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Published by smcdowell, 2019-09-23 13:00:17

September Board Meeting Documents

September Board Meeting Documents

PASADENA ECONOMIC DEVELOPMENT CORPORATION
1149 Ellsworth Drive
Pasadena, TX 77506

PASADENA ECONOMIC DEVELOPMENT CORPORATION
NOTICE

TAKE NOTICE that the Board of Directors (“the Board”) of the Pasadena Economic
Development Corporation will hold a Pre-Board meeting at 3:00 p.m. and a Board meeting
immediately following the Pre-Board Meeting, in the Pre-Council Conference Room, 1149
Ellsworth Drive, Pasadena, Texas, on Thursday, September 26, 2019. At such meeting, the
Board will consider the following matters:

BOARD MEETING AGENDA

1. Call to order.

2. Invocation.

3. Pledges of Allegiance.

4. Consideration of approval of minutes from the meeting held on August 22, 2019.

5. Public Comments.

6. Project Status Update from Robin Green, Director of Public Works.

7. Report by Executive Director.

8. Board Actions – Resolutions.

a. Consideration to authorize Staff to negotiate and execute a contract with
Freese and Nichols, Inc. in the amount of $90,000.00 for landscape
architectural services for the design of Gateway Monument Signs. (CIP #S074)

b. Consideration to authorize Staff to negotiate and execute a Letter of
Engagement with Masterson Advisors LLC.

9. Comments by Board Members.

10. Executive Session.

a. Convene in executive session pursuant to Section 551.087, Texas Government
Code to deliberate regarding economic development negotiations for Business
Attraction/Retention Projects.

PEDC Meeting Agenda: 9/26/2019 1 of 2

b. Convene in executive session pursuant to Section 551.072, Texas Government
Code to deliberate the purchase, exchange, lease or value of real property –
Project #1902.

11. Reconvene Into Regular Session.
The Board will reconvene into Regular Session, pursuant to the provisions of
Chapter 551 of the Texas Government Code, to take any action necessary
regarding:

a. Deliberation regarding economic development negotiations for Business
Attraction/Retention Projects.

b. Deliberation regarding real property – Project #1902.

12. Adjournment.

PEDC Meeting Agenda: 9/26/2019 2 of 2

PASADENA ECONOMIC DEVELOPMENT CORPORATION

Pre-Board Meeting

Conducted in the Pre-Council Conference Room at City Hall

August 22, 2019, 3:00 p.m.

Minutes

Members present: Members Absent:
Steve Cote, President
Rick Lord, Vice President
Emilio Carmona, Secretary
Marilyn Wilkins, Treasurer
Ernesto Paredes
Salvador Serrano, Jr.
Steve Phelps

Others Present:
Jeff Moore, Brown & Hofmeister, LLP (via conference call)
Rick Guerrero, Pasadena EDC Manager
Suzette McDowell, Pasadena EDC Marketing Manager
Robin Green, Public Works Director
Karina Tomlinson, PEDC Assistant Secretary
John Karras, TIP Strategies

Call to Order
The Pre-Board meeting for the August 22, 2019 Pasadena Economic Development Corporation
was called to order at 3:00 p.m. by President, Steve Cote.

7a) Consideration to authorize Staff to negotiated and execute a contract with Clark
Condon for Richey Street Phase II (Southmore Ave. to S. Houston Rd.) in an amount
of $26,600.00.
 Steve Cote asked Robin Green if he thought this was a fair price to which Robin
answered that he wasn’t involved in this project, but in his opinion it was a
reasonable number. Steve then asked Deanna Schmidt (Planning Director) if this
seemed like a fair price and if she was involved in the process. Deanna
responded that she thinks it’s a good project as a continuation to the Richey St.
projects already underway. This will give us a chance to look at how to extend
some of that and do some traffic improvements. Steve pointed out that this is
South of Southmore where all the shops are. The emphasis is to understand
mobility, help with pedestrian walkways, a little bit more landscaping, trees to
continue to service and support the retail that is in the area. Marilyn Wilkins

PEDC Meeting Minutes: 8/22/2019 1 of 8

pointed out that there is no curbing there so cars shoot out and it’s a little scary
to navigate sometimes.
 Chris Gentile added comments about the project when he arrived at the
meeting. He stated they will be working on making this corridor unique and
making a community asset out of that stretch. Their approach will be similar to
the one for Pasadena Blvd. project and that the community around there will
form what happens.
b) Consideration to authorize Staff to negotiate and execute a Professional Services
Agreement with HR Green, Inc. for Design of the Bay Area Industrial Park
Wastewater Lift Station and Forcemain Improvements as part of Utility
Development Project (CIP M018) in the amount of $224,350.00.
 Robin Green stated this is about half the price of the total cost and reiterated
that Nestle waters wants to double their capacity. This is the first step which is
design and feasibility report.

8) Presentation by John Karras, TIP Strategies
 Steve stated it’s been a year since the Strategic Plan was implemented and that
John will be providing us with a “scorecard.”

10) Executive Session
 Steve stated there would be no Executive Session at this meeting.

Pre-Board meeting Adjourned at 3:06 pm.

PEDC Meeting Minutes: 8/22/2019 2 of 8

PASADENA ECONOMIC DEVELOPMENT CORPORATION
Board Meeting

Conducted in the Pre-Council Conference Room at City Hall
August 22, 2019, 3:06 p.m.
Minutes

Agenda Item One: Call to order, roll call.
The Board meeting on August 22, 2019 for Pasadena Economic Development Corporation was
called to order at 3:06 pm by President, Steve Cote.

Agenda Item Two: Invocation.
Invocation given by Olivia Rivers, The Bridge Over Troubled Waters.

Agenda Item Three: Pledge of Allegiance.
Pledges led by IMPACT Pasadena Participants.

Agenda Item Four: Approval of Minutes
Board President, Steve Cote called for a motion to approve the minutes from the meeting held
on July 25, 2019. Ernesto Paredes moved to approve the minutes seconded by Emilio Carmona,
MOTION CARRIED UNANIMOUS.

Agenda Item Five: Public Comments
No comments made by those in attendance.

Agenda Item Six: Project Status Update from Robin Green, Director of Public Works
Nothing has really changed since last month other than the paving is complete on Richey from
Southmore to Jackson. Marilyn Wilkins thanked Robin and added that she drove on it yesterday
and it was beautiful. For Pasadena Blvd., they are waiting for Harris County. They are waiting for
pre-construction on Shaw St. and that’s about it.

Agenda Item Seven: Board Action – Resolutions.
a. PEDC RESOLUTION 19-027 – Consideration to authorize Staff to negotiate and
execute a contract with Clark Condon for Richey Street Phase II (Southmore Ave. to
S. Houston Rd.) in an amount of $26,600.00.

Emilio Carmona made a motion to authorize Staff to negotiate and execute a
contract with Clark Condon, subject to legal review and comment, seconded by
Marilyn Wilkins that PEDC Resolution 19-027 be passed, approved and adopted.
MOTION CARRIED UNANIMOUS.

b. PEDC RESOLUTION 19-028 – Consideration to authorize Staff to negotiate and
execute a Professional Services Agreement with HR Green, Inc. for Design of the Bay

PEDC Meeting Minutes: 8/22/2019 3 of 8

Area Industrial Park Wastewater Lift Station and Forcemain Improvements as part of
Utility Development Project (CIP M018) in the amount of $224,350.00.

Steve Phelps made a motion to authorize Staff to negotiate and execute a
Professional Services Agreement with HR Green, Inc., subject to legal review and
comment, seconded by Rick Lord that PEDC Resolution 19-028 be passed, approved
and adopted. MOTION CARRIED UNANIMOUS.
 Robin Green stated he wanted to clarify that he is not related to anyone at HR

Green.

