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2000-02-21 TAX INCREMENT REINVESTMENT ZONE NO. 2 BOARD MEETING MINUTESMINUTES OF THE BOARD OF DIRECTORS MEETING Tax Increment Reinvestment Zone Number Two CITY OF PEARLAND, TEXAS February 21, 2000 The meeting of the Board of Directors ("Board") of the Tax Increment Reinvestment Zone Number Two ("Zone"), City of Pearland, Texas, was held in the Council Chambers of Pearland City Hall, located at 3519 Liberty Drive, Pearland, Texas, on Monday, February 21, 2000, at 4:30 p.m. The meeting was open to the public. Board Members in Attendance: Nigel Harrison, Chair Gary Cook, Vice Chair Mike Pybum, Secretary James McFeron Larry Loessin Bobby Verdine John Knox City of Pearland Representatives in Attendance: Alan Mueller Michael Ross Public in Attendance: David Hamilton — Huitt-Zollars, Inc. Tom King — Huitt-Zollars, Inc. 1. Introduction. Board Members Not in Attendance: Jim DeShazer Sonny Corley Consultants in Attendance: Lynne Humphries — Vinson & Elkins Patti Joiner - Knudson & Associates John Havenstrite - Knudson & Associates John Perry — LJA Engineering & Surveying, Inc. David Tinney - LJA Engineering & Surveying, Inc. Mark McGrath — Null-Lairson, P.C. Bob DeForest — KGA/DeForest Design The Chair, Nigel Harrison, welcomed those in attendance. 2. Call the meeting to order, take attendance and verify that a quorum in present. The Chair, Nigel Harrison called the meeting to order at 4:30 p.m. and took attendance. The following Board Members were present: 1. Bobby Verdine 2. Nigel Harrison 3. Gary Cook 4. James McFeron 5. Larry Loessin 6. John Knox 7. Mike Pyburn Board Members Sonny Corley and Jim DeShazer were not in attendance. 3. Discuss and approve minutes of the January 10, 2000 Board meeting. Following discussion, Board Member Pyburn moved that the Board approve the minutes of the January 10, 2000 meeting without revision. Board Member Cook seconded the motion. The Board unanimously approved the motion. 4. Project report from the City; take appropriate action. Michael Ross reported that design work for the far Northwest (Shadow Creek Parkway) sewer trunk line project was largely complete. Bid opening is expected at the end of March. Mr. Ross continued to say that construction of the 16" water line along FM 518 from Kirby to Chocolate Bayou was complete. Design work on the 20" water line along McHard Road was 90 percent complete, with bids expected to be opened in April 2000. 5. Discuss and take necessary action regarding engagement letter from Zone Auditor, Null-Lairson. Mark McGrath, Null-Lairson, presented an engagement letter for services related to the review of Developer/sub-Developer information in accordance with the Zone's Final Plan and the Board's project implementation and reimbursement process, as well as preparation of the Zone's Annual Financial Report. The fee will be based on actual time spent, billed on an hourly basis, plus expenses. Following a discussion, Board Member Pyburn motioned that the Board approve the Zone Auditor's engagement letter. Board Member Cook seconded the motion, and the Board imanimously approved. 6. Discuss and take necessary action regarding services agreement by and between the Zone and the Zone Construction Auditor, Huitt-Zollars, Inc. Tom King, Huitt-Zollars, presented a proposal for professional services related to the provision of Construction Audit services. Ms. Joiner reminded the Board that these services would only be employed when the Zone Engineer and the Developer/sub-Developer were one in the same. Board Member Loessine motioned that the scope of services be expanded to include all construction related projects within the Zone. Board Member McFeron seconded the motion. After a discussion, the motion failed on a vote of three to four, Board Members Verdine, Cook, Harrison, and Knox dissenting. In response, Board Member Loessine asked whether Board Member Cook had a potential conflict of interest. Ms. Humphries responded, explaining that no conflict existed, as Huitt-Zollars was selected and employed by the Zone, not the Developer. Board Member McFeron then made a motion to approve the service agreement as presented. Board Member Pyburn seconded the motion, and the Board unanimously approved. 2 7. Discuss and take necessary action regarding Huitt-Zollars, Inc.'s request for work authorization for Village 1, Phase IA (Project 00-01-001). Mr. King then presented a work authorization request for construction audit services related to the review of Village 1, Phase 1A. After a discussion Board Member Knox motioned to approve the request. Board Member Pyburn seconded the motion, and the Board unanimously approved. 