2012-04-23 DEVELOPMENT AUTHORITY OF PEARLAND SPECIAL MEETING MINUTES MINUTES OF A SPECIAL MEETING OF THE DEVELOPMENT AUTHORITY OF
PEARLAND, CITY OF PEARLAND TEXAS , HELD ON MONDAY,APRIL 23, 2012,4:00
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 Tom Reid
Secretary Ed Baker
Boardmember Tom Pool
Boardmember Tony Carbone
Absent: Boardmember Bill Sloan.
Others in attendance: City of Pearland City Manager Bill Eisen, City of Pearland Finance
Director Claire Bogard; City of Pearland Assistant Finance Director Rick Overgaard: City of
Pearland Deputy City Secretary Maria E. Rodriguez.
NEW BUSINESS:
BOARD ACTION—APPROVAL OF THE DEVELOPMENT AUTHORITY OF PEARLAND
BOARD OFDIRECTORS MEETING MINUTES FOR FEBRUARY 20, 2012,SPECIAL
MEETING HELD AT 4:00 P.M. DAP Board of Directors.
Boardmember Tony Carbone, made the motion, seconded by Boardmember Ed Baker, to
approve the minutes of the February 20, 2012, Development Authority of Pearland Board
Meeting.
Voting "Aye" Boardmembers Reid, Pool, Baker, and Carbone.
Voting "No" None.
Motion Passed 4 to 0, with Boardmember Sloan absent.
BOARD ACTION — RESOLUTION NO. RDAP-2012-07 — A RESOLUTION OF THE
DEVELOPMENTAUTHORITY OF PEARLAND (DAP), RATIFYING CHECKS 1080
THROUGH 1083 AND CHECKS 1087 THROUGH 1090. Ms. Claire Bogard, Director of
Finance.
Claire Bogard Finance Director stated that in the last DAP meeting of February 20, 2012,
check number 1080 had been left off the wording of the Agenda. Chairman Reid had
requested that the voided checks 1081-1083 be brought to the Board for ratification as
well. Everything was in order Boardmember Baker and Chairman Reid have signed these
checks. To date for Fiscal Year 2012 there are $7,446.50 in operating expenses.
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Boardmember Pool, made the motion, seconded by Boardmember Carbone, to approve
Resolution No. RDAP-2012-07.
Voting "Aye" Boardmembers Reid, Pool, Baker, and Carbone.
Voting "No" None.
Motion Passed 4 to 0, with Boardmember Sloan absent.
BOARD ACTION —APPROVAL REVIEW AND DISCUSS OF THE BOND REFUNDING.
Mr. Ryan O'Hara, Managing Director, BOSC, Inc.
City Manager Bill Eisen stated there have been a lot of people working on this project. This
item has the potential and is an opportunity to replace some existing debt with higher
interest rates with lower interest rates, and also gives the City the ability to give a larger
reimbursement to the developer the current year.
Ryan O'Hara, BOSC, Inc., stated this is at an all time low as far as interest rates. He stated
several weeks ago they started looking at opportunities to refinance the current bonds and
the opportunities that may be available. A few weeks ago we were approached by Capital
One with an offer to privately place these bonds with the bank and to refinance all the
outstanding bonds at a fixed rate for 10 years at 3.07 percent. After that, in the year of
2022, it will resort to an adjustable rate mode. The bonds are callable anytime. That
means once they are issued they can me called immediately at anytime. He stated that
does not give me any pause about having an adjustable rate exposure down the line. By
refinancing all the outstanding bonds, it allows the City to free up the $1.3 million that is
supposed to be held as well as the $2.9 million giving the$4.2 million that can be freed up
with this transaction. Capital One is also waiving the reserve requirement. That will allow
that $4.2 million to be freed up. As a result of this refinancing we can almost issue about
$3 million in new money. This would not have to have a reserve requirement or a surety.
He provided the Board with an overview of the bond buyer guide along with the current
market conditions.
Rick Whitte,Andrews Kurth, LLP, stated that on the legal side Andrews Kurth along with all
Allen Boone Humphries Robinson, LLP has worked together to draft the bond document
that the City will need to approve next week. Those documents include particularly an
indenture and a bond resolution. The authorized the issuance of the bonds the refunding
of the bonds along with everything else needed in connection with these transactions.
Discussion ensued between Frank Ildebrando, BOSC, Inc., and Boardmember Carbone
and the Board regarding the flexibility and the estimated future debt service.
Chairman Reid stated this is a good idea of working with the reserve
Boardmember Carbone asked what the fees will be.
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Ryan O'Hara BOSC, Inc., stated the fees are$288,000, which include verification agency,
bank counsel fees, paying entities, financial advisor, and Attorney General fee.
Frank Ildebrando, BOSC, Inc. stated this item will be on the agenda for next week for final
approval from the Board. Once that has been done it will be presented to City Council for
their final approval to go forward.
City Manager Bill Eisen stated he feels there are many advantages to the initial 10 year
time frame allowing us to sell more debt under the existing amount of value that we have.
Since it has been created there has never been above 3.8 percent.
Chairman Reid stated this item is on the Agenda for Approval and Review and asked for
thumbs up from everyone to show a feeling of comfort at this time.
BOARD ACTION — RESOLUTION NO. RDAP-2012-08 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), ACCEPTING THE FINANCIAL
REPORT FOR THE PERIOD ENDING MARCH 31, 2012. Ms. Claire Bogard, Director of
Finance.
Claire Bogard Finance Director stated this is the balance sheet and income statement of
revenues for six months ending in March 31, 2012. The assets and liabilities are
$4,227,874 all in cash and Investments. The money market account in $1,551,694 which
is currently sitting in an account with Wells Fargo. They are the Trustees for bond
accounts for debt service debt service reserve funds. That money can not be used except
to debt service. The $2,676,180 is available for operating cost, however the Board has
elected to keep $4.2 million dollars in cash on hand for debt service reserve. Currently we
are holding money for debt service reserves. Revenues total $1,273, which include a
transfer from the TIRZ for reimbursement to developer. Fiscal year to date expenditures
total $2,434,811, which include a $1,272,070 reimbursement to developer, the March 1,
2012, bond payment of$1,150 fund balance as of March 31, 2012 is $4,227,874.
Boardmember Carbone made the motion, seconded by Boardmember Baker, to approve
Resolution No. RDAP-2012-08.
Voting "Aye" Boardmembers Reid, Pool, Baker, and Carbone.
Voting "No" None.
Motion Passed 4 to 0, with Boardmember Sloan absent.
BOARD ACTION — RESOLUTION NO. RDAP-2012-09 — A RESOLUTION OF THE
DEVELOPMENT AUTHORITY OF PEARLAND (DAP), ACCEPTING THE
INVESTMENT REPORT FOR THE QUARTER ENDING MARCH
2012. Mr. Rick Overgaard, Assistant Director of Finance.
Rick Overgaard Assistant Director of Finance gave an overview of the Investment Report
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for the quarter ending March 31, 2012.
Boardmember Carbone made the motion, seconded by Boardmember Pool, to approve
Resolution No. RDAP-2012-09.
Voting "Aye" Boardmembers Reid, Pool, Baker, and Carbone.
Voting "No" None.
Motion Passed 4 to 0, with Boardmember Sloan absent.
ADJOURNMENT
Meeting was adjourned at 4:50 p.m.
Minutes approved as submitted and/or corrected this the 11th day of June, A.D., 2012.
amT-2-e-i)
Tom Reid
Chairman
ATTEST:
Ed Baker
Secretary
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