Agenda Item Eight: Presentation – John Karras, TIP Strategies
Pasadena Economic Development Strategic Plan Annual Scorecard: Stated it’s only been a year
since the plan was adopted with many things happening in year one. This was set out to be a 5-
year plan with a longer-term strategy. Wanted to remind everybody how we got to the
Strategic Plan, what was involved in the analysis we put together, but also the thinking behind
it. The process began in 2017 when Pasadena Second Century decided we needed to have a
plan to guide us in to the next phase of Pasadena’s economic future. We kicked off the process
at the end of 2017/beginning of 2018. Spent the better part of 2018 doing analysis and looking
at how Pasadena stacks up against other cities in the Houston region. We looked at your
industries, workforce, had many interviews with employers, real estate developers, local small
businesses. We even had several meetings with Hispanic owned businesses in Spanish, which
was a great way to tap into some of the needs and challenges facing different segments of the
community. Ultimately, the plan was adopted by the Economic Development Corporation, but
we also got really strong buy in by the City and other partners. We met with every Council
Member to hear their concerns and their hopes for economic development in Pasadena. When
we completed the project, we said we would come back after a year to measure the progress.
What we did is reviewed some of the trends affecting Pasadena and took a hard look at the
strategies that we recommended in each of the goals. We’ll go through each goal areas and
talk about what has happened and what are the next steps that need to take place. So there
were 6 categories, improving the imaging and marketing had a lot to do with that; business
development which is the core economic development, recruitment, retention, expansion of
existing companies. The team has been spending a lot of time with that and has had success
with it. Workforce does not always rise to the top of an economic development plan, but that
is a tremendous issue facing just about every company and you’ve got one of the best solutions
to the workforce challenges in the region right here in your backyard with San Jacinto College
as well as Pasadena ISD. And then really focusing on what are the big Catalyst Projects, the two
big ones being what happens at the Macroplaza Mall and what happens at the Convention
Center, but also a lot of the corridor work. It’s exciting to hear the work that Clark Condon is
going to be helping with advancing some of your key corridors. Goal 5 is tourism and retail and
while it’s a tremendous opportunity the retail growth you’ve had in the last couple of years we
want to encourage you to look at it as a one-time shot and we’ll talk more about the retail
trends and e-commerce going on around the country. Don’t count on more and more retail
sales growth from here on out. Take advantage of the retail growth you’ve seen in the last
couple of years and use that to make investments into diversifying and growing your future
economy in Pasadena. Those are the 5 core goals that the EDC is the lead organization on.
Goal 6 was support structures, things that the City, the Chamber or other partners would be

PEDC Meeting Minutes: 8/22/2019 4 of 8

taking the lead on. The outcomes are trying to enhance the income levels, bring in new
investment jobs, as well as educational attainment, trying to upskill and uptraining the existing
workforce in Pasadena. It was really important to hear what the community told us. And the
community being city leadership, employers and residents themselves and then looking at the
data. Also what our experiences guided us to and what has worked in other places around the
Houston area, Texas, and other parts of the country. So we’ll talk about some of those things
you have been doing and some other things we think you need to be taking the next steps on.
The next section I wanted to quickly talk through some of the trends affecting the region and
the country that impact what you can do in Pasadena. Just a reminder that you sit in the fastest
growing county from a population standpoint in the country. And you’re ranked third in job
growth in the country, Harris County. Looking at the cities that are in the Houston area you are
still the largest other than Houston, but the slowest growing of those so more and more as you
move into the future you’re going to be talking about redevelopment. Redevelopment is the
future of Pasadena if you want to attract more people and companies. Next let’s talk about
retail. The last couple of years have been scary in the retail sector with mall closings and big
box stores really struggling. As it turns out there has been more retail store closings announced
nationwide this year so far through July than there were all of last year. That’s a trend that we
want to keep in mind. Pasadena has been playing catch up with the growth on the Beltway
corridor with some of the new retail and restaurants which has been great for the EDC and the
community with more jobs and investment, but that’s not the kind of future trend to count on.
It’s time to make investments just like the Houston region did after the 80’s oil bust. You have
an opportunity and a lot of resources to take advantage of and make investments. Another
trend we’re paying close attention to is Pasadena is the epicenter of the Petrochemical
industry. Chris Tomlinson of the Houston Chronicle wrote an article about looking 5 years
down the road at the petrochemical industry and that there are real headwinds and some of
that has to do with environmental pushback and regulations around plastics. This is an industry
that you count on dearly for jobs and your tax base. There’s still going to be growth over the
next couple of years, but it’s something you can no longer count on long term as providing
more growth for the community. Again back to the need for diversifying, but also making sure
that this industry has the workforce and the support it needs to stay as strong as possible here
locally. The next trend is something that came out of the legislature which is affecting every
city and county around the state of Texas which is the municipal revenue caps. These are going
to limit the ability to increase your property tax base from year to year. Some analysis from
Moody’s says this is really going to hurt local government in their ability to deliver which makes
it all the more important that the EDC helps lead Pasadena in where the investments the
community needs to be more of a thriving economy down the road. Enough of the doom and
gloom. The next trend we’ve been paying attention to is that more and more people are
working in a flexible working arrangement. This is especially in tech companies and
professional jobs. It’s a more flexible workforce and there are more companies providing more
flexible work schedules to attract and retain talent. More people are working remotely some of
the time rather than all of the time. It’s impacting how real estate development happens so
there’s more co-working spaces popping up. Looking at the numbers this speaks to an
opportunity for Pasadena. It also speaks to the fact that if people have the choice to live and
work anywhere they are flocking to places like Austin and choosing to move away from or not
locate to places like Jackson, MS where there are far fewer people working remotely. So, this is
something that really speaks to the quality of a place and community development investments

PEDC Meeting Minutes: 8/22/2019 5 of 8

that you’ll need to be making as a city to attract and retain the workers not just the companies.
Looking at the Strategic Plan Goal 1 is Marketing & Image. This was about raising the profile of
Pasadena locally and in the Houston area. Everything from marketing campaigns to marketing
materials as well as the civic leadership component of that. Some of the things that have
happened over the last year include the new EDC website, the new communitywide marketing
campaign, increased social media awareness, more engagement with regional partners,
increased participation in regional real estate events as well as the launch of the Chamber’s
IMPACT Pasadena leadership program. That has been a tremendous way to engage the leaders
in the community. Next recommended steps are to meet with commercial brokers doing
business in Pasadena at Houston area broker events, construction for improvements on Richey
St. and Pasadena Blvd. in 2020 as well as gateway enhancements planned along with signage
enhancements. Some of these you are already working on, but there’s still room for enhancing
the physical image of the community along key areas. The next goal was Business
Development, to elevate Pasadena’s business retention, expansion, and recruitment activities.
There are a lot of great things that you’ve done that include launching of a business visitation
program, facilitating business recruitment and expansion projects that created more than $2
Billion of capital investment and 1,600 new jobs. You’ve invested in memberships to cultivate
developer/broker relationships. The H+M Industrial story is a good one because they could
have gone to the Woodlands, but are staying here instead. There is also a new emphasis on
international recruitment. Next steps include the creation of a Pasadena Medical District with
public infrastructure enhancements with the creation of a TIRZ that would provide new
resources. The City is creating an online permitting system, which will go a long way to make
the business expansion process more development friendly. Another big opportunity is travel
to meet with foreign-owned company Headquarter leadership. Enhancing the research
capacity is also important to help support business development. Goal 3 is workforce and it has
to do with leveraging the school district and San Jacinto College, but also stronger engagement
with the University of Houston-Clear Lake. You’ve made progress working with educational
institutions trying to address the needs of the employer’s you have in the community as well as
working with some of the non-profits too. This is one where the EDC will not be leading the
way, but supporting what is already happening with your workforce and education partners.
Once the world class petrochemical training center opens you definitely want to market it a lot
because it will be a national model. Next is Goal 4 – Catalyst Projects which focused on new
growth areas and redevelopment sites to create new centers of economic activity. What
happens with the mall and what happens with the City owned convention center? This is one
where you’ve made some tremendous progress. As I turned left to go down Southmore I
thought where am I since the bank building is gone, and although it was an emotional decision
it sets the stage for building something new in this core part of Pasadena. The planning effort
for the convention center district is another accomplishment as well as the corridor work on
Pasadena Blvd. The preliminary project plan and reinvestment zone financing plan for two TIRZ
districts were a big achievement even if you have not gone all the way. The number 1 next step
as a community is to set up those districts. The hiring of a redevelopment manger to lead
redevelopment efforts is another achievement. Next steps are to creat a TIRZ district of which
#1 is the more urgent priority. A livable centers study for Historic Pasadena. Being able to
position the properties around City Hall for future development is another ongoing process.
And continue to invest in those key corridors. So looking at what other areas around you have
increment reinvestment zones (TIRZ) , a lot of the communities around you have at least 1. This