8. Discuss and take necessary action regarding consultant invoice approval procedure. Ms. Joiner reviewed the proposed procedures with the Board. Ms. Joiner explained that the procedures were designed to allow a sub -committee of three Board Members and the Zone Auditor to meet, review and approve payment of invoices presented by consultants from an account funded by the Developer and administered by the City. The purpose of the Subcommittee is to allow for approval to pay invoices when there is no regularly scheduled Board meeting. After a discussion, Board Member Cook motioned to approve the procedure as presented. Board Member Knox seconded the motion and the Board unanimously approved. 9. Discuss and take necessary action regarding selection of consultant invoice sub- committee. After a discussion of the role of the sub -committee, the Board appointed Board Member Knox as Chair, and Board Members Pybum and Loessine as members, with Zone Auditor Null-Lairson, as a resource consultant. 10. Discussion and take necessary action regarding construction of Village 1, Phase IA (Project 00-01-001). a. Presentation from Zone Engineer. Bob DeForest, KGA/Deforest Design, reviewed the status of landscaping, irrigation, entry monumentation, themes, and the incorporation of these standards planned within Village 1, Phase 1A, and their extension into other areas of the project. David Tinney, LJA Engineering, the Zone Engineer, then reviewed the status of paving, water, storm sewer systems and detention in Village 1, Phase 1A, explaining that the proposed $6,524,629 project is included in the adopted TIRZ project plan, as well as the Development Agreement between Shadow Creek Ranch, and the City of Pearland. Mr. Tinney also emphasized that project costs include land and easement acquisition, design, construction and contingencies. b. Presentation from Huitt-Zollars, Construction Auditor. Mr. King reviewed Huitt-Zollars' Construction Audit for Village 1, Phase lA with the 3 Board. Mr. King stated that his review compared the project plan to the master plan by infrastructure element: water, sanitary, drainage and paving; but did not review parks or major infrastructure items being constructed by the City. Concluding, Mr. King stated that all infrastructure items within the $6,524,629 are reasonable and consistent with the master plan approved by the Board. C. Approve letter finance agreement. Ms. Joiner discussed the Letter Finance Agreement with the Board. The letter, Ms. Joiner explained, serves as the Board's formal consent to proceed with construction on the items included in Village 1, Phase I as defined by the Zone Engineer, and reviewed by the Zone Construction Auditor. Board Member Cook reminded the Board that once approved in the form of a Letter Finance Agreement, costs and reimbursables are capped, with any over runs borne by the Developer. After a discussion, Board Member McFeron motioned to approve the agreement as presented. Board Member Verdine seconded the motion, and the Board approved it with Board Members Cook and Pyburn abstaining. 11. Presentation and discussion of TIRZ Project budget report. Ms. Joiner and Mr. Tinney reviewed the project's budget report with the Board Members. The first budget, Ms. Joiner explained, summarizes items listed in the Project Plan and the Finance Plan. The second, it was noted, summarized costs associated with Village 1, Phase lA as they relate to the entire TIRZ budget. No Board action was taken. 12. Project report from Developer; take appropriate action. Board Member Cook reviewed the status of ongoing development within Shadow Creek Ranch. No Board action was taken. 13. New Business. Ms. Joiner discussed the need to begin formulating an annual report to be presented to all participating entities. The report should include descriptions of the status of the development's compliance with the Development Agreement, as well as the Tri -party Agreement, drawing on reports generated by the Auditor and the Construction Auditor. No Board action was taken. 14. Any other matters which may properly come before the Board. The Board discussed the various relationships and responsibilities the Brazoria County Drainage District No. 4 has with the entities that underlay it and are adjacent to it. Ms. Humphries stated that the District only has authority over property they own or maintain. Mr. Mueller further stated that the District has no authority within the City, and that since Shadow Creek is within the City, the District has no authority over any contemplated Shadow Creek facilities or approvals. No Board action was taken. 4 After a discussion, no Board meeting was scheduled for March. The next regular meeting of the Board will be in April. The Board did agree that the Invoice Sub -committee should meet in March, however no date was set, and no Board action was taken. 15. Adjournment. Board Member McFeron moved that the meeting be adjourned. Board Member Verdine seconded the motion, and the Board unanimously voted to adjourn the meeting at 5:39 p.m. Approved: Mike Pfbum, Band Secretary Tax Incrementreinvestment Zone Number Two City of Pentland, Texas 5