HomeMy WebLinkAboutRDAP-2017-07 2017-11-13MINUTES OF A REGULAR MEETING OF THE DEVELOPMENT AUTHORITY OF PEARLAND,
CITY OF PEARLAND TEXAS, HELD ON MONDAY, NOVEMBER 13, 2017, 3:00 P.M., IN 2555
CULLEN PARKWAY PUBLIC SAFETY BUILDING PEARLAND, TEXAS.
Boardmember Tony Carbone called the meeting to order at 3:04 p.m. with the following present:
Secretary
Ed Baker
Boardmember
Tony Carbone
Boardmember
Bill Sloan
Boardmember
Tom Pool
Absent Chairman Tom Reid
Others in attendance: Cynthia Pearson, City Finance Director Rick Overgaard, Assistant Finance
Director, Young Lorfing City Secretary, Maria E. Rodriguez, Deputy City Secretary, Tanya Fisher,
Andrews Kurth LLP, Robert Upton City Engineer, John McCarter Budget Officer, John McDonald
Community Development Director, Gary Cook, Shadow Creek Ranch Development Company Ltd,
Drew Peter Shadow Creek Ranch Development Company Ltd.
NEW BUSINESS:
Board Action — Approval of the Development Authority of Pearland Board of Directors Meeting
Minutes for October 30, 2017 Regular Meeting held at 4:00 P.M. DAP Board of Directors.
Boardmember Carbone made the motion, seconded by Boardmember Baker to approve the Meeting
Minutes for October 30, 2017, Regular Meeting held at 4:00 P.M.
Voting "Aye" Boardmembers Baker, Carbone, and Sloan.
Voting "No" None.
Motion Passed 3 to 0 Chairman Reid, Boardmember Pool absent
Board Action — Resolution No. RDAP-2017-08 - A Resolution Authorizing the Issuance of
Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2017 Approving
Documents Relating to the Series 2017 Bonds; and Containing Other Provisions Related Thereto.
Boardmember Carbone made the motion, seconded by Boardmember Baker to approve Resolution
No. RDAP-2017-08 for the sale of Bonds in the amount of 8.555,000.
Finance Director Cynthia Pearson stated this item is for authorization and issuance of the
Development Authority of Pearland Tax Increment Contract Revenue Bonds, series 2017. There is
---an--error on the agenda request under recommended action authorizing the issuance of
$11,910,000. The correct amount should be $8,305,000. In addition on the first page paragraph (3)
three the information states as of June 2016; However, the annual report was received at the last
meeting. The numbers have been updated to December 2016 and there is $208,000,000 million in
actual cost including interest. The amount of reimbursement $161,000,000.
John Robuck BOSC, Inc. stated since the last meeting term sheets and bid sheets have been sent
out to approximately 27 banks requesting bids for the Develpoment Authority of Pearland Bonds.
The winning bid is from Regions Capital Advantage Bank with an interest of 2.3 percent with a 10
year call, and no reserve fund requirement. One of the benefits of a private placement is that bonds
can be sold and the proceeds of the bonds can go directly for development reimbursement. Because
of the 2.3 percent rate additional Bonds were sold in the amount of 8.555,000, $188,000 in cost of
issuance for a total proceeds of $8,367,000. If the Board approves this today, it will be presented for
Page 1 of 3 — 10/30/2017
the Council approval tonight at 6:30 p.m. and close on December 12, at which time the funds will be
received.
Discussion ensued between Boardmember Carbone and John Robuck BOSC, Inc. regarding the
callable feature limiting future refinancing until the call dates.
Discussion ensued between Boardmember Sloan and Cynthia Pearson Finance Director regarding
the fee schedule report. The LFA amount adjusted for inflation per the Project and Financing Plan
and related budget. The amounts to be reimbursed to include actual interest per the Developer
Reimbursement Agreement and reimbursement is limited to the amount of the LFA.
Voting "Aye" Boardmembers Baker, Carbone, and Sloan.