PEDC Meeting Minutes: 8/22/2019 6 of 8

is a tool that a lot of cities have used to bring the right kind of investment to specific areas of a
community. Goal 5 is tourism and retail and you have seen a lot of growth in retail, restaurants,
and hotels along the Beltway 8 corridor. There are negotiations are underway with the
convention center property and you have offered incentives for public infrastructure for a new
grocery store in an under-served neighborhood. This is one where we talked about the
potential to create a Convention Visitors Bureau regardless of what happens with the
convention center. Another thing that came up was the ability to sell alcohol. That helps to
create a quality of place that helps companies attract talent. Create a corridor improvement
plan for public infrastructure along Red Bluff Rd. to open up new commercial development
areas. Goal 6 is support structures for economic development and the City is responsible for.
Achievements for you are the Business Enhancement Program launching to provide matching
grants and collaboration between EDC, City, Chamber and regional partners on key issues.
Some of the next steps we’ve discussed are the TIRZ, livable centers study, corridor plan and
another item we’ve discussed is the Citywide Strategic Plan to guide important city
development code changes and improve the development process. Our recommendations are
to move forward with TIRZ #1 this year, look for opportunities to leverage FEMA disaster
recover funds to support economic development, aggressively market and promote SJC’s new
Petrochemical, Energy, and Technology center, and finally prioritize the EDC and City’s efforts
to make Pasadena a redevelopment-friendly city and a more appealing place to live. Emilio
Carmona asked what “wraparound” services was in reference to and John clarified that this is
part of the workforce development that refers to some type of other assistance such as child
care or transportation. Marilyn Wilkins pointed out that she was not aware of the FEMA funds
that the City is receiving to which Robin provided details about the lowering of the streets and
the areas that are going to be receiving the funds for this work to be conducted. Steve Cote
added that from a branding standpoint the message has been consistent. The leadership
development with the chamber has been a big deal. Business development we’ve done a lot
with online tools. They can go online and answer 80% of the questions with the tools we have
available. The TIRZ is something on the catalyst projects for this area. We have a mall owner
who needs help, a hospital district with big plans. If you map a TIRZ around the hospital
pockets of land, the mall area and trail all the way to Shaw along with the Livable Centers Study
I think we’re prime for a fantastic redevelopment of North Pasadena. If you tie in the Citywide
Strategic Plan I think it’s a very good opportunity. My biggest concern is that retail. There are
still a lot of opportunities for us to do and I commend everyone involved with the Strategic
Plan, it’s keeping us on track and keeping us in our lane. We hope to continue to have success
with it.

Agenda Item Nine: Comments by Board Members.
No comments made by Board Members.

Agenda Item Ten: Executive Session – CANCELLED

Convene in executive session pursuant to Section 551.087, Texas Government Code to deliberate
regarding economic development negotiations for Business Attraction/Retention Projects.

Agenda Item Eleven: Reconvene into Regular Session

PEDC Meeting Minutes: 8/22/2019 7 of 8

The Board will reconvene into Regular Session, pursuant to the provisions of Chapter 551 of the
Texas Government Code, to take any action necessary regarding:

a. Deliberation regarding economic development negotiations for Business
Attraction/Retention Projects.

Agenda Item Twelve: Adjournment.
President, Steve Cote called for a motion to adjourn the August 22, 2019 meeting at 3:57 pm.
Ernesto Paredes moved, seconded by Marilyn Wilkins. MOTION CARRIED UNANIMOUS.

PEDC Meeting Minutes: 8/22/2019 8 of 8

Pasadena EDC Activity Report

Date Activity Purpose

Staff attended the PCAC Meeting in Staff attended the PCAC meeting to hear from local plant managers
8/22/2019 Pasadena talk about safety incidents within the last 30 days. They also talk about
upcoming plan maintenance events and how it will affect our
Staff met with the City's Purchasing community.
8/22/2019 Department
Staff met with the City's Purchasing department to review the Strategic
Plan RFQ.

Staff attended the Houston Business Staff attended the Most Admired CEO's Awards Luncheon hosted by the
Journal's Most Admired CEO Awards Houston Business Journal in support of Pasadena's own Jeanna Bamburg,
8/22/2019 Luncheon HCA Healthcare Houston Southeast CEO who was one of the honorees.
Staff attended the panel discussion led by the Economic Development
Staff attended GHP's Gulf Coast and Tourism Division of the Governor's Office to receive an overview of
8/23/2019 Community Outreach Meeting the team's structure, lead generation/distribution process, and State
incentive programs.
8/26/2019 Staff met with Macro plaza Mall
Staff met with Macro plaza Mall ownership and staff to get an update
Staff attended Texas Economic on the redevelopment progress.
Development Corporation Governor's
8/26/2019 Reception Staff attended the lunch reception to hear Governor Greg Abbott talk
about economic development projects within the state of Texas. Staff
had the opportunity to network with fellow EDC staff members from
neighboring municipalities.

Staff attended ULI Houston - Leadership Staff received updates on the 86th Texas Legislature's impact on real
8/27/2019 Luncheon estate development from a panel of Texas House of Representatives.

8/27/2019 Staff met with Home2Suites EDC Staff met with Lauren Sistek and Marco Rodrigues with Home2 Suites
on the availability of approximately 5 acres fronting Beltway 8 feeder
road. They are looking at a possible event center to fill the demand for
meeting space in Pasadena.

EDC and City Staff met with Macro plaza EDC and City Staff met with Jacob Clark, Julio Penaranda of Marco
8/28/2019 Mall architect Plaza Mall and David Hidalgo, Architect. John Quinlan hired David
Hidalgo to help him with the exterior and interior architectural design of
the mall.

EDC Staff met with regional ED professionals to discuss current projects in

Staff attended the Economic Development the area. The need for a skilled workforce is vital to our region with all

8/28/2019 Task Force Meeting the growth in expansions and new projects being built.

8/29/2019 Staff met with Clark Condon Staff met with Clark Condon to review the final Pasadena Blvd.
Enhancements Master Plan.
8/30/2019 Staff met with NRC Consultants
9/5/2019 Staff met with Clark Condon Staff met with Vincent A. Marquez of NRC Consultants and Chen Wang,
P.E. of CE Consultants on a proposed senior assisted living project on
Queens St. Both Vincent and Chen had concerns of our current city
ordinances that effected their project.

Staff met with Clark Condon and several City Staff to review the Richey
Street Phase II project.

9/5/2019 Staff met with National Tanks Staff met with National Tanks to listen to construction challenges with
their project.
9/10/19-
9/13/19 Staff attended I.CON East 2019 Staff attended I.CON East to learn about the most recent trends in
ecommerce needs across the country. As ecommerce competitors look
9/17/2019 Staff attended State of the Port for way to deliver their product to the consumers the most efficient and
expeditious ways, they are looking to put facilities where their consumer
9/18/19- Staff and Board Members attended Gulf base is located.
9/19/19 Coast Industry Forum
9/18/2019 Staff attended State of the College Staff attended the event hosted by BAHEP to hear about the system's
9/18/19- performance, future growth opportunities and capital investment plans
9/21/19 Staff attended the 2019 ULI Fall Meeting of the nation's largest port in foreign tonnage.

