6 ......... p w w w w w w-- .w NN N V N Rn z 61O ww i o pO C O fgm Z N N N g.N O 3 p pp N pp pp M O Poi.- M n m.-m... m mm n- a mm N a I O g O O XS; N> ...:..g... m.e N A N _ N 2 r.:4e,V 4c4.- 2 co . y3 wwwww www t OFIvao o n e m .m m m N p g. N.-N _, E q 8 8 w .....p N N OD tO N N N i t 1 W pp n t7 V N q a O i m O O q m 2 11 N^ e7 p 0 a e a »» »» » N f O l 6 • f _ R& i g$ C ^ m N 0 g yam, : » ^ +cll . . .,g w Y w w w g o a_VR ' l!e o 61% c w w AT 3 a �8^` r£� n gteAl2 ith Z J„ 3 s U 3 i s MI & stbx..a 3 iA18 1A8 S 4 .E f ac aw w°c h:jj c a° w 9 �d�d V il3JI!illig.z h m ..2.0.1i Ifgct,1 U m LL .7,4 1.a LL RE Y U K a0 LL W F LL 2. The information provided in this section is in accordance with §311.016 (a) (2) of the Texas Tax Code, which requires inclusion of the amount and purpose of expenditures from the fund. The Board of Directors of the Zone has been granted by City Council, in accordance with Section 311.010 of Texas Tax Code, the power to administer, manage, and operate the Zone and to implement the Project Plan. The Zone was created for the duration of 30 years, or until dissolved by the City. The total cost of the public improvements within the Zone, as outlined in the original Project Plan, amounts to $294,482,034. Of this amount. the City will fund $35,471,061 worth of improvements, and the Texas Department of Transportation (TxDOT) will fund another $10,277,050 worth of improvements. The Zone will fund the remaining improvements, which amounts to a cost of $248,733,923, unadjusted for inflation. 1st Plan Amendment The original list of project costs was amended with the approval of the 1st Plan Amendment, which included improvements, estimated to total $34,724,218. These improvements address the water, wastewater, storm sewer, lakes channels. roads and landscaping costs for the 457+ acre annexation. 2nd Plan Amendment The list of project costs was amended again with the approval of the 2nd Plan Amendment, which included improvements estimated to total $11,749,618. These improvements address major road infrastructure, detention, drainage, landscaping and the relocation of pipelines and overhead utilities. All projects associated with this annexation have been completed. 3rd Plan Amendment The list of project costs was amended a third time with the approval of the 3rd Plan Amendment, which included improvements estimated to total $8 million. This amendment addressed the need to fund and construct a section of Broadway. All projects associated with this annexation have been completed. These costs are detailed in the amended Project Budget, a copy of which follows as Table D. The Zone as now enlarged is composed of 3.932+ acres, of which 3,125+ acres are within Brazoria County and 807± acres are within Fort Bend County. A map illustrating the boundaries of the Zone as amended follows on page 16 as Exhibit 2. 9 12 TABLE D Reinvestment Zone NO.2,City of Pearland,Texas-Shadow Creek Ranch Budget Item TIRZ Budget as 1st Plan 2nd Plan 3rd Plan TIRZ Budget as approved Amendment(2) Amendment(2) Amendment(2) Amended (3) (08/23/99)(1) Infrastructure Streets Pavement 12,610,050 1,634.000 14,244.050 Sidewalks 1.859,400 1,859,400 Landscaping and Irrigation 9.675.350 9.675,350 Entry Monuments 735.320 735,320 Lighting 125.900 125.900 Broadway Widening and Signalization 2.831,789 2.831.789 Business Center Drive Paving 852.722 852.722 Memorial Hermann Drive Paving 383,107 383,107 Water System 3.026.863 363,000 3.389.863 Wastewater System 6.940,964 1,029,000 7.969,964 Storm Water System 10,195,776 1.649.000 11.844.776 Lakes and Channels Improvements 29,121,915 5,625,600 34,747,515 Land Cost 4,597,889 6.675.000 11,272,889 Detention and Drainage Land Cost 2.850,000 2,850,000 Beautificaiton/Deepening I Pond Creation 200,000 200,000 Site Drainage Facilities 1,842,000 1,842,000 Parks and Recreation Improvements 5.155.524 5.573.025 10,728,549 Land Cost 2.383.545 2,383.545 Landscaping Business Center Drive 157,500 157,500 Memorial