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2007-09-24 DEVELOPMENT AUTHORITY OF PEARLANDDEVELOPMENT AUTHORITY OF PEARLAND MINUTES OF THE BOARD OF DIRECTORS MEETING September 24, 2007 CITY OF PEARLAND § STATE OF TEXAS § DEVELOPMENT AUTHORITY OF PEARLAND § Call to Order A special meeting of the Board of Directors (the "Board") of the Development Authority of Pearland (the "Authority"), a non-profit corporation organized to aid, assist and act on behalf of the City of Pearland, Texas (the "City"), was held at City Hall, 3519 Liberty Drive, Pearland, Texas, on Monday, September 24, 2007 commencing at 4:10 p.m. and a quorum was established. Written notice of the meeting including the date, hour, place and agenda for the meeting, was posted in accordance with the Texas Open Meetings Act. The following Directors were present when the meeting was called to order: Chair Tom Reid, Ed Baker, and Tom Pool. Also in attendance were Bill Eisen, Rick Witte, Trey Lary, Drew Pelter, Ryan O'Hara, Frank Ildebrando, Claire Manthei, Young Lorfing, and Marty Bennett Approval of Minutes Chair Reid presented the minutes of the Development Authority Board meeting held on August 13, 2007 for approval. A motion was made by Director Pool and seconded by Director Baker to approve the minutes. There being no further discussion, the motion passed unanimously. Public Comments There were no public comments. New Business A. Claire Manthei, Director of Finance for the City of Pearland, presented the August 2007 Financial Statements. There were no questions on the Income Statement and the Balance Sheet. Chairman Reid asked for a motion to accept the statements into record. The motion was made by Director Baker and seconded by Director Pool. The board unanimously approved the motion. B. Claire Manthei presented the Consultant invoices for approval of payment. She explained that an invoice review committee had been established to approve invoices that need to be paid during periods of time between Board meetings, and they had approved payment of four checks since the August meeting. She explained that if invoices needed to be paid close to a Board meeting date, that the committee asked that they be brought to the Board for review and approval. Two checks for consultant invoices were presented for approval, and one check in the amount of $9,500, payable to the Attorney General for the bond sale was also presented. Director Baker made a motion to approve payment of three checks, and Director Pool seconded the motion. The Board unanimously approved the motion. C. Ryan O'Hara with RBC Capital Markets presented the Resolution Authorizing the Issuance of the Series 2007 Bonds and Approving Contract Documents Related Thereto. The 2 Resolution was distributed to the Board at the meeting. Chairman Reid had a question about the numbers on page 3 of the Resolution to which Frank Ildebrando with RBC Capital Markets responded with an explanation of the differences, and said that details are available. Mr. Ildebrando added that this bond issue has the lowest interest cost to date for all 4 bond issues. He also added that they are ahead of schedule on the reimbursement. An exhibit of the Development Authority of Pearland, $15,950,000 Tax Increment Contract Revenue Bonds, Series 2007, Bond Sale Results, September 24, 2007, prepared by RBC Capital Markets, was provided. Director Baker made a motion to adopt the Resolution and Director Pool seconded the motion. The Board unanimously approved the motion. D. Trey Lary with Allen Boone Humphries Robinson presented the Paying Agent/Registrar Agreement with Wells Fargo, National Association for approval. He explained that this Agreement was being presented separately from the Bond Issue item because one board member works for Wells Fargo, and would need to exclude himself from acting on this item. Chairman Reid said that the Board member was a previous employee of the bank and no longer had an employee relationship with the bank, so this would not be an issue. Director Pool made a motion to approve the Agreement, and Director Baker seconded the motion. The Board unanimously approved the motion. E. Rick Witte with Andrews & Kurth presented an Amendment to Engagement Letter with Andrews & Kurth to re -name them as Co -Bond Counsel with Allen Boone Humphries Robinson. He presented the revised Agreement, and Director Pool pointed out that the Board would prefer to see the original agreement along with the proposed revision in order to see a paper trail of the changes. Mr. Witte explained that the only change would be in name as Co -Bond Counsel and that nothing else would change. Director Pool made a motion to authorize 3 the Amendment, and Director Baker seconded the motion. The Board unanimously approved the motion. F. Ryan O'Hara discussed the Payment of the Costs of Issuance of the bonds and provided a printout of fees associated with the cost of bonds. Director Baker asked if the $9,500 check that was authorized earlier was for these costs. Mr. O'Hara explained that since this amount needs to be paid immediately, the check was included with the checks to be authorized at this meeting. Mr. Ildebrando then gave a short history of the bond sales. Director Baker made a motion to approve the payment of the costs of issuance of the bonds, and Director Pool seconded the motion. The Board unanimously approved the motion. G. Claire Manthei discussed the Development Authority of Pearland 2007 cash distribution to the Developer. Director Pool questioned why reserves are higher than needed, and asked if they should reimburse more to the Developer. Frank Ildebrando responded that it would be good to reimburse more to the Developer. Director Pool made a motion to increase the reimbursement to $2.3 million, and Director Baker seconded the motion. The Board unanimously approved the motion. H. Bill Eisen with the City of Pearland presented a proposal to terminate the contract with Knudson & Associates for administration services and authorize the City of Pearland to provide those services. He explained that the City could save considerable money in administration fees by being able to pay only the current salary rates of the appropriate City employees, and could also save on printing, paper, and similar costs also. Director Reid asked if this matter had been discussed with Patti Joiner, and Mr. Eisen said that it had. He added that Ms. Joiner understood the situation, and had responded in a very professional manner. Mr. Eisen ,,.. 11 emphasized that this decision was not intended to reflect negatively on Knudson in any way, but is simply in the best economic interests of the City. I. Trey Lary with Allen Boone Humphries Robinson presented the First Amendment to the Tri-Party Agreement and the Resolution Adopting the First Amendment. He explained that it was striking out the phrase allowing 2029 maturity. Director Pool said he had a problem because the Agreement as presented to the Board does not show the strike through. Mr. Lary replied that he could provide the original document to the Board. Director Pool said that he could not approve the First Amendment until he sees the strike through item. Mr. Lary stated that this was a problem because the bond issue could not go forward without this action. Ms. Manthei then said that she had a copy of the original document in her office and would go and get it. (The Board considered Item J while waiting for Ms. Manthei to return). Ms. Manthei 'wak presented the document to the Board. Director Baker made a motion to approve the amended agreement resolution adopting the first amendment. Director Pool seconded the motion. The Board unanimously approved the motion. J. The Board acknowledged the New Director Terms and Re-election of Officers. Chairman Reid said that for positions 1, 3, and 5, City Council had approved the 3 re- appointments last week. Director Pool made a motion to keep the positions as they are with Mayor Reid, Chairman; Bill Sloan, Vice Chairman; and Henry Stanaland, Secretary. Director Baker seconded the motion. The Board unanimously approved the motion. 5 Adjournment There being no further business to come before the Authority, upon unanimous consent by the Directors, the meeting was adjourned at 4:59 p.m. ADOPTED and APPROVED this day of 12007. Tom Reid, Chair Henry Stanaland, Secretary 3