Staff and Board Members attended the Gulf Coast Industry Forum
hosted by Economic Alliance to hear from speakers in manufacturing,
logistics and from state leadership regarding the Gulf Coast Energy
sector.

Staff attended SJC's State of the College and grand opening of the
Center for Petrochemical, Energy & Technology.

Staff attended the ULI Fall Meeting to hear from real estate professionals,
build professional relationships with partners and clients and hear from
visionaries who have created groundbreaking projects.

TO: Board of Directors

FROM: Carlos Guzman
DATE: September 23, 2019
SUBJECT: Freese and Nichols, Inc.: Monument Signs

SUMMARY: As the EDC continues to implement the Strategic Plan, Staff is requesting approval
of a contract with Freese and Nichols, Inc. (FNI) to create a network of gateway monument
signs throughout Pasadena. Staff is recommending Freese and Nichols, Inc., as the proposed
project manager was responsible for the monument sign on Fairmont and has significant
amount of experience on these types of projects.

The proposed scope of work has two components to start the process of having a network of
monument signs. The primary focus will encompass getting a monument to replace/enhance
the existing gateway monument located near Richey and SH 225. FNI will be responsible for
the geo-technical work, facilitation of permitting from TXDOT and other necessary steps to
expedite an improved monument sign at this location. The second component is for FNI to
identify up to 4 additional locations throughout the City for other monument signs. Upon
completion of this component, FNI will have identified locations city wide and Staff will be able
to allocate additional resources to fully implement this recommendation from the Strategic
Plan.

STRATEGIC PLAN JUSTIFICATION: Section 1.4.1– Focus gateway enhancements efforts on
major entry points into Pasadena, such as the arterial
CURRENT ACTION: streets that intersect with SH 225 on/off ramps and major
entrances into the City from Beltway 8.
PRIOR ACTION:
BUDGET FUNDING: Authorize Staff to negotiate and execute a contract with
ATTACHMENTS: Freese and Nichols, Inc. in the amount of $90,000.00 for
landscape architectural services for the design of
Gateway Monument Signs. (CIP #S074)

N/A

EDCS074-7998

1 – Scope of Work

10497 Town and Country Way, Suite 500 + Houston, Texas 77024 + 713-600-6800 + FAX 817-735-7491 www.freese.com

September 17, 2019

SCOPE OF SERVICES
LANDSCAPE ARCHITECTURAL DESIGN SERVICES
PASADENA NORTHSIDE GATEWAY
PASADENA, TX

The following is summary of Professional Landscape Architectural Design Services that will be provided
by Freese and Nichols (FNI) to the City of Pasadena/Pasadena EDC (Client) for the Northside Gateway
Project.

Project Understanding

The City of Pasadena is interested in developing a gateway monument on the north side of the City to
compliment the recently completed gateway project on Fairmont Parkway. Additional monuments may
be considered for elsewhere in the City as well. The preferred location of the project is the same
general location as the existing ‘Welcome to Pasadena’ sign on the south side of the East bound lanes of
SH 255. This area falls within TxDOT Right of Way and must comply with the standards governing
projects of this type. TxDOT review and approval will be required for this project.

This scope of work includes producing construction drawings, assisting with bidding and negotiation,
TxDOT coordination and construction observation services.

Scope and Fees
TASK 1 – Pre Project Services

• Site Visit – attend one (1) site visit to review existing conditions. Develop a list of field
observations with known observable constraints. Develop a narrative and recommendation
for a preferred site selection.

• TxDOT Coordination – request permit from TxDOT for geotechnical boring and survey work.
• Kick Off Meeting – conduct one (1) kick off meeting with Client and TxDOT to discuss project

schedule, confirm scope of design and other project related issues before commencing
construction drawings.
• Survey – perform site, boundary and topo survey of the selected site area.
• Geo-technical Investigation – perform one (1) boring at the project site and provide geo-
technical report for use by the structural engineer for foundation design.

TASK 1A – Alternate Site Selection

• Meet with Client to obtain a general idea where additional gateways or monuments are
desired to be sited.

• Create a map or exhibit for up to four (4) locations around the City. These exhibits will show
a composite of information including ownership, sight distances, surrounding context and
size.

• Based on the initial review of each of the four (4) candidate sites, travel to each site to
review existing on the ground conditions and document.

• Provide Owner with a Narrative and photographs of each of the four (4) preferred locations.
The narrative will include an analysis of pros and cons for each site to help the Client make
an informed decision on which project to pursue next.

TASK 2 – Construction Drawings

• 50%, 90% and 100% Construction Drawings – Construction Document Package will utilize
TxDOT standard sheets and details where necessary and will include the following:
• Survey
• Demolition Plan
• Traffic Control Plan
• Civil Site Plan
• Planting Plan
• Irrigation Plan
• Architectural Sections, Elevations and Details
• Structural Sections, Elevations and Details
• Electrical Site Plan, one line riser diagrams and lighting fixture schedule
• Summary of Quantities and Cost Estimate
• Geotechnical Report

• TxDOT Review – FNI will submit Preliminary drawings (50% complete drawings) to TxDOT for
initial review and comment. FNI will submit Final Drawings (100% complete drawings) to
TxDOT. These drawings will be used as exhibits in the eventual agreement that will be required
between the City and TxDOT for this project.

• Client Review – FNI will submit drawings to the Client at 50%, 90% and 100% levels of
completeness.

• Signed and Sealed Drawings – FNI will revise the plans, sections, and details from the reviewed
Construction Drawing submittals. Revised plans will be signed, sealed and ready for issuance for
public bid by City of Pasadena.

TASK 3 – Bidding

Freese and Nichols will provide the following bid phase services for the proposed gateway:
• Prepare project contract documents and compile the necessary items which will be included in
the bid advertisement.
• Assist City of Pasadena in bid advertisement coordination.
• Attend one (1) pre-bid meeting with potential bidders, Client, and TxDOT representatives
• Issue Addenda regarding bidders request for information during the bid period.
• Attend one (1) bid opening, review bids for completeness and issue bid tabulation and
recommendation letter to Client.

TASK 4 – Construction Administration

Freese and Nichols will provide the following construction phase services for the proposed gateway:
• Attend one (1) pre-construction meeting with Client, TxDOT, and Contractor and appropriate
members of the design team.
• Review, comment on, and approve contractor submittals. Coordinate with appropriate
members of the design team for submittal review of their portion of the work.
• Review, comment on, and approve contractor supplied shop drawings. Coordinate with
appropriate members of the design team for review of their portion of the work.
• Respond to contractor’s request for additional information and issue architect’s supplemental
instruction as necessary. Coordinate with appropriate members of the design team for
responses to contractor’s questions.
• Coordinate with sub-consultants to perform periodic site visits to review portions of the work
relating to their discipline.
• Review and Approve Contractor’s monthly Pay Applications
• Attend up to five (5) periodic site observation visits to document work performed. Issue field
reports to the Owner as required Attend one (1) substantial completion site visit to develop
punch list for deficient items that require corrective action.

LABOR FEE

Freese and Nichols will bill Client monthly for services performed the previous month.

Freese and Nichols Rates Total

Task 1 – Pre Project-Services $3,500.00
Task 1A – Alternate Site Selection $6,200.00
Task 2 – Construction Documents $15,500.00
Task 3 – Bid/Negotiation $4,200.00
Task 4 – Construction Administration $6,500.00
Reimbursable Expenses $1,500.00

Sub Total $37,400.00

Sub Consultant Fees Total

Midtown Engineers, LLC (Civil and Traffic Control) $12,650.00

Paul Engineering (Structural and geo-technical) $11,500.00
Jordan & Skala Engineers (Electrical and Lighting) $8,625.00
Sweeney & Associates (Irrigation) $4,025.00
Total Surveyors Inc (Survey) $7,475.00

Sub Total $44,275.00

*All subconsultant invoices will be billed at cost plus a 15% multiplier.