Voting "No" None.
Motion Passed 4 to 0 Chairman Reid absent.
Boardmember Pool arrives at the meeting at 3:06 p.m.
Voting "Aye" Boardmembers Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 4 to 0 Chairman Reid absent.
Board Action — Resolution No. RDAP-2017-07 - A Resolution of the Development Authority of
Pearland (DAP), Texas Authorizing A Developer Reimbursement to Shadow Creek Ranch
Development Company LTD to Reimburse for TIRZ Infrastructure Improvements in the amount of
$8,118,000.
Boardmember Carbone made the motion, seconded by Boardmember Baker to approve the
Resolution No. RDAP-2017-07 for reimbursement in the amount of $8.367, 000.
Cynthia Pearson Finance Director stated this item is to authorize a Developer Reimbursement to
Shadow Creek Ranch Development Company LTD to Reimburse for TIRZ Infrastructure
Improvements which based on the actual sale of the bonds the amount for reimbursement will be
$8.367, 000.
Voting "Aye' Boardmembers Baker, Carbone, Sloan, and Pool.
Voting "No' None.
Motion Passed 4 to 0 Chairman Reid absent.
Meeting was adjourned at 3:19 p.m.
Minutes approved as submitted and/or corrected this the 1" day of October, A.D., 2018.
Page 2 of 3 — 10/30/2017
ATTEST:
�d 4z�
Ed Baker
City Secretary
Tom Reid
Chairman
Page 3 of 3 — 10/30/2017
DEVELOPMENT AUTHORITY OF PEARLAND
CITY OF PEARLAND
REGULAR DAP MEETING
MONDAY, NOVEMBER 13, 20171 3:00 P.M.
2555 Cullen Parkway, Public Safety Building Second Floor Training Room 1
281.652.1600
I. CALL TO ORDER and ROLL CALL: Chairman Reid, Secretary Baker,
Boardmembers Sloan, Pool, and Carbone.
II. PUBLIC COMMENTS
III. NEW BUSINESS:
1. Consideration and Possible Action — Approval of the Development Authority of
Pearland Board of Directors Meeting Minutes for October 30, 2017 Regular
Meeting held at 4:00 P.M. DAP Board of Directors.
2. Consideration and Possible Action — Resolution No. RDAP-2017-08 - A
Resolution Authorizing the Issuance of Development Authority of Pearland Tax
Increment Contract Revenue Bonds, Series 2017; Approving Documents Relating
to the Series 2017 Bonds; and Containing Other Provisions Related Thereto.
3. Consideration and Possible Action — Resolution No. RDAP-2017-07 - A
Resolution of the Development Authority of Pearland (DAP), Texas Authorizing A
Developer Reimbursement to Shadow Creek Ranch Development Company LTD
to Reimburse for TIRZ Infrastructure Improvements in the amount of $8,118,000.
IV. ADJOURNMENT
This site is accessible to disabled individuals. For special assistance, please call Young Lorfing at
281-652-1840 prior to the meeting so that appropriate arrangements can be made.
All agenda supporting documents are available at pearlandtx.gov
Page 1 of 1 — 10/30/2017
MINUTES OF A SPECIAL MEETING OF THE DEVELOPMENT AUTHORITY OF PEARLAND, CITY
OF PEARLAND TEXAS, HELD ON MONDAY, OCTOBER 30, 2017, 4:00 P.M., IN THE
LARGE I COMMUNITY DEVELOPMENT CONFERENCE ROOM I PEARLAND CITY HALL ANNEX
3523 LIBERTY DRIVE
Mayor Reid called the meeting to order at 4:00 p.m. with the following present:
Chairman
Secretary
Boardmember
Boardmember
Boardmember
Tom Reid
Ed Baker
Tony Carbone
Bill Sloan
Tom Pool
Others in attendance: Trent Epperson Assistant City Manager, Cynthia Pearson, City Finance
Director Rick Overgaard, Assistant Finance Director, Tom March Financial Analyst, Maria E.
