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2006-03-29 Development Authority of Pearland Minutes of the Board of Directors Meeting DRAFT 8/2/06 DEVELOPMENT AUTHORITY OF PEARLAND MINUTES OF THE BOARD OF DIRECTORS MEETING March 29, 2006 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, March 29, 2006 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, Tom Pool and Ed Baker. Director Henry Stanaland was not in attendance. Also in attendance were Sue Darcy, Charles Knight, Rick Witte, Bill Eisen, Lynne Humphries, Linda Canik, Claire Manthei and Drew Pelter. Approval of Minutes Chair Reid presented the minutes of the Development Authority Board meeting held on October 24, 2005 for approval. A motion was made by Director Baker and seconded by Director Sloan to approve the minutes, subject to the revision that the minutes reflect that Director DRAFT 8/2/06 ... Stanaland was not in attendance at the meeting. There being no further discussion, the motion passed unanimously. Public Comments Bill Eisen introduced Claire Manthei, as the City's new Director of Finance, replacing Andrea Gardner. New Business A. Linda Canik with ETI Accounting Services, Bookkeeper for the Authority, summarized the February 28, 2006 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. Canik then reviewed the Authority's General Fund Report on page 2 of the Board packets, noting the February 28, 2006 balance of$58,203.79. Ms. Canik 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 February 28, 2006, the balance of this fund stood at $2,627,225.95. Ms. Canik continued by reviewing the TIRZ No. 2 General Fund Report, the balance of which stood at $1,827,882.00 as of February 28, 2006, as detailed on page 4 of the Board packets. Ms. Canik directed the Board's attention to the Quarterly Investment Report, dated February 28, 2006, on pages 5 and 6 of the Board packets, noting that the Report illustrates the 2 DRAFT 8/2/06 location of assets and descriptions of the collateral. She also noted that the Authority's new Investment Officer, once appointed, would sign the Report and complete the required training. Director Sloan asked what constituted the Bond Issuance Costs as listed in the Debt Service Fund Report. Rick Witte and Lynne Humphries that these costs included fees for bond counsel, disclosure counsel, financial advisor and the underwriter's discount. A motion was made by Director Pool and seconded by Director Baker to approve the Quarterly Financial Report. The motion passed unanimously. B. Ms Canik the presented the Board with outstanding invoices related to the Authority's legal fees, bookkeeping fees, management fees and costs related to the Bond Series 2005, which totaled $20,596.42. Director Sloan asked to what did the DealShare invoice relate. Rick Witte with Andrews Kurth, Bond Counsel, responded that DealShare facilitated the distribution of bond-related documents to various parties. Ms. Canick noted that if the Board approves these invoices for payment, the Authority's General Fund Balance would be reduced to $37,607.37. The Board requested that future invoices be included in the meeting packets for the Board's review. A motion was made by Director Baker and seconded by Director Pool to approve the payment of the consultant invoices as presented and authorize the execution of checks for same. The motion passed unanimously. C. Lynne Humphries with Allen Boone Humphries Robinson, LLP, Disclosure Counsel to the Authority, reviewed the Investment Policy with the Board, and explained the requirement to �•. review it on an annual basis. Director Baker suggested that the Certificate for Resolution references to Brazoria and Fort Bend Counties include Harris County, since a portion of the City 3 DRAFT 8/2/06 of Pearland lies within Harris County. Ms. Humphries suggested removing the county references altogether, to which the Board agreed. Chair Reid asked if Certificates of Deposit are included as an investment in the Policy, to which she replied that they are. She also reviewed the authorized investments open to the Authority and explained that the Authority's Investment Officer is directed by the Board to make such investments on the Authority's behalf. A motion was made by Director Sloan and seconded by Director Pool to adopt the Investment Policy as presented. The motion passed unanimously. D. Ms. Humphries next reviewed with the Board new legislation enacting Chapter 176 of the Texas Local Government Code, which requires directors and consultants to disclose certain conflicts of interest. Ms. Humphries reviewed with the Board the forms adopted by the Texas Ethics Commission for making disclosures under Chapter 176 and noted that the forms are required to be filed with the records administrator for the District beginning January 1, 2006 and will need to be filed thereafter within 7 days of a disclosable conflict arising. Ms. Humphries explained that failure to make a disclosure required under Chapter 176 is a Class C misdemeanor. Ms. Humphries encouraged the Board to contact ABHR if assistance is needed in determining whether a conflict requires disclosure or in making a required disclosure. The Board authorized ABHR to maintain a list of the Authority's Board Members and make that list available to the public and to contractors who may be required to file a questionnaire under Chapter 176. The Board also amended the Authority's Ethics Policy to require disclosure under Chapter 176 of the Texas Local Government Code. Ms. Humphries used the example that if any Director or a member of that Director's immediate family has an interest bearing account at Wells Fargo Bank, the Authority's depository institution, which results in taxable income, then that relationship must be disclosed. She confirmed that Director Baker, as an owner of Wells 4 DRAFT 8/2/06 Fargo stock, must disclose that fact. Ms. Humphries confirmed that the affidavit filed by Director Sloan disclosing his employment with Wells Fargo Bank was unrelated to the requirement of Chapter 176. E. Ms. Humphries next reviewed the Annual Report, which was prepared in accordance with SEC Rule 15c2-12. Mr. Humphries explained the purpose of the report is to provide updated financial information to the designated depository institutions related to the past two bond sales. She explained that her firm has been working with the City and Assessments of the Southwest (ASW) to determine accurate captured appraised values within TIRZ No. 2 and the revenue generated from those values. Ms. Humphries proposed deleting Exhibit A due to underreported collection rates contained therein. Ms. Humphries also suggested directing Assessments of the Southwest to work with the City's Finance Director to determine the actual tax increment revenue collections for 2005 to be included in future reports. Director Pool made a motion to approve the Annual Report, subject to the proposed deletion of Exhibit A and the direction of ASW to work with the City to determine the actual tax increment revenue collections for 2005. Director Sloan seconded the motion. The motion was passed unanimously. F. Ms. Humphries explained that with the departure of the previous Investment Officer, Andrea Gardner, the Board must appoint a new Investment Officer. Since the City's Finance Director has traditionally served as the Authority's Investment Officer, she recommended that the Board appoint the City's new Finance Director, Clare Manthei, as its new Investment Officer. 5 DRAFT 8/2/06 Director Baker made a motion to appoint Clare Manthei, as its new Investment Officer. Director Sloan seconded the motion. The motion was passed unanimously. G. Ms. Humphries reviewed the Disclosure Statements for the Authority's Investment Officer and Bookkeeper. Director Sloan made a motion to accept the Disclosure Statements for the Investment Officer and Bookkeeper. Director Baker seconded the motion. The motion passed unanimously. Adjournment There being no further business to come before the Authority, upon unanimous consent by the Directors, the meeting was adjourned at 5:00 p.m. ADOPTED and APPROVED this day of , 2006. Tom Reid, Chair Henry Stanaland, Secretary 6