2016-09-26 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 26,
2016, 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 4:00 p.m. with the following present:
Chairman
Secretary
Boardmember
Boardmember
Boardmember
Tom Reid
Ed Baker
Tony Carbone
Bill Sloan
Tom Pool
Others in attendance: Cynthia Pearson, City Finance Director Rick Overgaard, Assistant
Finance Director Maria E. Rodriguez, Deputy City Secretary, Lynne Humphries, Allen
Boone Humphries and Robinson LLP, John Robuck BOSC, Inc. Rick Witte, Andrews
Kurth LLP, Gary Cook, Shadow Creek Ranch Development Company Ltd, Drew Palter
Shadow Creek Ranch Development Company Ltd.
NEW BUSINESS:
Board Action — Approval of the Development Authority of Pearland Board of Directors
Meeting Minutes for September 21, 2015, Special Meeting held at 4:00 P.M.
Boardmember Carbone made the motion, seconded by Boardmember Pool, to approve
the Meeting Minutes for September 21, 2015, Special Meeting held at 4:00 P.M.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Action — Approval of the Development Authority of Pearland Board of Directors
Meeting Minutes for October 12, 2015, Special Meeting held at 4:00 P.M.
Boardmember Carbone made the motion, seconded by Boardmember Baker, to approve
the Meeting Minutes for October 2, 2015, Special Meeting held at 4:00 P.M.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
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Board Action — Resolution No. RDAP- 2016-01 — A Resolution of the Development
Authority of Pearland (DAP), accepting the 2015 Annual Financial Report for the Fiscal
Year ending September 30, 2015.
Boardmember Pool made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-2016-01.
Rick Overgaard stated the item is for the Fiscal Year ending September 30, 2015. Since a
blended component unit, the Authority's liability for debt issued is included in the city-wide
financials, versus shown in the fund statement. As such, we have prepared a balance
sheet at 9/30/2015 showing the true Net Position of the Pearland Development Authority.
In the Board's packet is the auditors opinion, which is unqualified or clean, as well as the
statements pertaining to the Development Authority.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Action — Resolution No. RDAP-2016-02 — A Resolution of the Development
Authority of Pearland (DAP), accepting The Investment Report for the Quarters ending
September 2015, December 2015, March 2016, and June 2016.
Boardmember Sloan made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-2016-02.
Rick Overgaard provided the Board with an overview of the Investment Portfolio Reports
for the quarters ending September 30, 2015, December 31, 2015, March 31, 2016, and
June 30, 2016.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
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Board Action — Resolution No. RDAP-2016.03— A Resolution of the Development
Authority of Pearland (DAP), accepting the Financial Report for the period ending August
31, 2016.
Boardmember Baker made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-2016-03.
Rick Overgaard provided a brief overview of the Financial Report for the Period Ending
August 31, 2016.
Boardmember Carbone stated that the Balance Sheet shows the Net Change column
from the prior year and requested staff to remove it from the report. In addition he would
like the Budget related columns to be removed from the Income Statement since the
Board does not budget for the Development Authority of Pearland.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Action — Resolution RDAP-2016-04 — A Resolution of the Development
Authority of Pearland (DAP), Ratifying Checks 1142 through 1157 totaling $620,338.03.
Boardmember Carbone made the motion, seconded by Boardmember Pool, to approve
Resolution No. RDAP-2016-04.
Rick Overgaard stated the Board last approved checks on September 14, 2015, through
1141. Since September 2015 the invoice committee has reviewed and approved the 16
checks listed in Exhibit "A" in the Boards packet for payments totaling $620,338.00, from
November 2015 through July 2016.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
BoardAction—Resolution No. RDAP-2016-05—A Resolution of the Development
Authority of Pearland (DAP), Texas Approving a Contract with Arbitrage Compliance
Specialists, Inc. for Arbitrage Compliance Services.
Boardmember Pool made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-2016-05.
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Rick Overgaard stated attached is the annual contract with Arbitrage Compliance
Specialists, Inc., the Development Authority has issued tax-exempt bonds and is
planning on issuing additional tax-exempt bonds in the future. IRS regulations state that
an entity cannot earn more interest on the bonds than it is paying. The contract is to
bring current all rebate reports through 9/30/17. The total amount of the contract, not to
exceed, is $6,160.00.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting 'No" None.
Motion Passed 5 to 0.
Board Discussion and Approval — To Proceed with Private Placement Bond Sale —
for Series 2016 Bonds.
John Robuck, BOSC INC., the financial advisor for the Development Authority of
Peariand provided the Board with an estimated overview of the current market value. He
stated it is a great time to sell bonds to generate reimbursements for Developers. The
Principal Amount of the Bonds is estimated in the amount of $11,910,000, using a 2.75
percent, less expenses, totaling the proceeds for Developer Reimbursement in the
preliminary amount of $11,722,500. Based on the boards direction, bid forms and term
sheets will be prepared and distributed with competitive bids due on Friday October 7,
2016. Approval of the bond sale with the Development Authority of Peariand and City
Council would be on Monday, October 101h with bond closing on November 15, 2016. He
further stated with the Private Placement there is no Reserve Fund Requirement saving
the Board money.
Boardmember Sloan made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-20016-05.
Discussion ensued John Robuck, and the Boardmember Carbone regarding clarification
of whether or not the interest rates of 2.4 percent showing in the minutes of October 12,
2015 should be 2.74 percent.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Consideration and Possible Action — Resolution No. RDAP-2016-06 — A Resolution
of The Development Authority of Peariand (DAP), Texas Authorizing A Developer
Reimbursement to Shadow Creek Ranch Development Company LTD To Reimburse
for TIRZ Infrastructure Improvements in the amount Of $11,722,500.
Boardmember Baker made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-2016-06.
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Lynne Humphries stated this item needs be placed on the October 10, 2016, meeting
agenda. At that time the Board will know exactly what the interest rate is and the cash
reimbursement from the release of the suspense funds.
Boardmember Carbone made a motion seconded by Boardmember Sloan to Table
Resolution No. RDAP-2016-06 to October 10, 2016.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Discussion ensued between Lynne Humphries, John Robuck and the Board regarding
the approximate amount of revenue to be made from the TIRZ No. 2, and the expiration
of the TIRZ No. 2 to be discussed at the next Board meeting.
ADJOURNMENT
Meeting was adjourned at 4:49 p.m.
Minutes approved as submitted and/or corrected this the 10'h day of October A.D., 2016.
ATTEST:
ED BAKER
SECRETARY
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TOM REID
CHAIR