Project Budget Summary Total

Freese and Nichols (Prime Consultant) $37,400.00
Sub Consultants $44,275.00

Total $81,675.00

REIMBURSABLE EXPENSES
Reimbursable expenses are not included in the labor fee amount and are to include vehicle mileage (at
current IRS rate), tolls, printing, professional reproduction, postage, courier and delivery services.
Expenses will be billed at a cost times 15% multiplier. Freese and Nichols will submit a request in writing
for additional funds to cover reimbursable expenses if stated budget is exceeded.

ADDITIONAL SERVICES
All services requested by the Client or required by any governmental agency not listed in the original
scope of work will be addressed under separate cover. Client will be provided a Task Authorization
outlining the additional service(s) and budget estimate to be included as an addendum to this contract.

ASSUMPTIONS AND EXCLUSIONS
• This project’s design parameters will be governed by the TxDOT ‘Gateway Monument Program
Guidelines’ manual.
• FNI and its consultant’s will use TxDOT 2014 Standard Specifications only as required.
• The Client will coordinate all regulatory approvals and maintenance agreements with TxDOT for
the construction of this project.
• FNI will work to maintain a reasonable project schedule but cannot anticipate the time required
for scheduled TxDOT review submissions.
• All permit fees shall be paid by the Contractor or the Client. On-Site, daily construction
administration/inspection services shall be provided by the City of Pasadena. Freese and
Nichols will be available to attend meetings as necessary, but these meetings will count toward
the total number of meetings included in this scope.
• Bid Advertisement will be paid and coordinated by City of Pasadena.
• No Accessibility Review is expected for this project.

[Project Number] T:/File Path

TO: Board of Directors

FROM: Carlos Guzman
DATE: September 23, 2019
SUBJECT: Masterson Advisors LLC

SUMMARY: One of the major recommendations from the Strategic Plan and the subsequent
one-year checkup from TIP Strategies was to create Tax Increment Reinvestment Zones (TIRZ) to
facilitate Redevelopment/Development. TIRZs are a key tool, used by multiple municipalities
around the State, to bring resources to develop/redevelop areas. In 2018, the Board authorized
an agreement with Hawes Hill to begin the process to create these zones in Pasadena.

Due to the complexity of the issue, the item was tabled in late 2018 but it is now ready to be
brought back for Council consideration. Hawes Hill is updating the Preliminary Project Plan,
required by State Law, which includes numerous financial models. Staff is requesting approval
of an Engagement Letter with Masterson Advisors LLC to serve as 3rd Party reviewer of Hawes
Hill’s Financial Models and to serve as an advisor to other City Staff and Elected Officials. Staff
expects to have a Council Workshop in October followed by Council consideration before the
end of the year. Masterson Advisors LLC can assist the City Controller and City Council with
any questions that may arise during the approval process.

STRATEGIC PLAN JUSTIFICATION: Section 6.3 – Evaluate the potential benefits of establishing
special districts using special using a range of tools to
CURRENT ACTION: encourage investments and redevelopment. These could
PRIOR ACTION: include TIRZ, management districts, shared parking
BUDGET FUNDING: agreements, and other tools.
ATTACHMENTS:
Authorize Staff to negotiate and execute a Letter of
Engagement with Masterson Advisors LLC.

The EDC Board of Directors approved an agreement with
Hawes Hill in April 2018 to study the creation of Tax
Increment Reinvestment Zones.

9949 -7107

1 – Draft Engagement Letter
2 – Statement of Qualifications
3 – Proposed Work Plan

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MUNICIPAL ADVISOR ENGAGEMENT LETTER

PASADENA ECONOMIC DEVELOPMENT CORPORATION

MASTERSON ADVISORS LLC (“Municipal Advisor”) appreciates the opportunity to serve as municipal
advisor to PASADENA ECONOMIC DEVELOPMENT CORPORATION (“Client”). Upon your acceptance, this
engagement letter (the “Agreement”) will serve as our mutual agreement with respect to the terms and
conditions of our engagement as your municipal advisor, effective on the date this Agreement is executed by
Client (the “Effective Date”).

1. Scope of Services.

(a) Services to be provided. Municipal Advisor is engaged by Client as its municipal advisor to provide
the services with respect to the issuances of municipal securities (“Issues”) set forth in Appendix A (the “Scope
of Services”).

(b) Limitations on Scope of Services. The Scope of Services is subject to the following limitations:

(i) The Scope of Services is limited solely to the services described therein and is subject to
any limitations set forth within the description of the Scope of Services.

(ii) Unless otherwise provided in the Scope of Services described herein, Municipal Advisor is
not responsible for certifying as to the accuracy or completeness of any preliminary or final official
statement, other than with respect to any information about Municipal Advisor provided by Municipal
Advisor for inclusion in such documents.

(iii) The Scope of Services does not include tax, legal, or accounting advice with respect to any
Issue or in connection with any opinion or certificate rendered by counsel or any other person at closing
and does not include review or advice on any feasibility study.

(iv) If Client has designated Municipal Advisor as its independent registered municipal advisor
(“IRMA”) for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the “IRMA exemption”) with respect to the
activities and aspects described in the Scope of Services, the Scope of Services as they relate to such
designation as IRMA shall be subject to any limitations with respect to Municipal Advisor’s activities as
IRMA as may be provided in the Scope of Services described herein. Municipal Advisor is not
responsible for verifying that it is independent (within the meaning of the IRMA exemption as interpreted
by the SEC) from another party wishing to rely on the exemption from the definition of municipal advisor
afforded under the IRMA exemption. Any reference to Municipal Advisor, its personnel and its role as
IRMA in the written representation of Client contemplated under SEC Rule 15Ba1-1(d)(3)(vi)(B) is
subject to prior approval by Municipal Advisor, and Client agrees not to represent, publicly or to any
specific person, that Municipal Advisor is Client’s IRMA with respect to any aspect of municipal financial
products or the issuance of municipal securities, or with respect to any specific municipal financial
product or any specific issuance of municipal securities, outside the Scope of Services without
Municipal Advisor’s prior written consent.

(c) Amendment to Scope of Services. The Scope of Services may be changed only by written
amendment or supplement to the Scope of Services described herein. The parties agree to amend or
supplement the Scope of Services described herein promptly to reflect any material changes or additions
to the Scope of Services.

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2. Municipal Advisor’s Regulatory Duties When Servicing Client.

MSRB Rule G-42 requires that Municipal Advisor make a reasonable inquiry as to the facts that are
relevant to Client’s determination whether to proceed with a course of action with a course of action or that form
the basis for and advice provided by Municipal Advisor to Client. The rule also requires that Municipal Advisor
undertake a reasonable investigation to determine that it is not basing any recommendation on materially
inaccurate or incomplete information. Municipal Advisor is also required under the rule to use reasonable
diligence to know the essential facts about Client and the authority of each person acting on Client’s behalf.

Client agrees to cooperate, and to cause its agents to cooperate, with Municipal Advisor in carrying out
these regulatory duties, including providing to Municipal Advisor accurate and complete information and
reasonable access to relevant documents, other information and personnel needed to fulfill such duties. In
addition, Client agrees that, to the extent Client seeks to have Municipal Advisor provide advice with regard to
any recommendation made by a third party, Client will provide to Municipal Advisor written direction to do so as
well as any information it has received from such third party relating to its recommendation.

3 Fiduciary Duty

Municipal Advisor is registered as a Municipal Advisor with the SEC and Municipal Securities
Rulemaking Board (“MSRB”). As such, Municipal Advisor has a Fiduciary duty to Client and must provide both
a Duty of Care and a Duty of Loyalty that entails the following.

Duty of Care:

a) exercise due care in performing its municipal advisory activities;
b) possess the degree of knowledge and expertise needed to provide Client with informed advice;
c) make a reasonable inquiry as to the facts that are relevant to Client’s determination as to

whether to proceed with a course of action or that form the basis for any advice provided to
Client; and
d) undertake a reasonable investigation to determine that Municipal Advisor is not forming any
recommendation on materially inaccurate or incomplete information; Municipal Advisor must
have a reasonable basis for:
i. any advice provided to or on behalf of Client;
ii. any representations made in a certificate that it signs that will be reasonably

foreseeably relied upon by Client, any other party involved in the municipal securities
transaction or municipal financial product, or investors in Client securities; and
iii. any information provided to Client or other parties involved in the municipal securities
transaction in connection with the preparation of an official statement.

