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2005-10-24 Development Authority of Pearland Minutes of the Board of Directors Meeting DRAFT 3/16/06 ,.- DEVELOPMENT AUTHORITY OF PEARLAND MINUTES OF THE BOARD OF DIRECTORS MEETING October 24, 2005 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, October 24, 2005 commencing at 4:00 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, Bill Sloan, Henry Stanaland and Ed Baker. Approval of Minutes Chair Reid presented the minutes of the special meeting held on October 10, 2005 for approval. A motion was made by Director Baker and seconded by Director Sloan to approve the minutes without revision. There being no further discussion, the motion passed unanimously by ,0„ a vote of four to zero. DRAFT 3/16/06 ow Public Comments There were no public comments. New Business A. Jennifer Landreville with ETI Accounting Services, Bookkeeper for the Authority, summarized the September 30, 2005 Cash Management Report on page 1 of the Board packets, noting that the Report shows the balances of the TIRZ No. 2 General Fund, as well as the balances of the Authority's General Fund and Debt Service Fund. Ms. Landreville then reviewed the Authority's General Fund Report on page 2 of the Board packets, noting the September 30, 2005 balance of$65,343.83. /on Ms. Landreville then directed the Board's attention to the Authority's Debt Service Fund Report on page 3 of the Board packets, noting that as of September 30, 2005, the balance of this fund stood at $1,630,233.67. Ms. Landreville continued by reviewing the TIRZ No. 2 General Fund Report, the balance of which stood at $1,143,205.00 as of September 30, 2005, as detailed on page 4 of the Board packets. Ms. Landreville directed the Board's attention to the Quarterly Investment Report, dated September 30, 2005, on pages 5 and 6 of the Board packets, noting that the Report illustrates the location of assets and descriptions of the collateral. She also noted that the Authority's Investment Officer, Andrea Gardner, had signed the Report and completed the required training. 0. DRAFT 3/16/06 A motion was made by Director Sloan and seconded by Director Baker to approve the Quarterly Financial Report. The motion passed unanimously. B. Ms. Landreville then presented the Board with outstanding invoices related to the Authority's legal fees, bookkeeping fees and management fees incurred to date, which totaled $7,140.04, as detailed on page 1 of the Board packets. She noted that if the Board approves these invoices for payment, the Authority's General Fund balance would be reduced to $58,203.79. A motion was made by Director Baker and seconded by Director Sloan to approve the payment of the consultant invoices as presented and authorize the execution of checks for same. The motion passed unanimously. C. Sue Darcy with Knudson & Associates LP, Administrator for the Authority, explained that it was suggested the Board set a regular schedule of meetings, perhaps quarterly, in order to approve administrative expenses of the Authority, as well as financial reports, developer reimbursements from cash on hand, and other regular items as may be appropriate. She suggested year 2006 meeting dates of January 16, 2006, April 17, 2006, July 17, 2006 and October 16, 2006. A motion was made by Director Baker and seconded by Director Stanaland to approve a 2006 quarterly schedule of meetings as presented. The motion passed unanimously. D. Frank Ildebrando with RBC Dain Rauscher, Inc., Financial Advisor to the Authority, began reviewing the documents related to the issuance of Series 2005 bonds. He reported on the 40. DRAFT 3/16/06 results of the pricing of the bonds. He said that issuing bonds in the amount of $9,775,000.00 would result in approximately$8,100,000 being available for reimbursement of project costs. Mr. Ildebrando reported that Standard & Poors offered a "BBB" rating with a stable outlook, an offer with which he is very pleased. Mr. Ildebrando also reported that the Authority qualified for municipal bond insurance. Mr. Ildebrando then noted that due to the bond insurance, the bonds would go to market with a "AA" rating, and that the interest rate had been reduced from the estimated 5 lh percent range to the approximately 5 percent, resulting in additional bond proceeds for developer reimbursement. Trey Lary with Allen Boone Humphries Robinson, Bond Counsel for the Authority, reviewed the resolution authorizing the issuance of the Series 2005 Bonds and approving the ,�, related contract documents with the Board. He noted that these documents contain a Supplemental Indenture of Trust, as required by the insurer. A motion was made by Director Baker and seconded by Director Sloan to adopt the resolution authorizing the issuance of $9,775,000.00 Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2005; approving contract documents relating to the Series 2005 Bonds; and containing other provisions related thereto, including the Supplemental Indenture of Trust. The motion passed unanimously. E. Trey Lary reviewed with the Board the Paying Agent/Registrar Agreement with Wells Fargo Bank. 4 DRAFT 3/16/06 A motion was made by Director Baker and seconded by Director Stanaland to approve the Paying Agent/Registrar Agreement with Wells Fargo Bank, NA. The motion passed by a vote of 3 to 0, with Director Sloan abstaining. F. Frank Ildebrando requested that the Board approve payment of the costs of issuance and authorize execution of checks or wire transfer instructions related to the closing of the bond sale. He noted that when the closing is scheduled, there will not be a need for another Board meeting. He stated that a closing letter will be distributed as evidence of the closing. Rick Witte with Andrews Kurth, Disclosure Counsel for the Authority, noted that the issuance expenses, including attorney's fees, are pursuant to engagement letters previously approved by the Authority. Mr. Ildebrando noted that actual costs of issuance, would be closer to $30,000.00 as opposed to the $45,000.00 noted in his Sources and Uses Report. ei A motion was made by Director Sloan and seconded by Director Baker to approve the payment of the costs of issuance and authorize execution of checks or wire transfer instructions related to the closing of the bond sale. The motion passed unanimously. G. Frank Ildebrando and Bill Eisen led a discussion related to the possibility of continued developer reimbursements out of the general fund. Andrea Gardner confirmed that all the transfers of funds as required by the Tri-Party Agreement had been satisfied. Mr. Ildebrando noted that the current funds available for such a reimbursement are not yet of a significant amount such that a reimbursement out of cash on hand would be advised. He did say that such a reimbursement may be appropriate in the late winter or early spring of 2006. 5 DRAFT 3/16/06 Adjournment There being no further business to come before the Authority, upon unanimous consent by the Directors, the meeting was adjourned at 4:55 p.m. ADOPTED and APPROVED this day of , 2006. Tom Reid, Chair Henry Stanaland, Secretary 4.