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1997-02-03 PEARLAND ECONOMIC DEVELOPMENT CORPORATION BOARD REGULAR MEETING MINUTESMINUTES OF A REGULAR MEETING OF THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION BOARD, OF THE CITY OF PEARLAND, TEXAS, HELD MONDAY, FEBRUARY 3, 1997 AT 4:00 P.M., IN THE COUNCIL CHAMBERS, CITY HALL, 3519 LIBERTY DRIVE, PEARLAND, TEXAS. I. The meeting was called to order at 4:03 p.m. with the following present: BOARD MEMBERS Chairman Dennis Frauenberger Vice President Secretary Board Member Board Member Board Member Not in attendance: Board member Bob Lewis. EX -OFFICIO BOARD MEMBERS Tritech Chamber of Commerce Tricia Holland Susan Lenamon Bill Berger Stella Roberts Connie Beaumont John Knox Billye Everett Not in attendance: City Manager Paul Grohman and Mayor Tom Reid. STAFF MEMBERS Executive Director Assistant Executive Director Marketing & Events Coordinator Administrative Assistant Glen Erwin John R. Bowman Terrie Morgan Perla N. Lehman Also in attendance: Assistant City Manager Richard Burdine, City Engineer John Hargrove, City Attorney Amy M. McCullough, Finance Director David Castillo, Chief Accountant Janet Eastburn, and Clean Pearland Director Delores Fenwick. 1 Minutes of Regular Meeting February 3, 1997 H. Approval of Minutes of January 6, 1997 - Secretary Susan Lenamon made the motion, seconded by board member Stella Roberts to approve the minutes of the Regular PEDC Board Meeting and Public Hearing held on January 6, 1997. Motion Passed: 6 to 0 M. Board Member Reports - Board Member Bill Berger commented on how well the PEDC Strategic Planning Session held on January 11, 1997. Mr. Berger said he looked forward to another Planning Session the following year. IV. Executive Director and Staff Reports - Executive Director Glen Erwin introduced the new Financial Director, Mr. David Castillo and Ms. Janet Eastburn, Chief Accountant to the board stating that the two would be working closely together regarding PEDC's financial matters. Other items in Mr. Erwin's report included a correction regarding sponsorship of the scheduled Old Town Site Revitalization Bus Trip, the TEDC Conference on January 22, 1997 in Austin, Texas, a business trip to Dallas with John Bowman on January 28, 1997 to meet with site selectors, and a business meeting with Elizabeth Morris during his TEDC Conference trip in Austin. Ms. Billye Everett, President of the Pearland/Hobby Area Chamber of Commerce gave an update on The Brazoria County Partnership. Mr. Rick Witte with Mayor, Day, Caldwell & Keeton, L.L.P. and Mr. Frank Illdebrando of Rauscher Pierce Refsnes, Inc. presented an overview of the tentative schedule of events regarding the Sales Tax Revenue Bonds. V. NEW BUSINESS A. Excused absences - Board member Stella Roberts made the motion, seconded by Secretary Susan Lenamon to excuse Vice President Tricia Holland for her absence from the PEDC Board meeting of January 6, 1997 and to table taking action on board member Bob Lewis' absence until the next scheduled board meeting. Motion Passed: 6 to 0 2 B. Publication of Notice - Board member Stella Roberts made the motion, seconded by board member Connie Beaumont to pass a resolution of the Board of Directors of the Pearland Economic Development Corporation ("PEDC") authorizing publication of notice of a proposed project; authorizing the engagement of professionals and certain other actions in connection with the proposed issuance of its sales tax revenue bonds, Series 1997, in a principal amount not to exceed $5,000,000.00 pursuant to Article 5190.6, Texas Revised Civil Statutes, as amended, (the Development Corporation Act of 1979) for the acquisition, construction and improvement of certain public works; authorizing distribution of a preliminary official statement relating to such bonds; and authorizing certain other matters relating thereto. Motion Passed: 6 to 0 C. Statement approval: Board member Stella Roberts made the motion, seconded by Vice President Tricia Holland to approve the following statement: The PEDC, recognizing Pearland's native vegetation, historically significant landscape, and scenic green space as unique characteristics of the city that distinguish it as a premier economic development community, advocates the preservation and protection of these attributes through voluntary compliance, regulatory efforts, and other methods deemed necessary by the Pearland City Council. Motion Passed: 6 to 0 VI. ADJOURNMENT Board member Susan Lenamon made the motion, seconded by Board member Stella Roberts to adjourn the meeting. Motion Passed: 6 to 0 Time: 4:33 p.m. Nfinut?s a prove assubmitted nd/or