Duty of Loyalty:

Municipal Advisor must deal honestly and with the utmost good faith with Client and act in
Client’s best interests without regard to the financial or other interests of Municipal Advisor. Municipal Advisor
will eliminate or provide full and fair disclosure (included herein) to Issuer about each material conflict of interest
(as applicable). Municipal Advisor will not engage in municipal advisory activities with Client as a municipal
entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in Client’s best interests.

4. Term of this Engagement.

This Agreement shall become effective on the date executed by the Client, and unless terminated by
either party, this Agreement will remain in effect for a period of five (5) years from the effective date. Unless
Municipal Advisor or Client notify the other party in writing at least thirty (30) days in advance of the applicable
anniversary date that this Agreement will not be renewed, this Agreement will be automatically renewed on the
fifth anniversary of the effective date for an additional one (1) year period and thereafter will be automatically
renewed on each anniversary date for successive one (1) year periods. This Agreement may be terminated
with or without cause by either party upon the giving of at least thirty (30) days’ prior written notice to the other
party of its intention to terminate, specifying in such notice the effective date of such termination.

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5. Compensation.

(a) Fees and expenses. The fees due to Municipal Advisor hereunder shall be, and expenses incurred
by Municipal Advisor in connection with any services provided hereunder shall be reimbursed, as set forth in
Appendix B hereto.

(b) Limitation of liability. In the absence of willful misconduct, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of Municipal Advisor or any of its associated persons,
Municipal Advisor and its associated persons shall have no liability to Client for any act or omission in the course
of, or connected with, rendering services hereunder, or for any error of judgment or mistake of law, or for any
loss arising out of any issuance of municipal securities, any municipal financial product or any other investment,
or for any financial or other damages resulting from Client’s election to act or not to act, as the case may be,
contrary to any advice or recommendation provided by Municipal Advisor to Client. No recourse shall be had
against Municipal Advisor for loss, damage, liability, cost or expense (whether direct, indirect or consequential)
of Client arising out of or in defending, prosecuting, negotiating or responding to any inquiry, questionnaire,
audit, suit, action, or other proceeding brought or received from the Internal Revenue Service in connection with
any Issue or otherwise relating to the tax treatment of any Issue, or in connection with any opinion or certificate
rendered by counsel or any other party. Notwithstanding the foregoing, nothing contained in this paragraph or
elsewhere in this Agreement shall constitute a waiver by Client of any of its legal rights under applicable U.S.
federal securities laws or any other laws whose applicability is not permitted to be contractually waived, nor
shall it constitute a waiver or diminution of Municipal Advisor’s fiduciary duty to Client under Section 15B(c)(1)
of the Securities Exchange Act of 1934, as amended, and the rules thereunder.

6. Required Disclosures.

MSRB Rule G-42 requires that Municipal Advisor provide you with disclosures of material conflicts of
interest and of information regarding certain legal events and disciplinary history. Such disclosures are provided
in Municipal Advisor’s Disclosure Statement delivered to Client together with this Agreement.

Municipal Advisor, represent that, to the extent this Agreement constitutes a contract for goods or
services within the meaning of Section 2270.002 of the Texas Government Code, as amended, solely for
purposes of compliance with Chapter 2270 of the Texas Government Code, and subject to applicable Federal
law including without limitation, 50 U.S.C. Section 4607, none of the Municipal Advisor, nor any wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate of the Municipal Advisor (i) boycotts Israel or
(ii) will boycott Israel through the term of this Agreement. The terms “boycotts Israel” and “boycott Israel” as
used in this paragraph have the meanings assigned to the term “boycott Israel” in Section 808.001 of the Texas
Government Code, as amended.

7. Recommendations

If Municipal Advisor makes a recommendation of a municipal securities transaction or municipal
financial product or if the review of a recommendation of another party is requested in writing by Client and is
within the scope of the engagement, Municipal Advisor will determine, based on the information obtained
through reasonable diligence of Municipal Advisor whether a municipal securities transaction or municipal
financial product is suitable for Client. In addition, Municipal Advisor will inform Client of:

 the evaluation of the material risks, potential benefits, structure, and other characteristics of the
recommendation;

 the basis upon which Municipal Advisor reasonably believes that the recommended municipal
securities transaction or municipal financial product is, or is not, suitable for Client; and

 whether Municipal Advisor has investigated or considered other reasonably feasible alternatives to the
recommendation that might also or alternatively serve the Client objectives.

If Client elects a course of action that is independent of or contrary to the advice provided by Municipal Advisor,
Municipal Advisor is not required on that basis to disengage from Client.

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8. Record Retention

Effective July 1, 2014, pursuant to the Securities and Exchange Commission (SEC) record retention
regulations, Municipal Advisor is required to maintain in writing, all communication and created documents
between Municipal Advisor and Client for 5 years.

9. Waiver of Jury Trial.

EACH PARTY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY
CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP BETWEEN THE PARTIES.
PARTIES AGREE TO WAIVE CONSEQUENTIAL AND PUNITIVE DAMAGES.

10. Choice of Law.

This Agreement shall be construed and given effect in accordance with the laws of Texas.

11. Binding Effect; Assignment.

This Agreement shall be binding upon and inure to the benefit of Client and Municipal Advisor, their
respective successors and permitted assigns; provided however, neither party may assign or transfer any of its
rights or obligations hereunder without the prior written consent of the other party.

12. Entire Agreement.

This instrument, including all appendices hereto, contains the entire agreement between the parties
relating to the rights herein granted and obligations herein assumed. This Agreement may not be amended,
supplemented or modified except by means of a written instrument executed by both parties.

13. Severability.

If any provision of this Agreement is, or is held or deemed to be, invalid, inoperative or unenforceable
as applied in any particular case in any jurisdiction or jurisdictions because it conflicts with any provisions of
any constitution, statute, rule or public policy, or for any other reason, such circumstances shall not make the
provision in question invalid, inoperative or unenforceable in any other case or circumstance, or make any other
provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever.

14. No Third Party Beneficiary.

This Agreement is made solely for the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person, other
than the parties and their respective successors and permitted assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

15. Authority.

The undersigned represents and warrants that (s)he has full legal authority to execute this Agreement
on behalf of Client. The following individual has the authority to direct Municipal Advisor’s performance of its
activities under this Agreement:

DREW MASTERSON, MANAGING DIRECTOR, MASTERSON ADVISORS LLC

16. Counterparts.

This Agreement may be executed in counterparts, each of which shall be an original, but which taken
together, shall constitute one and the same instrument.

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17. . Municipal Securities Rulemaking Board Rule G-10 Disclosure

Pursuant to Municipal Securities Rulemaking Board Rule G-10, on Investor and Municipal Advisory
Client Education and Protection, Municipal Advisors are required to provide certain written information to their
municipal entity and obligated person clients which include the following:

 Municipal Advisor is currently registered as a Municipal Advisor with the U.S. Securities and Exchange
Commission and the Municipal Securities Rulemaking Board.

 Within the Municipal Securities Rulemaking Board (“MSRB”) website at www.msrb.org, Client may
obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure
describes the protections that may be provided by the MSRB Rules along with how to file a complaint
with financial regulatory authorities.

