2013-09-30 DEVELOPMENT AUTHORITY OF PEARLAND SPECIAL MEETING MINUTESMINUTES OF A SPECIAL MEETING OF THE DEVELOPMENT AUTHORITY OF PEARLAND,
CITY OF PEARLAND TEXAS, HELD ON MONDAY, SEPTEMBER 30,2013,4:30 P.M., IN THE
FIRST FLOOR CONFERENCE ROOM AT PEARLAND CITY HALL, 3519 LIBERTY DRIVE,
PEARLAND, TEXAS.
Mayor Reid called the meeting to order at 4:40 p.m. with the following present:
Chairman
Secretary
Boardmember
Boardmember
Boardmember
Tom Reid
Ed Baker
Bill Sloan
Tom Pool
Anthony Carbone
Others in attendance: Bill Eisen City of Pearland City Manager; Claire Bogard City of
Pearland Director of Finance; Maria E. Rodriguez City of Pearland Deputy City Secretary;
Ryan O'Hara RBC Capital; Lynne Humphries, Allen Boone Humphries Robinson, LLP
Trey Lary Allen Boone Humphries Robinson; Drew Pelter Shadow Creek Ranch
Development Company.
NEW BUSINESS:
BOARD ACTION — APPROVAL OF THE DEVELOPMENT AUTHORITY OF PEARLAND
BOARD OF DIRECTORS MEETING MINUTES FOR SEPTEMBER 17, 2012, SPECIAL
MEETING HELD AT 4:00 P.M. DAP Board of Directors.
Boardmember Baker made the motion, seconded by Boardmember Pool, to approve the
Minutes of the September 17, 2012, Development Authority of Pearland Meeting.
Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
Motion Passed 5 to 0.
BOARD ACTION — RESOLUTION NO. RDAP-2013-2 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), ACCEPTING THE 2012 ANNUAL
FINANCIAL REPORT FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2012.
Ms. Claire Bogard, Finance Director.
Boardmember Carbone made the motion, seconded by Boardmember Sloan, to approve
Resolution No. RDAP-2013-2.
Rick Overgaard Assistant Finance Director presented the Board with an overview of the
2012 Annual Financial Report and Auditors opinion of the unqualified Audit for the Fiscal
Year ending September 30, 2013.
Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
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Motion Passed 5 to 0.
BOARD ACTION — RESOLUTION NO. RDAP-2013-3 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), ACCEPTING THE FINANCIAL
REPORT FOR THE PERIOD ENDING AUGUST 31, 2013. Ms. Claire Bogard, Finance
Director.
Boardmember Carbone made the motion, seconded by Boardmember Pool, to approve
Resolution No. RDAP-2013-3.
Claire Bogard Finance Director stated attached are the Financial Statements Balance
Sheet and Statement of Revenues and Expenditures for the Development Authority of
Pearland for the eleven -month period ending August 31, 2013. She provided the Board
with an overview of the Balance Sheet and Income Statement forthe period ending August
2013.
Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
Motion Passed 5 to 0.
BOARD ACTION — RESOLUTION NO. RDAP-2013-4 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), ACCEPTING THE INVESTMENT
REPORT FOR THE QUARTERS ENDING JUNE 2012, SEPTEMBER 2012, DECEMBER
2012, MARCH 2013 AND JUNE 2013. Mr. Rick Overgaard, Assistant Finance Director.
Boardmember Carbone made the motion, seconded by Boardmember Baker, to approve
Resolution No. RDAP-2013-4.
Rick Overgaard Assistant Finance Director stated pursuant to the Public Funds Investment
Act, not less than quarterly, the Investment Officer shall prepare and submit to the entity a
report of investment transactions. Provided in the Board's packet for consideration are the
Investment Reports for the quarters ending June 30, 2012 through June 30, 2013. Mr.
Overgaard provided the Board with a brief overview of the June 2012, September 2012,
December 2012, March 2013 and June 2013 Quarterly Investment Reports.
Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
Motion Passed 5 to 0.
BOARD ACTION — RESOLUTION NO. RDAP-2013-5 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), ADOPTING AN AMENDED
INVESTMENT POLICY, INVESTMENT STRATEGY AND APPROVED BROKERS IN
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ACCORDANCE WITH CHAPTER 2256 OF THE GOVERNMENT CODE ("PUBLIC FUNDS
INVESTMENT ACT"). Mr. Rick Overgaard, Assistant Finance Director.
Boardmember Sloan made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-2013-5.
Rick Overgaard Assistant Finance Director stated the Public Funds Investment Act (PFIA)
requires the governing body to review its investment policy, investment strategies, and
approved broker/dealers not less than annually. Mr. Overgaard gave a detailed overview
of the policy goals for consideration for the approval of the Resolution adopting the
Development Authority's Investment Policy, Investment Strategy, and Approved Broker
Dealers list.