corrected this a of A.D., 1997. Dennis Frauenberger, President ATTEST: Perla N. Lehman, Administrative Assistant TO ALL INTERESTED PERSONS AND PARTIES Notice is hereby given that the Board of Directors of the Pearland Economic Development Corporation (the "Corporation") proposes to do the following: 1 ) Undertake a project in the City of Pearland, Texas (the "City") to extend McHard Road from State Highway 35 (Main Street) to Mykawa Road via a new road and bridge over the existing railroad (the "Project"); and 2) Use a portion of the proceeds from the levy of the one-half of one percent sales and use tax, approved by the voters of the City on January 21 , 1995, for the benefit of the Corporation to pay the costs of the Project, both as authorized under article 5190.6, Section 4B (a-1), Texas Revised Civil Statutes, as amended. If, within 60 days after the publication of this notice, the City receives a petition from more than 10% of the registered voters of the City requesting that an election be held before the Project is developed or the proceeds of such sales and use tax are used to pay principal of and interest on bonds issued by the Corporation for such Project, then the City will not develop the Project or use the proceeds of the sales and use tax to pay bonds issued therefore unless and until approved at an election called and held by the City for such purpose. Petitions may be submitted to the City Secretary, City of Pearland, 3519 Liberty Drive, Pearland, Texas 77581 . Wendy S n orf Interim ity ecretary City of Pearland Posted this the 30 day of , 1997. Removed this the c "i' day of/7 , 1997. RESOLUTION A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION ("PEDC") AUTHORIZING PUBLICATION OF NOTICE OF A PROPOSED PROJECT; AUTHORIZ- ING THE ENGAGEMENT OF PROFESSIONALS AND CERTAIN OTHER ACTIONS IN CONNECTION WITH THE PROPOSED ISSUANCE OF ITS SALES TAX REVENUE BONDS, SERIES 1997, IN A PRINCIPAL AMOUNT NOT TO EXCEED $5,000,000.00 PURSUANT TO ARTICLE 5190.6, TEXAS REVISED CIVIL STATUTES, AS AMENDED, (THE DEVELOPMENT CORPORATION ACT OF 1979) FOR THE ACQUISITION, CONSTRUCTION AM) IMPROVEMENT OF CERTAIN PUBLIC WORKS; AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING TO SUCH BONDS; AND AUTHORIZING CERTAIN OTHER MATTERS RELATING THERETO. WHEREAS, the PEDC is authorized to undertake projects and to issue its sales tax revenue bonds to pay the costs of such projects, all as authorized by Article 5190.6, Texas Revised Civil Statutes, as amended, (The Development Corporation Act of 1979), (the "Act"); and WHEREAS, the PEDC has determined that it is in the best interests of the City and otherwise desirable to issue its sales tax revenue bonds in a principal amount not to exceed $5,000,000.00 styled "Pearland Economic Development Corporation Sales Tax Revenue Bonds, Series 1997" ("Bonds") for the acquisition, construction, and improvement of certain public works to be used for authorized needs and purposes; and WHEREAS, pursuant to the Act and in connection with the Bonds, the PEDC intends to publish notice (the "Notice") of its intent to extend McHard Road from SH 35 (Main Street) to Mykawa Road by constructing a new road and bridge over the existing railroad at said location (the "Project") in a newspaper of general circulation in the City; and WHEREAS, in connection with the Bonds, the PEDC proposes to engage certain professionals to assist the PEDC with the issuance of the Bonds; and 1 , WHEREAS, for purposes of providing for the sale of these Bonds, the PEDC intends to authorize the preparation of a Preliminary Official Statement to be used in the public offering of the Bonds; and WHEREAS, the PEDC has been presented with, and has examined, the proposed form of notice and finds that the form and substance thereof are satisfactory, and that the recitals and findings contained herein are true, correct, and complete; now, therefore, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION: Section 1. Preamble. The facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct. Section 2. Authorization of Notice. The PEDC Secretary or her designee is hereby authorized and directed to execute and deliver the notice set forth in Exhibit "A" hereto and to publish such notice on behalf of the PEDC in a newspaper of general circulation in the City in accordance with the Act. Section 3. Engagement of Professionals. The PEDC hereby approves the engagement of Rauscher Pierce Refsnes, Inc. as financial advisors and Mayor, Day, Caldwell & Keeton, L.L.P. as bond counsel in connection with the issuance of the Bonds pursuant to agreements with said firms in substantially the form attached