Hermann Drive 67,500 67,500 Overhead Utilities Placed Underground 1.200.000 1,200,000 Pipeline Relocation 700,000 700.000 Major Improvements Water Plants Land Cost 20.000 20.000 W W TP 340.000 340.000 Lift Station 300,000 300.000 Traffic Signals 600,000 550.000 1.150.000 McHard Road Reimbursables Miscelaneous 150.000 150.000 Signal 100.000 100.000 SH 288 Access Road 1.000.000 1,000.000 FM 518 Improvements 6.485.600 6.485.600 Broadway/FM 518 Improvements 7.100,000 7,100.000 Contengencies and Engineering Contingencies(10%) 8.181.116 1.733.620 9,914.736 Engineering(15%) 11.274.211 2.860.473 490.000 900.000 15.524,684 Master Drainage Plan Costs 70.000 70.000 Environmental Study Costs 100,000 100.000 Subtotal 108.267.923 34,474.218 11,574.618 8.000,000 162,316.759 Zone Administration I Creation TIRZ Administration(1-3 Years) 466,000 466.000 Reimbursable T1RZ Creation Costs 900,000 900.000 Annexation Costs 250,000 250.000 Plan Amendment Costs 175.000 175.000 Subtotal 1,366,000 250,000 175.000 1.791,000 Total 109,633,923 34,724.218 11,749.618 8.000.000 164,107.759 City Facilities Library Improvements 2.395,000 2.395.000 Land Cost 105,000 105.000 Fire/Police Station Improvements 2.255.000 2.255.000 Land Cost 245.000 245,000 Subtotal 5,000,000 5,000.000 Educational Facilities AISD Elementary School 41.600.000 41,600.000 AISD Jr.High School 21,450,000 21.450,000 AISD Fresh/Soph Campus 34.050,000 34.050.000 FBISD Elementary School 11,000,000 11,000,000 FBISD Middle School 26.000,000 26,000,000 Subtotal 134.100.000 134,100.000 Grand Total 248.733.923 34,724.218 11,749,618 8,000,000 303.207.759 (1) The original TIRZ Budget as approved in 1999 dollars has not been adjusted for inflation. (2)The amended Budgets as approved in 2006 are shown in 2006 dollars and have not been adjusted for inflation. (3)The Budget as amended shows budget line items as approved in their respective years without adjustment for inflation. 10 13 TIRZ-Funded Projects: Since the creation of the Zone a series of infrastructure improvements have been funded and constructed. Project #13-06-002, Southlake, Phase 2 was initiated in 2013. The proposed improvements total $9.1 million (2006 dollars) for construction, design, and contingency for streets, water, sewer, drainage, land, and landscaping. The Zone approved two Joint Construction and Reimbursement Agreements with Brazoria-Fort Bend Municipal Utility District #1 and 518 SCR, Ltd for shared projects: (1) Southlake Phase 2 and (2) Southlake, Shelton Ridge Lane Phase 2 Gulf Coast Water Authority Canal Bridge. The board also approved Letter of Financing Agreements (Project 14-06-001) for Southlake Phase 3 totaling $2.8 million (2006 dollars) and (Project 14-06-002) for Shadow Grove Phase I totaling $5.9 million (2006 dollars). During calendar year 2015 Shadow Creek Ranch reported approximately 205 home sales and 234 closings. This brings the total number of homes in the Zone to 5,902 as of December 31, 2015. Also, major construction during 2015 included completion of the Memorial Herman Hospital and Medical Center, 658 multi-family units, a neighborhood commercial center, Panda Express and an Auto Zone. City Funded Improvements: • There were no City funded projects in 2015. TxDOT Funded Improvements: • There were no TxDOT funded projects in 2015. 3. The information provided in this section is in accordance with §311.016(a) (3) of the Texas Tax Code, which requires inclusion of the amount of principal and interest due on outstanding bonded indebtedness. Bond Issues In accordance with a Tri-Party Agreement dated October 11, 2004 between the TIRZ, the City of Pearland, and the Development Authority of Pearland (DAP), the TIRZ has pledged increment to provide for the repayment of debt issued on its behalf. In this regard, the DAP sold bonds in 2004, 2005, 2006, 2007, 2009, 2013 and 2014. In 2015, the Development Authority and the City approved the issuance of $66,030,000 in Increment Contract Revenue and Refunding