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DOWNTOWN DEVELOPMENT REIMBURSEMENT AGREEMENT
This Downtown Development Reimbursement Agreement(the"Agreement")is entered into between the
City of Corpus Christi, Texas (the "City"), as the agent of the Corpus Christi Tax Increment Reinvestment
Zone#3("TIRZ#3"),and Stonewater Properties 723 Broadway LLC and Stonewater Properties Carancahua
Inc. (jointly,the"Developer").
Recitals
WHEREAS on December 16, 2008, the City Council of the City (the "City Council") approved Ordinance
027996,which established the TIRZ#3 in accordance with Texas Tax Code Chapter 311.TIRZ#3 promotes
economic development and stimulates business and commercial activity in its downtown Corpus Christi
area (the"Zone");
WHEREAS on August 25,2015,the City Council approved a Project and Financing Plan(the"Plan")for TIRZ
#3;
WHEREAS the Board of Directors of TIRZ#3 (the "Board") includes members of the City Council in a non-
public-official capacity,as well as a representative from each of Nueces County and Del Mar College,who
have committed to contribute to TIRZ#3 through Interlocal Agreements created in 2009 and amended in
2012 and 2016;
WHEREAS on November 10, 2015, the City Council approved Ordinance 030680, which amended
Ordinance 027996 and authorized the Board to approve agreements in this form, to be entered into by
the City,as the Board considers necessary or convenient to implement the Plan and achieve its purpose;
WHEREAS the Plan contained certain programs designed to improve conditions and increase commerce
within the Zone;
WHEREAS the Developer has proposed a development plan (the "Development") for the certain
improvements described in attached Exhibit A Development Description (the "Improvements"). The
Improvements are planned to be constructed on the properties located at 817 N.Carancahua ("Studio 21
Apartments") and at 723 Upper Broadway ("Broadway Lofts") as well as the parking lot at 624 Buffalo
and the parking lot located in the 800 BLK of N.Carancahua (together,the"Parking Facilities"),with such
properties being more fully described on attached Exhibit B Property Description(each,a"Property"and,
collectively, the "Properties"). The Improvements for Studio 21 Apartments will be constructed by
Stonewater Properties Carancahua Inc. All other Improvements will be constructed by Stonewater
Properties 723 Broadway LLC. The Properties are located within the Zone, and the Improvements fall
within one of the programs approved in the Plan;
WHEREAS the Development concept has been refined through cooperation between the Developer and
the City to meet the desired goals of revitalization within the Zone and serve a public benefit;
WHEREAS any reference to"City"or"City Staff," is entirely in agency capacity for TIRZ#3,and further the
City as a home-rule municipal corporation is not a party to this agreement;and
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WHEREAS the Developer desires to be reimbursed for certain future costs incurred pursuant to the
Development, and TIRZ #3 desires to reimburse the Developer for these costs in accordance with this
Agreement;
Agreement
Now therefore, in consideration of the mutual covenants and obligations,the parties agree as follows:
Section 1. Reimbursement Obligations.
The City shall reimburse the Developer from available TIRZ #3 funds in an amount up to the estimated
project cost listed next to each Improvement in attached Exhibit C(the"Estimated Proiect Costs"),except
that (a)the total amount of all such reimbursements for the Development may not exceed $655,000.00
and(b) if the Developer actually incurs a cost for an Improvement less than that Improvement's Estimated
Project Cost, the City shall reimburse the Developer for only the amount of the cost that the Developer
actually incurred for that Improvement. All reimbursements shall be payable to the entity listed as the
party constructing the particular Improvements,and all documentation required for such reimbursements
shall be submitted by the entity seeking the reimbursements without the need for joinder by the other
entity comprising the Developer. Based on qualifications of the Development, the program
reimbursement structure is as follows:
The reimbursement shall be done in three phases, consistent with the three phases of the Development,
which are outlined in Exhibit A.
Phase I—Studio 21 Apartments:
(a) Downtown Living Initiative for 817 N. Carancahua, Studio 21 Apartments:
(1) $185,000 for 37 units. This incentive will be paid over two consecutive years at $92,500 no
sooner than FY 2017 and FY 2018, after the Developer receives a Certificate of Occupancy
from the City's Development Services Department ("C of 0")for the Improvements at Studio
21 Apartments.The incentive consists of a$5,000 per unit reimbursement for 37 micro-units.
Phase II—Broadway Lofts:
(b) Downtown Living Initiative for 723 Upper Broadway, Broadway Lofts:
(1) $420,000 for 44 units.This incentive will be paid in a single payment no sooner than FY 2018,
after the Developer receives a C of 0 for the Improvements at Broadway Lofts.This incentive
consists of a $10,000 per unit reimbursement for 40 units and a $5,000 per unit
reimbursement for 4 micro-units.