MASTERSON ADVISORS LLC

By: _______________________________
Drew K. Masterson
Managing Director

Date: ______________________________

ACCEPTED AND AGREED:
PASADENA ECONOMIC DEVELOPMENT CORPORATION

By:

Title:

Date:

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APPENDIX A –
SCOPE OF SERVICES

The Scope of Services to be provided under this Agreement shall consist of the activities described below with
respect to Client’s new and outstanding issues of bonds issued or outstanding during the term of this Agreement
(the “Issue(s)”). The Scope of Services shall also include activities during the term of this Agreement. In addition,
Municipal Advisor is designated as Client’s independent registered municipal advisor (“IRMA”) for purposes of
SEC Rule 15Ba1-1(d)(3)(vi) (the “IRMA exemption”) with respect to the aspects of the Issue(s) described in this
Appendix A.

Activities

Municipal Advisor shall or may undertake some or all of the following activities for or on behalf of Client with
respect to the Issue(s) in carrying out this engagement, as directed by Client

A. New Issues. Provide some or all of the following services with respect to Client’s new Issue(s):
1. Evaluate options or alternatives with respect to the proposed new Issue
2. Review recommendations made by other parties to Client with respect to the new Issue
3. Review financial and other information regarding Client, the proposed Issue and any source of
repayment of or security for the Issue
4. Consult with and/or advise Client on actual or potential changes in market place practices, market
conditions, regulatory requirements or other matters that may have an impact on Client and its financing
plans
5. Assist Client in establishing a plan of financing
6. Assist Client in establishing the structure, timing, terms and other similar matters concerning the Issue
7. Prepare the financing schedule
8. Provide assistance as to scheduling, coordinating and meeting procedural requirements relating to any
required bond referendum, other than through cash or in-kind contributions with respect to such
referendum
9. Consult and meet with representatives of Client and its agents or consultants with respect to the Issue
10. Attend meetings of Client’s governing body, as requested
11. Advise Client on the manner of sale of the Issue
12. Assist in the gathering of information with respect to financial, statistical and factual information relating
to Client in connection with the preparation of the preliminary and final official statement
13. If the Issue is to be sold on a competitive bid basis and Client has not engaged disclosure counsel to
prepare the preliminary and final official statement, prepare the preliminary and final official statement
and the bid package, obtain CUSIP numbers and provide an electronic version of the official statement
to the winning underwriter
14. If the Issue is to be sold on a negotiated basis, assist in the preparation and/or review the preliminary
and final official statement
15. Make arrangements for printing, advertising and other vendor services necessary or appropriate in
connection with the Issue
16. In a competitive bid sale, assist Client in collecting and analyzing bids submitted by underwriters and
in connection with Client’s selection of a winning bidder
17. In a negotiated sale, assist Client in the selection of underwriters
18. At the time of sale, provide Client with relevant data on comparable issues recently or currently being
sold nationally and by comparable Clients
19. In a negotiated sale, coordinate pre-pricing discussions, supervise the sale process, advise Client on
matters relating to retail or other order periods and syndicate priorities, review the order book, advise
on the acceptability of the underwriter’s pricing and offer to purchase
20. Advise Client with respect to recommendations made by the underwriters and other interactions
between Client and the underwriters
21. Review required underwriter disclosures to Client
22. Assist Client in selecting legal and other professionals (such as trustee, escrow agent, accountant,
feasibility consultant, etc.) to work on the Issue
23. Respond to questions from bidders, underwriters or potential investors
24. Arrange and facilitate visits to, prepare materials for, and make recommendations to Client in
connection with credit ratings agencies, insurers and other credit or liquidity providers

7

25. Work with bond counsel and other transaction participants to prepare and/or review necessary
authorizing documentation of Client and other documents necessary to finalize and close the Issue

26. Coordinate working group sessions, closing, delivery of the new Issue and transfer of funds
27. Prepare a closing memorandum or transaction summary, together with general guidance for Client with

respect to post-closing requirements relating to the use and investment of bond proceeds and the
payment of debt service
28. Provide such other usual and customary financial advisory services as may be requested by Client

B. Outstanding or Potential Issues. Provide some or all of the following services with respect to Client’s
outstanding Issue(s):
1. Advise Client on potential exercise of optional or other call rights, or potential tender offers, for
outstanding Issue(s)
2. Advise Client on potential refunding or other refinancing opportunities of its outstanding Issue(s)
3. Review recommendations made by other parties to Client with respect to outstanding Issue(s)
4. Evaluate options or alternatives for Client with respect to, and assist in identifying, financing
opportunities, including recommendations by other parties to Client for potential financings
5. Consult with and/or advise Client on actual or potential changes in market place practices, market
conditions, regulatory requirements or other matters that may have an impact on Client’s outstanding
Issue(s)
6. Advise Client on post-issuance disclosure compliance matters, including specific issues that may arise
from time to time and the preparation, review and revision of applicable policies and procedures,
relating to outstanding Issue(s)
7. Advise Client on matters relating to compliance with, including testing and/or reporting on compliance
with, bond or other covenants relating to outstanding Issue(s)
8. Review documentation of outstanding Issue(s) with Client personnel and with Client’s bond counsel
and other consultants
9. Assist Client in responding to inquiries from investors or other market participants in connection with
Client’s outstanding Issue(s)

C. Special Project Related to Creation of Tax Increment Reinvestment Zones. Provide the following
services related to the creation and formation of Reinvestment Zones sponsored by the City of Pasadena,
Texas.
1. Conduct TIRZ 101 workshop in conjunction with legal advisors for city of Pasadena and EDC staff and
officials, include providing overview of TIRZs, Best Practices, and Lessons Learned.
2. Prepare a comparative analysis of 4-5 other cities that have undertaken developer driven projects
3. Related to Reinvestment Zone Number One, Pasadena, Texas:
a. Review inputs, assumptions, and results of financial feasibility studies and provide input and
feedback as appropriate. If necessary, perform independent financial analysis.
b. Review and comment on Preliminary Project Plan and Financing Plan from Developer
c. Review and comment on proposed bond financing structure, if any.

The hourly fee schedule provided in Appendix B shall apply.

D. Products. Provide some or all of the following services with respect to Client’s Product(s) relating to its
Issue(s):
1. Advise Client on the investment of proceeds of Client’s Issue(s) or on municipal escrow investments
relating to such Issue(s), including but not limited to advice on or brokerage of guaranteed investment
contracts for the investment of proceeds of the Issue or for municipal escrow investments, or the
recommendation and brokerage of municipal escrow investments in connection with the Issue(s)
2. Advise Client on municipal derivatives

8

APPENDIX B –
COMPENSATION

The fees due to Municipal Advisor will not exceed those contained in our customary fee schedule as listed
below:

$9,000 for the first $ 500,000 of bonds issued
plus $4.00 per $1,000 for the next $ 1,500,000 of bonds issued
plus $2.00 per $1,000 for the next $ 3,000,000 of bonds issued
plus $1.75 per $1,000 thereafter

The above charges shall be multiplied by 1.25 times for the completion of an application to federal or state
government agency or for the issuance of revenue bonds or refunding bonds, reflecting the additional services
required.

The payment of charges for financial advisory services described in the foregoing Agreement shall be
contingent upon the delivery of bonds and shall be due at the time that bonds are delivered.

If we are requested to perform additional financial advisory services for the Issuer other than in connection with
the issuance and sale of the securities, such additional services will be billed at the hourly rates shown below
based on the time spent by the personnel who work on the matter. Prior to Municipal Advisor performing any
such additional financial advisory services, the Issuer and Municipal Advisor must first agree in writing as to a
scope of work and budget for such services.

Hourly Schedule. The fees due Municipal Advisor during interim financing shall be calculated on an hourly
basis in accordance with the fee schedule set forth below:

Position Rate per Hour

Managing Director/Director $475.00
Vice President $375.00
Assistant Vice President $275.00
Associate $225.00
Analyst $200.00
Clerical/Administrative $100.00

Municipal Advisor bills in quarter-hour increments.