hereto as Exhibit "B" and authorizes the President, Secretary and other officers and agents of the PEDC to execute and deliver such agreements on behalf of the PEDC. Section 4. Authorization of Preliminary Official Statement. The PEDC hereby approves the preparation and distribution by the Financial Advisor of a preliminary official statement, to prospective purchasers of the Bonds, as the same may be completed, modified, or supplemented, with the approval of the PEDC Board or other authorized officers and agents of the PEDC. 2 Section 5. Authorization of Other Matters Relating Thereto. The President, Secretary, and other officers and agents of the PEDC are hereby authorized and directed to do any and all things necessary or desirable to carry out the provisions of this Resolution. Section 6. Effective Date. This Resolution shall take effect immediately upon passage. Section 7. Public Meeting. It is officially found, determined and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered at such meeting, including this Resolution, was given all as required by the Texas Government Code, Chapter 551, as amended. PASSED, APPROVED AND ADOPTED this J day of 4 A.D., 1997. NNIS . FRAUENBERG PRESIDENT ATTEST: till 1 gUSAN LENAMON SECRETARY APPRO AS TO FORM: t\AC A Y O ES McCULLOUGH CITY A ORNEY 3 Exhibit "A" TO ALL INTERESTED PERSONS AND PARTIES Notice is hereby given that the Board of Directors of the Pearland Economic Development Corporation (the "Corporation") proposes to do the following: 1 ) Undertake a project in the City of Pearland, Texas (the "City") to extend McHard Road from State Highway 35 (Main Street) to Mykawa Road via a new road and bridge over the existing railroad (the "Project"); and 2) Use a portion of the proceeds from the levy of the one-half of one percent sales and use tax, approved by the voters of the City on January 21 , 1995, for the benefit of the Corporation to pay the costs of the Project, both as authorized under article 5190.6, Section 4B (a-1 ), Texas Revised Civil Statutes, as amended. If, within 60 days after the publication of this notice, the City receives a petition from more than 10% of the registered voters of the City requesting that an election be held before the Project is developed or the proceeds of such sales and use tax are used to pay principal of and interest on bonds issued by the Corporation for such Project, then the City will not develop the Project or use the proceeds of the sales and use tax to pay bonds issued therefore unless and until approved at an election called and held by the City for such purpose. Petitions may be submitted to the City Secretary, City of Pearland, 3519 Liberty Drive, Pearland, Texas 77581 . Wendy Standorf Interim City Secretary City of Pearland Posted this the day of , 1997. Removed this the day of , 1997. ACCOUNT NO. PAGE BILLING DATE The Chronicle WEEKLY INVOICE 080762905 1 + 02/05/97 P.O. BOX 4439 HOUSTON, TX. 77210-4439 u~"""x n 84LINOPERIOD Flun•Pn,.oRewuMs Moreton CM• a 02/05/97 .LED TERMS OF PAYMENT COUNT CO �'lassI I I DUE UPON RECEIPT CITY OF PEARLANO 3 519 LIBERTY DR ACCOUNTS RECEIVABLE PHONE • PEARLANO TX 77581-5416 (7 10)220-778 1 PH: 485-2411 DATE REFERENCE DESCRIPTION SAUO DAYS RATE NUMBER DIMENSIONS UNITS RATE GROSS AMOUNT NET AMOUNT )2/05/97 INV:222956006 1745 LEGAL NOTICES 51X1C 1 51L 7.33 373.83 NED ADS:3025548 . TO ALL INTERESTED PERS SLS:630 BY:WENDY STANDORF 373.83 Code # 015-5000-5 SS- 0 7-00 For City of Pearland's Finance Dept. Use Only RECEIVED BY DA AUTHORIZED BY DATE __, • APPROVED41�— CHECK NUMBER _ DATE TOTAL NET AMOUNT DUE 373.83 LOOK TO THE CHRONICLE'S OUTDOORS SECTION FOR HELPFUL TIPS AND EXCITING REPORTS ON HUNTING, FISHING, BOATING AND RECREATIONAL SPORTS EVERY THURSDAY. OR, IF YOU NANT TO CAPTURE CUSTOMERS HITH A TASTE FOR THE OUTDOORS, PUT YOUR CLASSIFIED AD ON OUTDOOR'S SPECIAL BANNER PAGE. CALL MISS CLASSIFIED AT 224-6868. PLEASE DETACH AND RETURN THIS PORTION TO ENSURE PROPER CREDIT. The Chronicle HOUSTON'S PRIMARY ADVERTISING INVESTMENT 2.24_«g Flast•Pro•en•Results Houston chronicle 'LEASE CHECK HERE IF REMARKS ON BACK 41% 0 ;COUNT NUMBER ACCOUNT NAME 080762905 CITY OF PEARLAND MAKE CHECKS PAYABLE TO' _LING DATE TOTAL NET AMOUNT DUE AMOUNT PAID 02/05/97 373.83 HOUSTON CHRONICLE P.O. BOX 4439 HOUSTON, TX. 77210-4439 X 208076290500000000022295600600000373838 HPViLHHpp $gTTppNN RRQQ zz AV1 .HUFNY513[1LAI1UN STATE OF TEXAS: COUNTY OF HARRIS: Before me, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared: Rory Socco, who after being duly sworn, says that she is the SUPERVISOR - ACCOUNTS RECEIVABLE of the HOUSTON CHRONICLE, a daily newspaper published in Harris