Phase III—Parking Improvements:
(c) Project Specific Development Agreement:
(1) Beginning the year the Developer completes the Improvements at the Parking Facilities,
and after the Developer receives a C of 0 for the Improvements at Studio 21 Apartments and
Broadway Lofts, the City shall reimburse annually 75% of the property taxes paid on the
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Improvements at 817 N. Carancahua and 723 Upper Broadway to the participating taxing
entities in TIRZ#3, up to a total cap of$50,000,for a maximum of ten (10)years.
(2) If at any time prior to the completion of Phase III,the Developer decides not to proceed
with Phase II, the Developer must notify the City in writing. In the event that the Developer
chooses not to complete Phase II,then, beginning the year after the Developer completes the
Improvements at the Parking Facilities and after the Developer receives a C of 0 for the
Improvements at Studio 21 Apartments,the City shall reimburse annually 75%of the property
taxes paid on the Improvements at 817 N. Carancahua to the participating taxing entities in
TIRZ#3, up to a total cap of$25,000,for a maximum of ten (10)years.
(3) Each such payment shall be made no later than 30 days following the Developer's
submittal of a valid Request for Reimbursement
(4) After the City has paid to Developer an amount equal to $50,000, the City shall have no
further obligation to pay any amount to Developer for this phase of the Development.
(5) No interest shall accrue on any amount of unreimbursed Project Costs, and City shall not
be obligated to pay Developer any interest whatsoever under this Agreement.
Section 2. Conditions for Reimbursement.
The City shall reimburse Developer in accordance with Section 1 only if the following conditions are
fulfilled for each distinct Phase as described on Exhibit A:
(a) The Developer constructs all of the Improvements by the completion dates below, in accordance with
Exhibit A and the City's building codes and policies:
(1) For Studio 21 Apartments on or before December 1, 2017 (the"Phase I Completion Date")
(2) For Broadway Lofts on or before December 1, 2018 (the"Phase II Completion Date")
(3) For Parking Lot Improvements on or before December 1, 2018 (the "Phase Ill Completion
Date")
(b) The City's Development Services Department issues a C of 0 for the Improvements to Studio 21
Apartments and Broadway Lofts upon the completion of each such Phase.
(c) At any time before the issuance of the C of 0 for each property,the Developer provides a Residential
Management and Marketing Plan for the Studio 21 Apartments and Broadway Lofts, which is
approved by the City manager or designee. The City and the Developer agree that the Management
and Marketing Plan for Studio 21 Apartments was received and approved by the City on June 17,2016.
The Developer will supplement the Management and Marketing Plan if any major changes to the plan
are made prior to the submission of a request for reimbursement for Phase I.
(d) Within 60 days of the issuance of the C of 0 for a Phase, the Developer submits a Request for
Reimbursement for actual Project Costs, in the form contained in Exhibit D TIRZ#3 Reimbursement
Request Form, including:
(1) C of O;
(2) specific improvements completed under the Development and the amount of money that
Developer paid for completion of such work and that Developer claims as actual Project Costs;
(3) supporting documents demonstrating that such amounts were actually paid by Developer,
including but not limited to invoices, receipts and final lien waivers signed by the general
contractor;
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(e) Appropriate City Staff has inspected the particular Improvements and certified that such
Improvements are complete, acceptable,and comport to the terms of this Agreement.
(f) Upon acceptance by City Staff, Request for Reimbursement form is reviewed and approved by the
Board.
(g) If the Developer fails to pay the required taxes on the property or files a protest to the Nueces
County Appraisal District or an appeal to any state or federal court of the assessed value of Property
for ad valorem tax purposes,the City and TIRZ#3 shall be under no obligation to make any
payments under this agreement until such time as the protest or appeal is resolved and all taxes are
paid in full. Any late fees,fines, or interest assessed as a result of the failure to pay taxes or the
appeal process shall not be reimbursed to the Developer under this agreement. Reimbursement is
limited to the actual amount of property tax paid on the Improvements.
Section 3. Audit
Developer also will make available for inspection by the City Manager or designee all financial and
business records of Developer that relate to the Development, in order to assist City Staff in verifying the
Developer's compliance with the terms and conditions of this Agreement. TIRZ#3 shall have the right to
have these records audited.
Section 4. Maintenance of Improvements.
