2018-10-22 DEVELOPMENT AUTHORITY OF PEARLAND REGULAR MEETING MINUTESMinutes of a Development Authority of Pearland of the City Council of the City of
Pearland, Texas, held on October 22, 2018 at 4:00 PM, in the Community Development -
Houston Conference Room Pearland City Hall Annex 3523 Liberty Drive, City Hall, 3519
Liberty Drive, Pearland, Texas
Chairman Reid called the meeting to order at 4:00 p.m. with the following present:
Boardmember Present: Chairman Tom Reid
Secretary Ed Baker
Boardmember Tony Carbone
Boardmember Bill Sloan
Boardmemberl Absent: Boardmember Tom Pool
Also Present : Cynthia Pearson City Finance Director, Jon Branson Deputy City Manager,
Maria Rodriguez Deputy City Secretary, Rick Witte, Andrews Kurth LLP, Lynne Humphries,
Allen Boone Humphries and Robinson LLP, John Robuck BOK Financial Securities, Inc.,
Rhonda Daugherty Assistant Finance Director, Carla Campbell, Management Assistant, Gary
Cook Shadow Creek Ranch Development Company, Drew Pelter Shadow Creek Ranch
Development Company.
CALL TO ORDER
NEW BUSINESS
Board Action - Approval of the Development Authority of Pearland Board of Directors Meeting
Minutes for October 1, 2018 Regular Meeting held at 4:00 p.m.
Boardmember Baker made a motion seconded by Boardmember Carbone to Approve the
Meeting Minutes of the October 1, 2018.
Voting "Aye". Boardmembers Baker, Carbone and Sloan.
Motion passed 3 to 0.
Voting No. None
Absent Boardmember Pool absent.
Board Action - Resolution No. RDAP 2018-07 - A Resolution Authorizing the Issuance of
Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2018;
Approving Documents Relating to the Series 2018 Bonds; and Containing Other Provisions
Related Thereto.
Boardmember Carbone made the motion Seconded by Boardmember Baker to Approve
Resolution No. RDAP 2018-07.
Cynthia Pearson Finance Director addressed the Board and stated on October 1s' the
Development Authority Board gave approval to proceed with a private placement the series 2018
Bond Sale in the amount of $6,040,000. Bid forms and term sheets were prepared on Tuesday,
October 2, 2018, and distributed to local and state financial institutions with competitive bids due
on Monday, October 22, 2018. Approval of the bond sale with the Authority and City Council is
tonight, and the bond closing on Tuesday, November 20, 2018.
Pearland Development Authority of October 22, 2018
Pearland Minutes
John Robuck with BOK Financial Securities, Inc., provided a brief overview of the bids received.
This is a Tax Increment Contract Revenue Bond and the rates came in higher than what was
shown on October 1". The winning bid came from Regions Capital Advantage Bank at a 3.41%
percent, with a 10 year call and no fund reserve requirement. The sale of the Bonds were
$5,835,000, less Expenses $166,000 Development Reimbursement Proceeds $5,669,000 all cost
true interest rates 3.950% percent and the average of live is about 6.2 years. After the close of
Bonds the money will be available to the Developer on November 20th.
Voting "Aye". Boardmembers Baker, Carbone and Sloan.
Motion passed 3 to 0.
Voting No. None
Absent Boardmember Pool absent.
Board Action - Resolution No. RDAP-2018-08 - A Resolution of the Development Authority of
Pearland, Texas Authorizing a Developer Reimbursement to Shadow Creek Ranch Development
Company Liquidating Trust to Reimburse for TIRZ Infrastructure Improvements in the amount of
$5,870,000.
Boardmember Sloan made the motion Seconded by Boardmember Carbone to approve
Resolution No. RDAP 2018-08.
Cynthia Pearson, Finance Director addressed the Board and stated this item is for authorizing a
developer reimbursement to Shadow Creek Ranch Development Company Liquidating Trust to
reimburse for TIRZ infrastructure improvements in the amount of $5,669,000, rather than the
anticipated requested amount of $5,870,000.
Boardmember Sloan made the motion to Amend Seconded by Boardmember Carbone to approve
the reimbursement to Shadow Creek Ranch Development Company Liquidating Trust to
reimburse for TIRZ infrastructure improvements in the amount of $5,669,000.
Chairman Reid called for the vote on the amended motion.
Voting "Aye". Boardmembers Baker, Carbone and Sloan.
Motion passed 3 to 0.
Voting No. None
Absent Boardmember Pool absent.
Chairman Reid called for the vote on the original motion.
Voting "Aye". Boardmembers Baker, Carbone and Sloan.
Motion passed 3 to 0.
Voting "No". None
Absent Boardmember Pool.
Board Action - Resolution No. RDAP-2018-09 - A Resolution of the Development Authority of
Pearland (DAP), Texas authorizing the Development Authority of Pearland Board of Directors to
enter into an engagement agreement with McGrath & Co., PLLC for accounting services related
to developer reimbursements services.
Pearland Development Authority of October 22, 2018
Peadand Minutes
Boardmember Reid made the motion Seconded by Boardmember Baker to approve Resolution
No. RDAP 2018-09.
Cynthia Pearson Finance Director addressed the Board and stated the Development Authority
requires professional services in the execution of procedures related to the review and verification
of developer reimbursements. The developer reimbursements are on behalf of TIRZ No. 2 bond
issuances through the Development Authority in accordance with financing agreements between
TIRZ No. 2 and each developer. The accounting procedures performed by McGrath & Co., PLLC
will be conducted in accordance with attestation standards established by the American Institute
of Certified Public Accountants. All supporting documentation related to developer
reimbursements will be inspected, interest amounts recalculated, and a written determination
made as to whether or not amounts reimbursed are appropriate and in accordance with
commitments or policies of the Authority. Consideration and Approval authorizing the
Development Authority of Pearland Board of Directors to enter into an engagement agreement
with McGrath & Co., PLLC for accounting services related to developer reimbursements services.
Discussion ensued Boardmember Carbone, Lynn Humphries Allen Boone Humphries and
Robinson LLP, regarding projected working hours and adding a "not to exceed $5,000 "clause in
the engagement letter agreement.
Boardmember Carbone made the motion Seconded by Boardmember Baker to amend the motion
to include a clause "not to exceed $5,000.
Chairman Reid called for the vote on the amended motion.
Voting "A" Aye". Boardmembers Baker, Carbone and Sloan.
Motion passed 3 to 0.
Voting No. None
Absent Boardmember Pool absent.
Chairman Reid called for the vote on the original motion.
Voting "Aye". Boardmembers Baker, Carbone and Sloan.
Motion passed 3 to 0.
Voting "No". None
Absent Boardmember Pool.
Meeting was adjourned at 4:30 p.m.
Minutes approved as submitted and/or corrected this the 2V of Sa 2019.
Tom Reid
Chairman
Pearland Development Authority of October 22, 2018
Pearland Minutes
ATTEST:
Ed Baker
Secretary
Peadand Development Authority of October 22, 2018
Peadand Minutes