2013-11-11 DEVELOPMENT AUTHORITY OF PEARLAND SPECIAL MEETING MINUTESMINUTES OF A SPECIAL MEETING OF THE DEVELOPMENT AUTHORITY OF
PEARLAND, CITY OF PEARLAND TEXAS, HELD ON MONDAY, NOVEMBER 11, 2013,
4:00 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 4:13 p.m. with the following present:
Chairman
Secretary
Boardmember
Boardmember
Absent Boardmember
Tom Reid
Ed Baker
Tom Pool
Tony Carbone
Bill Sloan
Others in attendance: Bill Eisen City Manager of Pearland, Claire Bogard Finance Director,
City of Pearland, Rick Overgaard Assistant Finance Director, City of Pearland; Maria E.
Rodriguez Deputy City Secretary; Ryan O'Hara BOSC Inc.; John Robuck BOSC Inc.;
Lynne Humphries Allen Boone Humphries Robinson; Drew Pelter, Shadow Creek Ranch,
Gary Cook Shadow Creek Ranch.
NEW BUSINESS:
BOARD ACTION — APPROVAL OF THE DEVELOPMENT AUTHORITY OF PEARLAND
BOARD OF DIRECTORS MEETING MINUTES FOR SEPTEMBER 30, 2013, SPECIAL
MEETING HELD AT 4:30 P.M. DAP Board of Directors.
Boardmember Baker made the motion, seconded by Boardmember Pool, to approve the
Meeting Minutes for September 30, 2013, Special Meeting.
Voting "Aye" Boardmembers Reid, Baker, Pool.
Voting "No" None.
Motion Passed 3 to 0. Boardmember Carbone out and Boardmember Sloan absent.
BOARD ACTION — RESOLUTION NO. RDAP-2013-9 — CONSIDERATION AND
APPROVAL OF A RESOLUTION AUTHORIZING THE ISSUANCE OF DEVELOPMENT
AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS,
SERIES 2013; AUTHORIZING A BOND RESOLUTION, INDENTURE OF TRUST,
PURCHASE CONTRACT AND OTHER DOCUMENTS RELATING TO THE BONDS;
MAKING CERTAIN FINDINGS AND CONTAINING OTHER PROVISIONS RELATED
THERETO. Mr. Ryan O'Hara, BOSC, Inc.
Boardmember Reid made the motion, seconded by Boardmember Baker, to approve
Resolution No. RDAP-2013-9.
Boardmember Carbone joins the meeting 4:18 pm.
John Robuck, Vice President of BOSC, Inc., addressed the Board and provided a
presentation of the sales and the bond market. He stated that they have received (2) two
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proposed offers to the purposed Bonds. One from BBVA Compass at 3.77 percent fixed
rate for (16) years. The other proposal was made from Bank of Texas at 4.36 percent fixed
rate for 15 years. The best offer being BBVA at the 3.77 percent fixed rate. The Bonds
maturing on or after 09-01-2024. The Bonds are callable at any time at par beginning on
09-01-2023. He stated the BBVA (Compass Mortgage Corporation) has waived the
Reserve Fund Requirements on the proposed Bonds. Mr. Robuck continued to provide the
Board with an overview of the sources and uses of funds comparing the private placement
with BBVA Compass Bank and the Public sales. He stated they issued the Principal
amount of the Bonds $9,150,000 less expenses of $175,000 with the total proceeds forthe
Developer Reimbursements of $8, 975,000, at all cost true interest rate 4.02 percent, at an
average life of 9.605 years and looking to closing the transaction on November 26, 2013.
Comparing it to a public sale with a principal amount of Bonds $8,945,000 less expenses
$273,368 brings a total for the developer reimbursement of $7,925,000. The private
placement with BBVA Compass Bank is generating a little over 1 million dollars.
Lynn Humphries, Allen Boone Humphries Robinson LLP stated the documents are ready
for approval subject to the Boards' final agreement to the letter of acceptance of the Bid
and the City Council's approval of the Resolution.
Discussion ensued between Lynn Humphries, Allen Boone Humphries Robinson LLP, John
Robuck Vice President of BOSC, Ryan O'Hara BOSC, Inc. and the Board regarding the
banks duration and maturity of the structure.
Voting "Aye" Boardmembers Reid, Baker, Pool and Carbone.
Voting "No" None.
Motion Passed 4 to 0. Boardmember Sloan absent.
BOARD ACTION — RESOLUTION NO. RDAP-2013-10 — 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.
Ms. Claire Bogard, Finance Director.
Boardmember Carbone made the motion, seconded by Boardmember Pool, to approve
Resolution No. RDAP2013-10.
Claire Bogard, Director of Finance stated this is the second half of the Bond sales. Once
the bond proceeds have been received there will be $8,975,000 available for
reimbursement to the Developer. Upon receipt of those proceeds the Board is being asked
to approve reimbursement to the Developer. Upon approval the Resolution No.
RDAP2013-10 will reflect the correct amount of $8,975.000.
Voting "Aye" Boardmembers Reid, Baker, Pool and Carbone.
Voting "No" None.
Motion Passed 4 to 0. Boardmember Sloan absent.
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BOARD ACTION — RESOLUTION NO. RDAP-2013-11 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), ACCEPTING THE INVESTMENT
REPORT FOR THE QUARTER ENDING SEPTEMBER 2013. Mr. Rick Overgaard,
Assistant Finance Director.
Boardmember Carbone made the motion, seconded by Boardmember Baker, to approve
Resolution No. R2013-11.
Rick Overgaard Assistant Finance Director addressed the Board and provided a brief
overview of the September 2013 Quarterly Investment Report.
Claire Bogard Director of Finance stated that from the $7.6 million in the money market
on September 30, a wired payment was made of $6.6 million on October 1, pursuant to
the Boards' approval of the cash for reimbursement.
The $7,440,000 in CD's is part of the debt service reserve that is required by the Tri -
Party Agreement. That is the $7,440,000 plus the $51,000 at Regence Bank that
makes up the March 1 required Bond payment.
Boardmember Reid asked inquired about the amount of debt reserve.
Claire Bogard Director of Finance stated pursuant to the Tri -Party Agreement in August
of each year, we are required to send them (1) one year of debt service.
Voting "Aye" Boardmembers Reid, Baker, Pool and Carbone.
Voting "No" None.
Motion Passed 4 to 0. Boardmember Sloan absent.
ADJOURNMENT
Meeting was adjourned at 4:45 p.m.
Minutes approved as submitted and/or corrected this the 29th day of September, A.D.,
2014.
ATTEST:
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Ed Baker
Secretary
om Reid
Chair
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