Rodriguez, Deputy City Secretary, Robert Upton City Engineer, John Robuck BOSC, Inc. Rick Witte,
Andrews Kurth LLP, Gary Cook, Shadow Creek Ranch Development Company Ltd, Drew Pelter
Shadow Creek Ranch Development Company Ltd.
NEW BUSINESS:
Board Action — Approval of the Development Authority of Pearland Board of Directors Meeting
Minutes for October 10, 2016 Regular Meeting held at 4:00 P.M. DAP Board of Directors.
Boardmember Carbone made the motion, seconded by Boardmember Pool to approve the Meeting
Minutes for October 10, 2016 Regular Meeting held at 4:00 P.M.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Action — Resolution No. RDAP-2017-01 - A Resolution of the Development Authority of
Pearland (DAP), accepting the 2016 Annual Financial Report for the Fiscal Year ending September
30, 2016.
Boardmember Pool made the motion, seconded by Boardmember Carbone to approve Resolution
No. RDAP-2017-01.
Rick Overgaard Assistant Finance Director stated this is the Annual Financial Report for the Fiscal
Year ending September 30, 2016. The auditor's opinion, is unqualified clean, as well as the
statements pertaining to the Development Authority. Mr. Overgaard provided a brief overview of the
2016 Annual Financial Report.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Page 1 of 5 — 10/30/2017
Board Action — Resolution No. RDAP-2017-02 - A Resolution of the Development Authority of
Pearland (DAP), accepting the Financial Report for the period ending September 30, 2017.
Boardmember Baker made the motion, seconded by Boardmember Carbone to approve Resolution
No. RDAP-2017-02.
Rick Overgaard Assistant Finance Director provided the Board with an overview of the Financial
Report for the period ending September 30, 2017.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Action — Resolution No. RDAP-2017-03 - A Resolution of the Development Authority of
Pearland (DAP), accepting the Investment Report for the quarters ending September 2016,
December 2016, March 2017, and June 2017.
Boardmember Sloan made the motion, seconded by Boardmember Carbone to approve Resolution
No. RDAP-2017-03.
Rick Overgaard Assistant Finance Director provided the Board with the details of the Investment
Reports for the quarters ending September 2016, December 2016, March 2017, and June 2017.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Action — Resolution No. RDAP-2017-04 — A Resolution of the Development Authority of
Pearland (DAP), ratifying checks 1158 through 1169 totaling $17,787.36.
Boardmember Carbone made the motion, seconded by Boardmember Baker to approve Resolution
No. RDAP No. 2017-04.
Rick Overgaard Assistant Finance Director stated there is a schedule for processing these checks
needing the Board's approval for ratification of check numbers 1158 through 1169.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Page 2 of 5 — 10/30/2017
Board Action — Resolution No. RDAP-2017-05 - A Resolution of the Development Authority (DAP),
Of Pearland Texas approving a contract with Arbitrage Compliance Specialists, Inc. for arbitrage
compliance services.
Boardmember Pool made the motion, seconded by Boardmember Carbone to approve Resolution
No. RDAP-2017-05.
Rick Overgaard Assistant Director of Finance stated The Development Authority has issued tax-
exempt bonds and is planning on issuing additional tax-exempt bonds in the future. IRS regulations
state that an entity cannot earn more interest on the bonds than it is paying. If an entity does, this is
called arbitrage, and an entity is required to report and pay the gain to the IRS. Attached is the
annual contract with Arbitrage Compliance Specialists, Inc. to bring current all rebate reports through
September 30, 2018. The total amount of the contract is not to exceed $2,800.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Action — Resolution No. RDAP-2017-06 - A Resolution of the Development Authority of
Pearland (DAP), Texas authorizing a developer reimbursement to Shadow Creek Ranch
Development Company LTD to reimburse for TIRZ Infrastructure Improvements in the amount of
$5,985,000, plus the amount received from TEA for tax year 2016 supplemental taxes.