Bonds, Series 2015. A portion of the proceeds, $45,830,000, was used to refunding the remaining outstanding bonds of Series 2012. TABLE E Development Authority of Pearland Outstanding Debt as of December 31, 2015 Tax increment Contract Principal Amount Principal Amount Total Debt Service Revenue Bonds Issued Outstanding Outstanding Series 2013 $9,150,000 $8,355,000 $11,075,998 Series 2014 $8,060,000 $7,510,000 $9,083,520 Series 2015 $66,030,000 $66,030,000 $66,030,000 Total $83,240,000 $81,895,000 $86,189,518 In addition to developer reimbursements made via the sale of bonds, the DAP has also made payments from cash reserves. In 2015 the DAP made direct payments to the developer totaling $6,840,000. Total direct payments as of the end of 2015 for the DAP is $54,831,860, all of which are reflected in the reimbursements outlined in Table F. 11 Additional LFA's Approved for Reimbursement The Zone Board has approved a series of Letter Financing Agreements (LFA's) for reimbursement. Prior to Board action all project costs related to each LFA were reviewed by the Zone's Auditor, McGrath & Co. PLLC, and summarized in a reimbursement report, which included eligible project costs plus interest. Table F outlines Letter Financing Agreements approved through the end of 2015. 12 15 TABLE F Letter Finance Agreements Approved for Reimbursement Letter Finance Agreement(LFA) LFA Date LFA Amount(1) Reimbursements Through 2015(2) Creation Costs 06/19/2000 $ 900.000 $ 1.235,408 LFA99-11-001 (Entry) 11/08/1999 919.150 ' 1.220,281 LFA 00-01-001 (V1P1A) 02/21/2000 6,524.629 5.243,529 LFA 00-10-002(V1P1B) 10/09/2000 10,318,290 10.593,290 LFA01-04-001 (V1P1B) 08/23/2001 1,967.061 805,884 LFA 03-10-004(Kingsley Drive,Phase 3) 10/07/2003 3,529.173 2.791,877 LEA 04-07-006(Traffic Signal 07/13/2004 287.788 293,578 Shadow Creek PKWY/Kingsley) - LEA 04-07-007(Parks and Trails 07/13/2004 1,007.256 877,201 Grading and Infrastructure) - LEA 03-10-001 (Remaining Village 10/07/2003 7,554.654 8.493,040 2,Phase 2 Improvements) - LFA 04-07-002(Fire/Police Station Land Cost) 07/13/2004 408.668 555,954 LEA 02-08-001(Village 1 and Village 08/06/2002 4,727.516 6.029,532 2 Phase 2 Improvements) - LFA 01-11-002(Additional Village 1 and 11/12/2001 24,509.430 33,055,576 Village 2 Improvements) - LFA03-10-002(Village 3,Phase 1 and 10/07/2003 7,809.950 11.734,369 2 Improvements) - LEA 06-03-001(Elementary School#2 Site) 03/27/2006 1,687.801 1.886,601 LFA06-08-002(Library Site) 08/28/2006 481.569 557,100 LFA04-07-003(Regional Nature Park) 07/13/2004 760.988 1.168,312 LEA 03-10-005(Kingsley Drive Phase 10/07/03 4,486.342 6.811,005 4 Improvements) - LFA 03-10-006(Village 5 Improvements) 10/07/03 7,055.177 11.274,134 LFA 04-07-005(Village 4,Phase 1 and 04/07/05 3,354.452 5.223,786 Refelction Bay North Improvements) - LFA03-10-003(Village 3,Phase 3 Improvements) 10/07/03 7,711.582 12,811,167 LFA04-07-004(Village 3,Phase 4 Improvements) 07/13/04 8,204.999 13,624,832 LFA06-01-003(Remaining Village 4 Improvements) 01/30/06 7,120.532 - LFA 06-08-001(Additional Sidewalks) 08/28/06 2,356.305 - LFA 06-01-001(Kingsley Drive North) 01/31/06 6,417.644 5.536,104 LFA06-01-002(Additional Village 4 Improvements) 01/31/06 9,392.437 - LFA 06-08-003(S.H.228 Frontage Road 08/31/06 1,276.667 - LFA 06-10-001(Road Infrastructure,Pipeline 10/23/06 9,949.618 - Relocation and Site Drainage;Part of 2nd - Plan Amendment) - LFA 07-03-002(Shadow Creek Ranch Town Center 03/12/07 1,851.598 - Improvements;Part of 2nd Plan Amendment) - LFA07-03-001 (Village 7,Phase 1 Broadway 03/12/2007 1,271.499 - Improvements) - LFA 08-05-001 (Broadway to FM 521) 05/05/2008 9,482.989 - LEA 08-05-002(Broadway Landscape-Northside) 05/05/2008 1,158,218 " - LEA08-01-001 (Broadway Improvements) 01/15/2008 8,449,086 - City of Pearland - LFA 10-06-001 (Discovery Bay Extension to SH288) 06/07/2010 912,908 - LFA 10-06-002(SCH-4 Site) 06/07/2010 2,530,620 - LFA 10-06-003(SCH-5 Site) 06/07/2010 4,935,370 - LFA 13-06-004(SCH-3 