County, Texas, and that the publication, of which the annexed is a true copy, was published to wit: Date(s) ad published: 02/05/97 ad number: 3025548 customer: CITY OF PEARLAND • ` \,�: T \ TO ALL INTERESTED Rory Socco NonS ce IsSONS AND erebb hereby That the Supervisor-Accounts Receivable Board Development erMtC": poretlon(the"Corporation")pro- poses to do Me follow incr. 1)Undertake a proiect In the CIN Sworn and subscribed to before me, this the 6th ofthe Pe)rtonextendxMCHard Road from State Highway 35 (Main Street) to Mykawa bRroIdaxd via a new road and day of Febuary A.D. 1997 roed(ehe"Prolecover the t);en ra" 2)Use a portion of the proceeds from the levy of the one-half of one percent sales end use tax, approved by the voters of the City on January 21, 1995,for �r/� theas benefit o the under _. tion to pay the costs of the Protect, —— — both es authorised under artl- !! cle 5190.6, Section 1B (a-I), Texas Revised Civil Statutes, Notarypublic in and for the St a of Texas as amended. If,within 60 days after the publi- cation o1 this notice,the City re- ceives a petition from more than 10the City requestiing the registered an velects of be held before the Protect Is devel- oped or the proceeds of such sales ( and use tax are used to pay prin- cipal of end Interest on bonds Is- P ,-(,',a• • i 1,(+ i ';• sued by the Corporation for such Protect,then the City will not de- velop the Protect or use the pro- �� ceeds of the sales and use tax to pay bonds issued therefore unless .........-,.. ._ ,- and until approved at an election called end held by the City for such purpose. Petitions may be submitted to the City Secretary. City of Pearland, 3519 Liberty Drive,Peartend,Texas 77581. /s/Wendy Standorf Interim City Secretary City of Pearlend MAYOR, DAY, CALDWELL 8 KEETON, L.L.P 700 LOUISIANA, SUITE 1900 HOUSTON,TEXAS 77002-2778 (713)225-7000 100 CONGRESS AVENUE TELECOPIER(713)225-7047 sEXA 1500 RICK A.WITTE AMIN,TEXAS 78701-4042 PARTNER (512)320-9200 225-7165 TE LECOPI E R(5121 320-9292 February 3, 1997 Board of Directors Pearland Economic Development Corporation do City of Pearland, Texas P.O. Box 2068 Pearland, Texas 77588-2068 Re: Pearland Economic Development Corporation Sales Tax Revenue Bonds, Series 1997 Dear Directors: We are pleased to submit to you a proposed agreement for Mayor, Day, Caldwell & Keeton, L.L.P. ("MDC&K"), Houston, Texas to serve as Bond Counsel with respect to the authorization, issuance, sale and delivery of the captioned sales tax revenue bonds (the "Bonds"). When approved by you (the "Corporation"), this letter will become effective and will evidence an agreement between the Corporation and MDC&K. As Bond Counsel, we will prepare, or assist the appropriate Corporation officials and staff in the preparation of, all required legal proceedings and will perform certain other necessary legal work in connection with the Corporation's authorization, issuance, sale and delivery of the Bonds. Our services as Bond Counsel will include the following Basic Services, which we will carry out directly or in concert with Corporation officials and staff, as follows: (1) Preparation of the resolution authorizing the issuance of the Bonds (the "Resolution") and all other legal instruments which comprise the transcript of legal proceedings pertaining to the authorization, issuance, sale and delivery of the Bonds; (2) Attendance at meetings called by the appropriate Corporation officials and staff, to discuss the sizing, timing or sale of the Bonds; (3) Consultation with Corporation officials and staff and the Corporation's financial advisor to review information to be included in the offering documents for the Bonds, but only to the extent that such information describes the Bonds, the security therefor, its federal income tax status and our opinion; ! AIM Pearland Economic Development Corporation February 3, 1997 Page 2 (4) Preparation and submission of a transcript of legal proceedings pertaining to the issuance of the Bonds to the Attorney General of Texas to obtain an approving opinion and registration of the Bonds by the Comptroller of Public Accounts of Texas; (5) Supervision of the printing of the Bonds and the delivery thereof; (6) At the closing of the Bonds, delivery of an approving opinion, based on facts and law existing as of its date, generally to the effect that the Bonds have been duly issued, executed and delivered in accordance with the Constitution and laws of the State of Texas, that the Bonds constitute valid and legally binding obligations of the Corporation secured by a lien on and pledge of certain sales tax system revenues of the Corporation pledged to their