2007-7-16 Development Authority of Pearland Minutes of the Board of Directors AGENDA
DEVELOPMENT AUTHORITY OF PEARLAND
Special Meeting of Board of Directors
Monday,July 16, 2007
4:00 P.M.
Council Chambers
of Pearland City Hall
3519 Liberty Drive
Pearland,Texas 77581
I. CALL TO ORDER.
LI. APPROVAL OF MINUTES—Special Meeting of October 2,2006.
III. PUBLIC COMMENTS.
IV. NEW BUSINESS:
A. CONSIDERATION AND POSSIBLE ACTION: Review May 2007 Financial
Report, Claire Manthei, City of Pearland;
. B. CONSIDERATION AND POSSIBLE ACTION: Appoint Invoice Review
Committee, Claire Manthei, City of Pearland;
C. DISCUSSION: Schedule of Events for Tax Increment Contract Revenue Bonds,
Series 2007, Frank Ildebrando with RBC Capital Markets, Lynne Humphries
with Allen Boone Humphries Robinson, and Rick Witte with Andrews &Kurth;
D. CONSIDERATION AND POSSIBLE ACTION: Adopt City of Pearland
Investment Policy as the Development Authority of Pearland Investment Policy,
Claire Manthei, City of Pearland;
E. CONSIDERATION AND POSSIBLE ACTION: Contract with Arbitrage
Compliance Specialist for Annual Arbitrage Calculations, Claire Manthei, City
of Pearland;
V. ADJOURNMENT.
This site is accessible to disabled individuals. For special assistance,please call Yonne Lorfine at 281-652-1655 prior
to the meeting so that appropriate arrangements can be made.
1, Young Lorfing, City Secretary of the City of Pearland, Texas, do hereby certify that the foregoing
agenda was posted in a place convenient to the general public at City Hall on the 12 day of July 2007,
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STa t E ity S retary
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1 A:-•.- .ved.,. day of July 2007.
DEVELOPMENT AUTHORITY OF PEARLAND
MINUTES OF THE BOARD OF DIRECTORS MEETING
October 2, 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, October 2, 2006 commencing at 4:04 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, Henry Stanaland, Tom Pool and Ed
Baker. Also in attendance were Bill Eisen, Linda Canik, Claire Manthei, Gary Cook, Drew
Pelter, Lynn Humphries, Frank Ildebrando, Ryan O'Hara, Rick Witte, Marcus Deitz, and Sue
Darcy.
Approval of Minutes
Chair Reid presented the minutes of the Development Authority Board meeting held on
September 12, 2006 for approval. A motion was made by Director Pool and seconded by
Director Stanaland to approve the minutes. There being no further discussion, the motion passed
unanimously.
Public Comments
There were no public comments.
New Business
A. Linda Canik with ETI Accounting Services, Inc. reviewed the Quarterly Financial Report
with the Board. Mayor Reid inquired about the Investment Report. Ms. Canik stated it is a
quarterly report and the quarter is not up yet. Director Baker made a motion to approve the
Quarterly Financial Report. Director Pool seconded the motion. The motion was passed
unanimously.
B. Linda Canik reviewed the Payment of Consultant Invoices and Execution of Checks or
Wire Transfer Instructions, listing one additional check, #1026 to the attorney general for their
review of the bank $9,500 (not listed in the report), Director Stanaland made a motion to approve
the Payment of Consultant Invoices and execution of Checks or Wire Transfer Instructions.
Director Pool seconded the motion. The motion was passed unanimously.
C. Frank Ildebrando with RBC Capital Markets reported that the bond sale was finalized at
noon today. Due to lower interest cost the bond issue was sized at $9.9 million and insurance
was secured with a AAA rating; additionally the reserve fund was replaced with a surety bond
for this issue and the 2004 issue. This maximized the developer reimbursement. Mr. Ildabrando
reviewed the current issues in the bond market that are producing a favorable interest rate. Mr.
Ildabrando recommended that the board approve the sale.
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Mayor Reid asked about the strength of these bonds in the market. Mr.Ildabrando said the bonds
sold quickly and to one entity.
Lynne Humphries with Allen Boone Humphries Robinson LLP reviewed the documents required
to be executed by the board, including the second supplemental trust indenture. Director Pool
made a motion to approve the sale of the Series 2006 Tax Increment Revenue Bonds. Director
Baker seconded the motion. The motion was passed unanimously.
D. Lynne Humphries reviewed the Paying Agent/Registrar Agreement with Wells Fargo.
Following discussion, Director Baker made a motion to approve this Agreement. Director
Stanaland seconded the motion. The motion was passed unanimously.
E. Lynne Humphries said this authorizes payment of the Issuance Cost and to do so by wire
transfer. Rick Witte with Andrews & Kurth, LLP said all charges related to consultant fees will
follow the terms of their respective engagement letters. Director Baker made a motion to
approve this Cost of Issuance and Authorize the Execution of Checks or Wire Transfer
Instructions. Director Pool seconded the motion. The motion was passed unanimously.
F. Claire Manthei with the City of Pearland reviewed the cash on hand analysis to determine
the amount the DAP could pay the Developer. Ms. Manthei recommended $991,000
reimbursement. Mr. Ryan O'Hara reviewed efforts to get AAA bond insurance. They were
successful in getting a surety policy for the 2004 issue and in doing so were able to release the
cash reserves of approximately $1.2 million. The total cash reimbursement to developer they
recommend is $2,214,000. Mr. O'Hara stated that they are working to purchase a surety policy
on the 2005 issuance but that may take a little more time. Frank Ildabrando expressed that all
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future issues will have surety bonds and that will free up more cash for reimbursement. Ms.
Manthei recommended $2,214,000 reimbursement to the developer.
Director Pool asked if 2005 reserves are freed up can they be paid as well. Mr. Ildabrando said
he would prefer to bring that back to the Board once it's negotiated. Ms. Humphries clarified
that the approval of the 2nd Supplemental Trust Indenture would take care of all insurance items
and this will be covered.
Director Baker made a motion to approve the Developer's Reimbursement of cash available.
Director Stanaland seconded the motion. The motion was passed unanimously.
G. Claire Manthei explained that ETI will close out the books and their contract will be
terminated. Director Baker made a motion to Terminate the Contract with ETI. Director
Stanaland seconded the motion. Director Pool asked how long ETI will remain on. Claire
answered that there are 2 weeks left in year and that they will close out the year. They will
transfer the books by the end of October. There being no further discussion, the motion was
passed unanimously.
H. Claire Manthei said the fee will be $500 per month for the Financial Services Agreement
with the City of Pearland for financial reporting, and that this automatically renews year to year.
Mayor Reid asked about the date of closeout. Director Pool made a motion to approve the
Financial Services Agreement. Director Baker seconded the motion. The motion was passed
unanimously.
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Adjournment
There being no further business to come before the Authority, upon unanimous consent
by the Directors, the meeting was adjourned at 4:50 p.m.
ADOPTED and APPROVED this day of , 2007.
Tom Reid, Chair
Henry Stanaland, Secretary
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