If the Developer constructs the Improvements,the Developer shall maintain the Improvements,premises,
and adjacent public right of way in good condition and so as to not contribute to blight in the Zone. The
Developer's obligation to maintain the Improvements and public right of way adjacent to the Properties,
includes without limitation, maintaining the landscaping,sidewalks,aesthetics,and general cleanliness of
the premises.
Section 5. Termination.
Unless sooner terminated in accordance with this Section, this Agreement shall survive the expiration of
TIRZ #3. If the Developer has not fully complied with Section 2 Conditions for Reimbursement by
December 1, 2018, this Agreement shall terminate immediately, unless mutually agreed to in writing in
accordance with Section 16.
Section 6. Warranties.
Developer warrants and represents to City the following:
(a) Developer is comprised of a corporation and limited liability company duly organized,validly existing,
and in good standing under the laws of the State of Texas, and further has all corporate power and
authority to carry on its business as presently conducted in Corpus Christi,Texas.
(b) Developer has the authority to enter into and perform,and will perform,the terms of this Agreement.
(c) Developer has timely filed and will timely file all local, State, and Federal tax reports and returns
required by law to be filed, and has timely paid and will timely pay all assessments, fees, and other
governmental charges, including applicable ad valorem taxes,during the term of this Agreement.
(d) If an audit determines that the request for funds was defective under the law or the terms of this
Agreement, Developer agrees to reimburse the City for the sums of money not authorized by law or
this Agreement within 30 days of written notice from the City requesting reimbursement.
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(e) The parties executing this Agreement on behalf of Developer are duly authorized to execute this
Agreement on behalf of Developer.
(f) Developer does not and agrees that it will not knowingly employ an undocumented worker. If, after
receiving payments under this Agreement,Developer is convicted of a violation under 8 U.S.C.Section
1324a(f), Developer shall repay the payments at the rate and according to the terms as specified by
City Ordinance, as amended, not later than the 120th day after the date Developer has been notified
of the violation.
Section 7. Force Majeure.
If either the City or Developer is prevented, wholly or in part, from fulfilling its obligations under this
Agreement by reason of any act of God,unavoidable accident,acts of enemies,fires,floods,governmental
restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control,
then the obligations of the City or Developer are temporarily suspended during continuation of the force
majeure. If either party's obligation is affected by any of the causes of force majeure,the party affected
shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as
possible after the occurrence of the cause or causes relied upon.
Section 8. Assignment.
Developer may not assign all or any part of its rights, privileges, or duties under this Agreement without
the prior written approval of the Board. Any attempted assignment without such approval is void, and
constitutes a breach of this Agreement.Assignment can only be requested for multi-year reimbursements
after completion of the obligations by the Developer.
Section 9. Indemnity.
Developer covenants to fully indemnify, save, and hold harmless the TIRZ#3, the City, their respective
officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims, demands,
and actions of any kind on account of personal injuries (including, without limiting the foregoing,
workers'compensation and death claims),or property loss or damage of any kind, which arise out of or
are in any manner connected with, or are claimed to arise out of or be in any manner connected with
Developer activities conducted under or incidental to this Agreement, including any injury, loss or
damage caused by the sole or contributory negligence of any or all of the Indemnitees. Developer must,
at its own expense, investigate all those claims and demands, attend to their settlement or other
disposition, defend all actions based on those claims and demands with counsel satisfactory to
Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from
the liability,damage, loss,claims,demands,or actions.
Section 10. Events of Default.
The following events constitute a default of this Agreement:
(a) Failure of Developer to timely, fully, and completely comply with any one or more of the
requirements,obligations, duties,terms, conditions,or warranties of this Agreement.
(b) TIRZ#3,the Board or City Staff determines that any representation or warranty on behalf of Developer
contained in this Agreement or in any financial statement,certificate, report,or opinion submitted to
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the TIRZ #3 in connection with this Agreement was incorrect or misleading in any material respect
when made.
(c) Developer makes an assignment for the benefit of creditors.
(d) Developer files a petition in bankruptcy,or is adjudicated insolvent or bankrupt.
Section 11. Notice of Default.
Should the City determine that Developer is in default according to the terms of this Agreement,the City
shall notify Developer in writing of the event of default and provide 60 days from the date of the notice
("Cure Period") for Developer to cure the event of default. Such Cure Period may be extended, by
agreement of the City and the Developer, if the event of default requires a longer period to cure and
Developer is diligently proceeding with such cure.
Section 12. Results of Uncured Default.
After exhausting good faith attempts to address any default during the Cure Period, and taking into
account any extenuating circumstances that might have occurred through no fault of Developer, as
determined by the City, the following actions must be taken for any default that remains uncured after
the Cure Period.
(a) Developer shall immediately repay all funds paid from TIRZ#3 funds under this Agreement.