Site) 06/24/2013 2,382,379 - $ 173,694,345 $ 141,822,560 (1) LFA amounts have been adjusted for inflation per the Project and Financing Plan and related budget. (2) Amounts reimbursed include actual interest per the Developer Reimbursement Agreement. Actual costs exceeded the amount of the LFA. Per the governing agreements.reimbursement is 13 limited to the amount of the LFA 16 4. The information provided in this section is in accordance with §311.016 (a) (4) of the Texas Tax Code, which requires inclusion of the tax increment base and current captured appraised value retained by the zone. In each year subsequent to the base year, the Zone will receive tax increment revenue based on ad valorem property taxes levied and collected by each participating taxing unit on the captured appraised value of the Zone. The captured appraised value of the Zone is the total appraised value of all real property located within the Zone as of January 1, less the total appraised base year (January 1. 1998) value. As of December 31, 2015, development schedules for the original Zone remained unchanged from projections in the Project Plan. However, because the pace of development is unpredictable. and because the Project Plan provides a best estimate of captured appraised values, the actual captured appraised value in any future year may not equal the projected estimates of such value. As of January 1, 1998, the base year for the Zone, the area encompassed by the original Zone was undeveloped land, with a total appraised value of $7,172,980. On January 1, 2015, the area encompassed by the Zone had a total appraised value of $1,815,013,156. As a result. the total captured appraised value (net base year value and exemptions) on the tax roll as of January 1, 2015 was $1,807,840,176 for the City, as illustrated in Table B. The City of Pearland base year (2006) value for the 457+ acres annexed in the 1st Plan Amendment was $4,381.680. As of January 1, 2015 the total appraised value was $9,781,810. As a result the total captured appraised value on the roll as of January 1, 2015 was $5,400,130. All lands associated with the 2nd Plan Amendment are within the boundaries of the original Zone. All lands associated with the 3rd Plan Amendment are either owned by a municipality or are dedicated right-of-way with no taxable value. 5. The information provided in this section is in accordance with §311.016 (a) (5) of the Texas Tax Code, which requires inclusion of the captured appraised value shared by the municipality and other taxing units, the total amount of tax increments received, and any additional information necessary to demonstrate compliance with the tax increment financing plan adopted by the governing body of the municipality. As previously stated, the City, Brazoria County, Fort Bend County and Alvin ISD are the only taxing units currently participating in the Zone. As of January 1, 2015 the total captured appraised value in the TIRZ was $1,813,240,306 for the original and annexed areas of the Zone. The total amount of tax increment revenue received is detailed in Table C. (This report was written in accordance with the provisions of Chapter 311.016 of the Texas Tax Code) 14 17 REINVESTMENT ZONE NUMBER TWO CITY OF PEARLAND, TEXAS 2015 ANNUAL REPORT EXHIBITS 15 18 1 K «. s-�. ri 4 es _ __ o . ..t. `4 1 J Xtr , _ m . E,ii- - ASS -11: ,' Z Z ; a s WW l � i j ' 4.11° wawa _. r,,,,,• , t i I, 1 ___. I 4-- di Ss 9 ilk x' I,...2,.c: a cc t �' w ^, a o `L> ' f0 t� 1 - } L-..17;,Y / • pit .�r: .: N ''it■ .,.■., triNc,1,I(.). . .__. :,... ,,,I' • ..'Thi .,t.....(14 , z• • r, i: , 6. ..,....1. - 1 , ,. ../ --- E . . ...„ a� 'a E o ' r:; .... ra J • ' .."''' '.. -.'„. 41... y • L- 9, ' • • y • ..,;• ....ill, . 0 y / "� . /{fun0. \ .. .is. . _., t!� _. .a - l k W� „ � W a If i .•'''s-••.. tir • 0 N , y r .; 4 ... y........°.,__, ,,,__1-Al., . i Ti,r......,,.ITI! z i . -' . uJ . 0_ .. 0 _ .. 4 -•. 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