payment in the Resolution (subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws in effect from time to time relating to or affecting the enforcement of rights of creditors of political subdivisions) and that, subject to certain restrictions, interest on the Bonds is excludable from the gross income of the owners thereof for federal income tax purposes under then existing law; provided that, after the closing, we do not undertake, unless specifically engaged by you to do so an Additional Service described below, to provide continuing advice concerning any actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal income tax purposes; and (7) Prior to and in connection with the closing of the Bonds, giving advice to the Corporation to enable appropriate officials to comply with the arbitrage requirements of the Internal Revenue Code of 1986 as they affect the Bonds, including yield restrictions and rebate requirements. In addition to the foregoing Basic Services, as Bond Counsel, we are prepared to undertake the following Additional Services, as directed by appropriate Corporation officials; (1) Disclosure work or similar services (other than the limited review of certain sections of the offering documents for the Bonds as described in paragraph (3) under Basic Services above) to assist the Corporation or its financial advisor in the preparation of such offering documents, on such basis and to such extent as shall be directed by the appropriate Corporation officials and staff; (2) Attendance at rating agency presentations, investor meetings or other presentations relating to the marketing of the Bonds and consultation with Corporation officials, staff and advisors to develop such presentations; (3) Preparation of "Blue Sky" surveys or securities registration services; w .M Pearland Economic Development Corporation February 3, 1997 Page 3 (4) Any other special services not ordinarily required in connection with the issuance of obligations of the nature of the Bonds, including services rendered in connection with special federal income tax issues, unusual issues arising in connection with the Corporation's financial reports or audits, any documentation or related services for credit or liquidity facilities or enhancements or other special structuring techniques or devices to be employed in connection with the issuance of the Bonds; and (5) After the closing of the Bonds, providing assistance to the Corporation concerning questions and issues that may arise prior to the maturity of the Bonds. For the Basic Services performed for the Bonds, MDC&K will be paid a fee of$10,500. Such fee shall be paid from the proceeds of the sale of the Bonds or from other funds, as the Corporation deems appropriate. Except as otherwise provided below, payment of the fee shall be made after the issuance and delivery of the Bonds and within thirty (30) days after receipt by the Corporation of an approved invoice therefor. The fee for any Additional Services provided by MDC&K will be determined on an hourly rate basis, using rates customarily charged by MDC&K to other clients for the same or similar services and taking into consideration the time consumed in providing the services, the level of expertise and ability of the attorneys performing the services and the difficulty and complexity of the tasks involved. The total fee for Additional Services prior to and in connection with the closing of the Bonds (other than fees for special services as described in paragraph (4) above under Additional Services) will not exceed such amount as is agreed to in writing by the Corporation. MDC&K will be reimbursed for its reasonable and actual out-of-pocket expenses, such as the cost of reproduction of documents, out-of-town travel, long-distance telephone, telecopy and similar expenses, deliveries, filing fees and all items paid for by MDC&K on behalf of the Corporation, incurred in connection with the performance of any services hereunder. All of such expenses will be reasonable. Nothing herein shall be construed as creating any personal liability on the part of any officer of the Corporation, and this agreement may be terminated by the Corporation by giving 30 days' written notice. Pearland Economic Development Corporation February 3, 1997 Page 4 If this proposed agreement for the services of MDC&K as Bond Counsel is satisfactory, please evidence your acceptance and approval by executing three copies in the space provided below. Very truly yours, Rick A. Witte APPROVED: óir- •.s man, P- . land Economic. a evelopment Corporation ATTEST: Secretary, Pearland Economic Development Corporation 0350873.01 029703/1040