(b) Developer shall pay reasonable attorney fees and costs of court.
(c) The City and TIRZ#3 shall have no further obligations to Developer under this Agreement.
(d) Neither the City nor the TIRZ#3 may be held liable for any consequential damages.
(e) The City may pursue all remedies available under law.
Section 13. No Waiver.
(a) No waiver of any covenant or condition,or the breach of any covenant or condition of this Agreement,
constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement.
(b) No waiver of any covenant or condition,or the breach of any covenant or condition of this Agreement,
justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any
other covenant or condition of this Agreement.
(c) Any waiver or indulgence of Developer's default may not be considered an estoppel against the City
or TIRZ#3.
(d) It is expressly understood that if at any time Developer is in default in any of its conditions or
covenants of this Agreement, the failure on the part of the City to promptly avail itself of the rights
and remedies that the City may have,will not be considered a waiver on the part of the City, but City
may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account
of the default.
Section 14. Available Funds.
Developer specifically agrees that City and the TIRZ #3 shall only be liable to Developer for the actual
amount of the money due Developer under this Agreement from TIRZ#3 funds,and shall not be liable to
Developer for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of
court for any act of default by City or the TIRZ#3 under the terms of this Agreement. Payment by City is
strictly limited to the total amount of increment funds for TIRZ #3. City shall use its best efforts to
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anticipate economic conditions and to budget accordingly. However, it is further understood and agreed
that,should the actual tax increment funds be less than the total amount paid to all contracting parties at
the time,then in that event, all contracting parties shall receive only their pro rata share of the available
increment funds for that year, as compared to each contracting parties' grant amount for that year, and
City and the TIRZ#3 shall not be liable to for any deficiency at that time or at any time in the future. In
this event, City will provide all supporting documentation, as requested. Reimbursements paid to
Developer shall require a written request from Developer accompanied by all necessary supporting
documentation,as outlined in Section 2.
Section 15. Notices.
Any required written notices shall be sent by certified mail, postage prepaid, addressed as follows:
To Stonewater Properties Carancahua Inc and/or Stonewater Properties 723 Broadway LLC:
Stonewater Properties USA
Attn: Cherylyn Boyd
4833 Saratoga Blvd. #227
Corpus Christi,TX 78413
To Corpus Christi Tax Increment Reinvestment Zone#3 and/or City of Corpus Christi:
City of Corpus Christi
Attn.: City Manager's Office
Tax Increment Reinvestment Zone#3
P.O. Box 9277
Corpus Christi,Texas 78469-9277
Notice is effective upon deposit in the United States mail in the manner provided above.
Section 16. Amendments or Modifications.
No amendments or modifications to this Agreement may be made, nor any provision waived, unless in
writing signed by a person duly authorized to sign agreements on behalf of each party.
Section 17. Captions.
The captions in this Agreement are for convenience only and are not a part of this Agreement. The
captions do not in any way limit or amplify the terms and provisions of this Agreement.
Section 18. Severability.
If for any reason,any section, paragraph,subdivision,clause, provision, phrase or word of this Agreement
or the application of this Agreement to any person or circumstance is,to any extent, held illegal, invalid,
or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction,
then the remainder of this Agreement, or the application of the term or provision to persons or
circumstances other than those as to which it is held illegal,invalid,or unenforceable,will not be affected
by the law or judgment, for it is the definite intent of the parties to this Agreement that every section,
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paragraph,subdivision,clause, provision, phrase, or word of this Agreement be given full force and effect
for its purpose.
To the extent that any clause or provision is held illegal, invalid,or unenforceable under present or future
law effective during the term of this Agreement,then the remainder of this Agreement is not affected by
the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as
similar in terms to the illegal,invalid,or unenforceable clause or provision as may be possible and be legal,
valid, and enforceable,will be added to this Agreement automatically.
Section 19. Venue.
Venue for any legal action related to this Agreement is in Nueces County,Texas.
Section 20. Sole Agreement.
This Agreement constitutes the sole agreement between City and Developer. Any prior agreements,
promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement,
are of no force and effect.
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APPROVED AS TO FORM: Io day of ANAOAy} , 2016.
OL AM;Lt CUL". :12Z1-641
Assistant City Attorney �'1:23
For City Attorney .AU MALL"
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SECRETARY
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By: � .�a�v
Margie C. Rose,City Manager
Date: g!/is
City of Corpus Christi on behalf of Tax Increment Reinvestment Zone#3
Attest:
I
By: ' ` VQ cT•�
Rebecca Huerta
City Secretary
Developer
Stonewater Properties 723 Broadwa C Stonewater Properties Caranca . •^.