Discussion ensued between Boardmembers, Lynne Humphries Allen Boone Humphries
Robinson, LLP, and Claire Bogard Finance Director regarding extending the maturity of an
investment of three (3) to five (5) years, as well as the use of Municipal Bonds as an
investment tool.
Boardmember Reid stated that the attachment did not show the proposed changes and
requested them to reflect correct in the final Resolution.
Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
Motion Passed 5 to 0.
BOARD ACTION — RESOLUTION NO. RDAP-2013-6 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), RATIFYING CHECKS 1092
THROUGH 1114 and APPROVING PAYMENT OF INVOICE. Ms. Claire Bogard, Finance
Director.
Boardmember Pool made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-2013-6.
Claire Bogard Finance Director stated in July 2007, the Board approved the creation of an
Invoice Review Committee to review and approve invoices for payment. The Board
directed that invoices and checks signed by the Committee be ratified by the Board. The
Board last approved checks on June 11, 2012, through check number 1091. Since then,
the Invoice Committee has reviewed and approved 20 checks for payment totaling $23,
377.69. She stated provided in the Board's packet is a list of all checks signed by the
Invoice Committee from June 2012, through September 18, 2013. Checks 1094, 1103
and 1111 are voided.
Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
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Motion Passed 5 to 0.
BOARD ACTION — RESOLUTION NO. RDAP-2013-7 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), TEXAS APPROVING A
CONTRACT WITH ARBITRAGE COMPLIANCE SPECIALISTS, INC. FOR ARBITRAGE
COMPLIANCE SERVICES. Ms. Claire Bogard, Finance Director.
Boardmember Baker made the motion, seconded by Boardmember Pool, to approve
Resolution No. RDAP-2013-7.
Claire Bogard, Finance Director stated attached is the annual contract with Arbitrage
Compliance Specialists, Inc. to bring current all rebate reports through September 30,
2014. This item is for the Board's consideration and approval of the contract with Arbitrage
Compliance Specialists, Inc. for Fiscal Year 2014, Arbitrage calculations in the amount not
to exceed $6,160.00.
Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
Motion Passed 5 to 0.
BOARD ACTION — RESOLUTION NO. RDAP-2013-8 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), TEXAS AUTHORIZING A
DEVELOPER REIMBURSEMENT TO SHADOW CREEK RANCH DEVELOPMENT
COMPANY LTD TO REIMBURSE FOR TIRZ INFRASTRUCTURE IMPROVEMENTS IN
THE AMOUNT OF $6,638,430. Ms. Claire Bogard, Finance Director.
Boardmember Carbone made the motion, seconded by Boardmember Sloan, to approve
Resolution No. RDAP-2013-8.
Claire Bogard Finance Director stated this is a resolution of the Development Authority of
Pearland authorizing reimbursement to the developer. She provided the Board with a
detailed overview of the cash analysis showing for the Development Authority of Pearland.
Ms. Bogard stated that after retaining $15,000 thousand for operating costs and $1 million
for reserve, there is $6,638,430 million available for reimbursement to the developer
Shadow Creek Ranch Development Company LTD.
Boardmember Sloan asked for clarification of the $1.0 million held for reserve.
Rick Witte, Andrews Kurth LLP, Co -Bond Counsel, stated the monies are held in the
Development Authority of Pearland operating account. The 2012, refunding all reserve
requirements are no longer required, as such the Development Authority of Pearland is
holding $1 million for contingency purposes.
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Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
Motion Passed 5 to 0.
BOARD ACTION — REGARDING THE REVIEW AND DISCUSSION ON POTENTIAL
BOND SALE —SERIES 2013. Mr. Ryan O'Hara, Managing Director, BOSC, Inc.
Boardmember Carbone made the motion, seconded by Boardmember Sloan to approve
the purposed proceedings with private placement.
John Robuck, Bosc, Inc. provided an overview of the potential Bond Sale Series 2013. He
stated upon the Board approval to proceed, bid forms would be prepared and distributed
with Board and City Council approving the sale on Monday October 28, 2013.
Discussion ensued between John Robuck, Bosc, Inc., Rick Witte, and Boardmembers
regarding the bond sale to public versus the private placement.
Voting "Aye" Boardmembers Reid, Baker, Sloan, Pool, and Carbone.
Voting "No" None.
Motion Passed 5 to 0.
ADJOURNMENT
Meeting was adjourned at 5:45 p.m.
Minutes approved as submitted and/or corrected this the 11 t" day of November, A.D., 2013.
ATTEST:
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Ed Baker
DAP SECRETARY
Tom Reid
DAP CHAIR
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