Boardmember Baker made the motion, seconded by Boardmember Carbone to approve Resolution
No. RDAP-2017-06.
Cynthia Pearson Finance Director stated this item is for consideration and approval of Resolution
RDAP-2017-06 authorizing a cash developer reimbursement to Shadow Creek Ranch Development
Company LTD to reimburse for TIRZ infrastructure improvements in the amount of $5,985,000, plus
the amount received from TEA for tax year 2016 supplemental taxes which is anticipated to be
$1,938,413. The cash analysis for reimbursement which is cash and cash equivalents
$6,996,234.02, operating costs total funds to be held $1,010,000.00 for debt service leaving
$5,986,234.02 monies available for cash reimbursement. As of December 2016, there is
$184,265,431 in actual costs, excluding interest, that have been approved for reimbursement, of
which $161,222,965 has been paid through a combination of issuing bonds or using cash on hand,
leaving a balance of $23,042,466 yet to be reimbursed. Today the Board is being asked for
authorization to reimburse $16 Million leaving a balance of $8 Million for next year.
Boardmember Carbone requests Staff to provide a list of Developers in the order in which they are
scheduled for reimbursement.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Action — Resolution No. RDAP-2017-07 - A Resolution of the Development Authority Of
Pearland (DAP), Texas authorizing a developer reimbursement to Shadow Creek Ranch
Development Company LTD to reimburse for TIRZ infrastructure improvements in the amount of
$8,118,000.
Page 3 of 5 — 10/30/2017
Boardmember Sloan made the motion, seconded by Boardmember Carbone to approve Resolution
No. RDAP-2017-07.
Cynthia Pearson Finance Director stated this is a request to the Development Authority of Pearland,
Texas to authorize a development reimbursement to Shadow Creek Ranch Development Company
LTD to reimburse for TIRZ infrastructure improvements in the amount of $8,118,000.
Boardmember Carbone stated since the bonds have not been sold these proceeds are not available
until December 2017. He would like to Table this item and is not comfortable approving the
reimbursement until after the Bond Sale.
Boardmember Carbone made a motion, seconded by Boardmember Pool to Table this item until the
next meeting.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
Board Input and Discussion - Regarding the Tax Increment Revenue Bonds, Series 2017.
Boardmember Carbone made the motion, seconded by Boardmember Baker to approve the Tax
Increment Revenue Bonds, Series 2017.
John Robuck BOSC, Inc. stated the Board has been provided in their packet with the current market
review. The current rate is 3.86 percent weekly average bonds across the country, The estimated
sources and uses of funds based on assessed evaluations provided by Assessments Southwest the
structured bond issue yielded a par amount of $8,305,000 less cost of issuance $187,000 resulting
in total proceeds for Developer Reimbursement $8,118,000. All Cost True Interest Rate 3.130
percent which includes issuance cost and proceeds. A private placement is being recommended
with no reserve fund requirement. Based on the boards direction, bid forms and term sheets will be
prepared and distributed with competitive bids due on Friday November 10, 2017. Approval of the
bond sale with the Development Authority of Pearland and City Council would be on Monday,
November 13th with bond closing on December 12tH
Boardmember Carbone requested that the 2 (two) counsel provide a breakdown of their fees and
duties provided to the Board.
Rick Witte Andrews Kurth LLP, addressed the Board stating the Development Authority of Pearland
was originally created to provide a financing mechanism to protect the City. At that time Andrews
Kurth LLP, worked with the City as Bond Counsel. Lynne Humphries, Allen Boone Humphries
Robinson LLP worked with the TIRZ. It has evolved to a situation in which Andrews Kurth LLP, is
the Bond Counsel that drafts all the bond documents for the Development Authority of Pearland, and
Lynne Humphries, Allen Boone Humphries Robinson LLP works with the Developer and does all the
Tax documentation. There is a separate engagement letter that deals with both firms. Overtime the
fees have moved down to somewhere in the middle from the start up development phase. The goal
is to provide good legal service, great financial service to the Development Authority of Pearland.