.11 Hi LI
By:
President President
Date: 6' )-A Date: I L 66
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Exhibit A—Development Description
Exhibit B—Property Description
Exhibit C—Estimated Project Costs
Exhibit D—TIRZ#3 Reimbursement Request Form
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Exhibit A—Development Description
This Development is a multi-phased development of two vacant office buildings in uptown Corpus
Christi,with supporting parking lots.Additional parking will provided, as outlined in the attached Parking
Plan.
Phase 1- 44 Micro-Unit development at 817 N. Carancahua, Studio 21 Apartments.
SMART HOUSE STUDIO LOFTS Close proximity to downtown and access to all the possibilities of
downtown nightlife. 252 to 457 sq ft studios to fit the needs of individuals looking to live in the hub
of the progressive downtown scene.
Phase 2- 44 Unit development at 723 Upper Broadway, Broadway Lofts.
SMART HOUSE STYLE APARTMENTS Close proximity to downtown and access to all the possibilities of
downtown nightlife.400 to 991 sq ft apartments to fit the needs of individuals and small families
looking to live in the progressive downtown scene.The first floor will provide commercial space
opportunities for amenities.The rooftop will become a gathering site for residents of both
properties.
Phase 3- 39 Parking Space Lot at 624 Buffalo
25 Space Parking Lot at 822 N. Carancahua
Parking Lots will include landscaping and lighting.
TIRZ#3 will reimburse up to$50,000 for lighting and landscaping on the Parking Lots.
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Exhibit B—Property Description
Phase 1 —817 N Carancahua St.—Studio 21 Apartments
Owner Name: STONEWATER PROPERTIES CARANCUHUA INC Hawn Building
Property Identification Number:196802
Geo Identification Number:0797-0010-0050
Legal Description: BLUFF BLK 10 LOT 6A
Address:817 CARANCAHUA ST N 78401
Neighborhood: BLUFF
Phase 2—723 Upper Broadway—Broadway Lofts
Owner Name: STONEWATER PROPERTIES 723 BROADWAY LLC Broadway Lofts
Property Identification Number:196781
Geo Identification Number:0797-0005-0060
Legal Description: BLUFF BLK 5 LOT 6
Address: 723 UPPER BROADWAY N 78401
Neighborhood: BLUFF
Phase 3—Parking Lot Improvements
Owner Name: STONEWATER PROPERTIES 723 BROADWAY LLC 624 Buffalo Parking Lot
Property Identification Number:196789
Geo Identification Number:0797-0006-0110
Legal Description: BLUFF W9O'OF LTS 10 THRU 12 BK 6
Address: 624 BUFFALO ST 78401
Neighborhood: BLUFF
Owner Name: STONEWATER PROPERTIES 723 BROADWAY,LLC Carancatlua Parking Lot
Property Identification Number:196782
Geo Identification Number:0797-0005-0070
Legal Description: BLUFF BLK 5 LOT 7&8
Address: CARANCAHUA ST N TX 78401
Neighborhood: BLUFF
12
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Exhibit C—Project Costs
Improvement Estimated Cost Category
1)817 N Carancahua St.—Studio 21
Apartments
2)723 Upper Broadway—Broadway Lofts
3) Parking Improvements $50,000
4)
5)
Total Possible Reimbursement:
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Exhibit D—Request for Reimbursement Form
City of Corpus Christi-City Manager's Office
Corpus Christi Downtown Management District
Tax Increment Reinvestment Zone #3
Request for Reimbursement
Project Name:
Grant Program:
Type of Reimbursement: [lOne Time riRe-Occurring(First Payment)
Requester: Date Requested:
bmprwers ent Estimated Cost Actual Cost Invoice
Icer A_ert beak q per Alrfdred Rders>ICIE
1)
2) �»
3)
4)
5)
TOTAL
Attached is the Following:
1) Executed T1RZ ff3 Reimbursement Agreement ri
2) Certificate of Occupancy Date:
3) Documentation of Expenses ri
Signatures for Submittal:
Authorized Developer: Date:
Authorized General Contractor: Date:
AR iompleteRequest for leeiinhle twiaatbeprocessedsiihsnahwdropymudambirtedPOF
veisolloAly'ssa8@catexas.corn.Upon=rig aptespocA,1og inspection vi besdrediile+d.
Signatures for Approval Process
Request Rec'd By City: Date:
Documentation Complete: Inspection of Project:
Notes:
Reimbursement Approved by TIRZ f13 Board: Date:
Tax Increment Reinvestment Zone if3 Request for Reimbursement
Updated October 2015
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