With respect to fees we want to do the best we can.
Discussion ensued between the Board and Rick Wittee Andrews Kurth LLP, regarding the operating
history of the Development Authority of Pearland and the legal service rates.
Page 4 of 5 — 10/30/2017
Boardmember Carbone stated he would like to see both Counsel present, or a representative from
both Counsel at the time the Board approves the Bond sale.
Voting "Aye" Boardmembers Reid, Baker, Carbone, Sloan, and Pool.
Voting "No" None.
Motion Passed 5 to 0.
ADJOURNMENT
Meeting was adjourned at 4:50 p.m.
Minutes approved as submitted and/or corrected this the 131, days f Novem er
2017.
TOM REID
CHAIR
FIN i9=61111
ED BAKER
SECRETARY
Page 5 of 5 — 10/30/2017
Page 1 of 2 – 10/30/2017
DEVELOPMENT AUTHORITY OF PEARLAND
CITY OF PEARLAND
REGULAR DAP MEETING
MONDAY, OCTOBER 30, 2017│4:00 P.M.
LARGE│COMMUNITY DEVELOPMENT CONFERENCE ROOM│
PEARLAND CITY HALL ANNEX 3523 LIBERTY DRIVE
281.652.1600
I. CALL TO ORDER and ROLL CALL: Chairman Reid, Secretary Baker,
Boardmembers Sloan, Pool, and Carbone.
II. PUBLIC COMMENTS
III. NEW BUSINESS:
1.Consideration and Possible Action – Approval of the Development Authority of
Pearland Board of Directors Meeting Minutes for October 10, 2016 Regular
Meeting held at 4:00 P.M. DAP Board of Directors.
2. Consideration and Possible Action – Resolution No. RDAP-2017-01 - A
Resolution of the Development Authority of Pearland (DAP), accepting the
2016 Annual Financial Report for the Fiscal Year ending September 30,
2016.
3. Consideration and Possible Action – Resolution No. RDAP-2017-02 - A
Resolution of the Development Authority of Pearland (DAP), accepting the
Financial Report for the period ending September 30, 2017.
4.Consideration and Possible Action – Resolution No. RDAP-2017-03 - A
Resolution of the Development Authority of Pearland (DAP), accepting the
Investment Report for the quarters ending September 2016, December 2016,
March 2017, and June 2017.
5.Consideration and Possible Action – Resolution No. RDAP-2017-04 – A
Resolution of the Development Authority of Pearland (DAP), ratifying checks 1158
through 1169 totaling $17,787.36.
6.Consideration and Possible Action – Resolution No. RDAP-2017-05 - A
Resolution of the Development Authority (DAP), Of Pearland Texas approving a
contract with Arbitrage Compliance Specialists, Inc. for arbitrage compliance
services.
Page 2 of 2 – 10/30/2017
7. Consideration and Possible Action – Resolution No. RDAP-2017-06 - A
Resolution of the Development Authority of Pearland (DAP), Texas authorizing a
developer reimbursement to Shadow Creek Ranch Development Company LTD to
reimburse for TIRZ Infrastructure Improvements in the amount of $5,985,000, plus
the amount received from tea for tax year 2016 supplemental taxes.
8. Consideration and Possible Action – Resolution No. RDAP-2017-07 - A
Resolution of the Development Authority Of Pearland (DAP), Texas authorizing a
developer reimbursement to Shadow Creek Ranch Development Company LTD to
reimburse for TIRZ infrastructure improvements in the amount of $8,118,000.
9. Board Input and Discussion - Regarding the Tax Increment Revenue Bonds,
Series 2017.
IV. ADJOURNMENT
This site is accessible to disabled individuals. For special assistance, please call Young Lorfing at
281-652-1840 prior to the meeting so that appropriate arrangements can be made.
All agenda supporting documents are available at pearlandtx.gov