 Maximum Fee for interim financing: $30,000 per issuance

The Issuer shall be responsible for the following expenses, if and when applicable, whether they are charged
to the Issuer directly as expenses or charged to the Issuer by Municipal Advisor as reimbursable expenses:

Bond counsel
Bond printing
Bond ratings
Computer structuring
Credit enhancement
CPA fees for refunding
Official statement preparation and printing
Paying agent/registrar/trustee
PSF application fees
Travel expenses
Underwriter and underwriters counsel
Miscellaneous, including copy, delivery, and phone charges

The payment of reimbursable expenses that Municipal Advisor has assumed on behalf of the Client shall NOT
be contingent upon the delivery of the bonds and shall be due at the time that services are rendered and payable
upon receipt of an invoice submitted by Municipal Advisor.

9

DISCLOSURE STATEMENT OF MUNICIPAL ADVISOR

This Disclosure Statement is provided by MASTERSON ADVISORS LLC (the “Municipal Advisor”) to you
(the “Client”) in connection with our current municipal advisory agreement, (the “Agreement”). This
Disclosure Statement provides information regarding conflicts of interest and legal or disciplinary events of
Municipal Advisor that are required to be disclosed to Client pursuant to MSRB Rule G- 42(b) and (c)(ii).

PART A - Disclosures of Conflicts of Interest

MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to any actual or
potential material conflicts of interest, including certain categories of potential conflicts of interest identified in
Rule G-42, if applicable.

Material Conflicts of Interest – Municipal Advisor makes the disclosures set forth below with respect to
material conflicts of interest in connection with the Scope of Services under the Agreement with the Municipal
Advisor together with explanations of how the Firm addresses or intends to manage or mitigate each conflict.

General Mitigations - As general mitigations of the Municipal Advisor conflicts, with respect to all of the conflicts
disclosed below, Municipal Advisor mitigates such conflicts through its adherence to its fiduciary duty to Client,
which includes a duty of loyalty to Client in performing all municipal advisory activities for Client. This duty of
loyalty obligates the Municipal Advisor to deal honestly and with the utmost good faith with Client and to act in
Client’s best interests without regard to the Municipal Advisor’s financial or other interests. The disclosures
below describe, as applicable, any additional mitigations that may be relevant with respect to any specific
conflict disclosed below.

I. Other Municipal Advisor Relationships. Municipal Advisor serves a wide variety of other clients that
may from time to time have interests that could have a direct or indirect impact on the interests of Client.
For example, Municipal Advisor serves as municipal advisor to other municipal advisory clients and, in
such cases, owes a regulatory duty to such other clients just as it does to Client. These other clients
may, from time to time and depending on the specific circumstances, have competing interests, such
as accessing the new issue market with the most advantageous timing and with limited competition at
the time of the offering. In acting in the interests of its various clients, Municipal Advisor could potentially
face a conflict of interest arising from these competing client interests. None of these other
engagements or relationships would impair Municipal Advisor’s ability to fulfill its regulatory duties to
Client.

II. Compensation-Based Conflicts. Fees that are based on the size of the issue are contingent upon
the delivery of the Issue. While this form of compensation is customary in the municipal securities
market, this may present a conflict because it could create an incentive for the Firm to recommend
unnecessary financings or financings that are disadvantageous to Client, or to advise Client to increase
the size of the issue. This conflict of interest is mitigated by the general mitigations described above.

Fees based on a fixed amount are usually based upon an analysis by Client and Municipal Advisor of, among
other things, the expected duration and complexity of the transaction and the Scope of Services to be performed
by Municipal Advisor. This form of compensation presents a potential conflict of interest because, if the
transaction requires more work than originally contemplated, Municipal Advisor may suffer a loss. Thus,
Municipal Advisor may recommend less time-consuming alternatives, or fail to do a thorough analysis of
alternatives. This conflict of interest is mitigated by the general mitigations described above.

Hourly fees, if any, are calculated with, the aggregate amount equaling the number of hours worked by
Municipal Advisor personnel times an agreed upon hourly billing rate. This form of compensation presents a
potential conflict of interest if Client and Municipal Advisor do not agree on a reasonable maximum amount at
the outset of the engagement, because the Municipal Advisor does not have a financial incentive to recommend
alternatives that would result in fewer hours worked. This conflict of interest is mitigated by the general
mitigations described above.

10

PART B - Disclosures of Information Regarding Legal Events and Disciplinary History

MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or
disciplinary events material to its client’s evaluation of the municipal advisor or the integrity of the municipal
advisor’ s management or advisory personnel.

Accordingly, Municipal Advisor sets out below required disclosures and related information in connection with
such disclosures.

I. Material Legal or Disciplinary Event. There are no legal or disciplinary events that are material to
Client’s evaluation of Municipal Advisor or the integrity of Municipal Advisor’s management or advisory
personnel disclosed, or that should be disclosed, on any Form MA or Form MA-I filed with the SEC.

II. How to Access Form MA and Form MA-I Filings. Municipal Advisor’s most recent Form MA and
each most recent Form MA-I filed with the SEC are available on the SEC’s EDGAR system. For
purposes of accessing reports, Municipal Advisor’s CIK number is 0001733756 and SEC number is
867-02338.

PART C - Future Supplemental Disclosures

As required by MSRB Rule G-42, this Municipal Advisor Disclosure Statement may be supplemented or
amended, from time to time as needed, to reflect changed circumstances resulting in new conflicts of interest
or changes in the conflicts of interest described above, or to provide updated information with regard to any
legal or disciplinary events of the Municipal Advisor. The Municipal Advisor will provide Client with any such
supplement or amendment as it becomes available throughout the term of the Agreement.

Masterson Advisors LLC
Statement of Qualifications

August 2019

© 2019 Masterson Advisors LLC
All Rights Reserved

Overvie

ew of Masterson Advisors

© 2019 Masterson Advisors LLC 2
All Rights Reserved

Who We Are – 250+ year

Masterson Advisors exists to strengthen commu

 In the Spring of 2018, a group of committed
Masterson Advisors LLC, “Masterson Advisors
confidence to access the capital markets
responsible decisions.

 We serve our clients with the unwavering pr
excellence. From our Partners to Analysts,
upholding these principles and fostering a c
learning.

Collaboration Excellence Exper

Equipping our clients with municipal finance kn
access the cap

rs in the making

unities and develop tomorrow’s leaders

d, seasoned professionals came together to form
s” with the goal of providing our clients with the
and make prudent, well-informed and fiscally

rinciples of integrity, humility, collaboration and
every member of our team is responsible for
culture of mutual respect, service, and life-long

rience Integrity Humility

nowledge, analytical support and confidence to
pital markets

© 2019 Masterson Advisors LLC 3
All Rights Reserved

Mas

By the

20 Em

Season
combi
emplo

340+

After o
clients
profes

Head

The fir
in Dall

216 T

Since M
transa
amoun

100%

We are
majori

sterson Advisors

e numbers

mployees

ned bankers have an average of 21 years and well over 250 years
ined years of experience in municipal finance. 17 of the 20
oyees worked together at their prior firm.

+ Clients

only 1 year, we are proud to have worked with 348 issuers as
s, which we believe is a reflection of the relationships our
ssionals have built with their clients.

dquartered in Houston

rm’s headquarters is located in Houston, with an additional office
las.

Transactions Totaling $3.88 Bn

March 2018, the firm has priced 216 Majority Women-Owned Firm
actions, totaling $3.88 billion in par
nt

% Employee Owned 46%

e 100% employee owned firm, and a Women
ity of the firm is owned by women. 54%

© 2019 Masterson Advisors LLC 4
All Rights Reserved

Clients We Serve

Governmental Special D

Cities Municipal U
Counties Water Cont
Port Authorities
Toll Road Authorities Improve
Regional Water Authorities Municipal M
Airports Levee Impr
Road Distri
Schools Convention
Tax Increm
Charter Schools
Private Schools Redevel
Independent School Districts Sports Auth

Districts Universities

Utility Districts Public
trol & Private
ement Districts
Management Districts Not-for-Profits
rovement Districts
icts Health Care
n Centers Cultural Arts
ment Zones & Social Services
lopment Authorities
horities

© 2019 Masterson Advisors LLC 5
All Rights Reserved

Our Team

Experienced bankers bring breadth and
industry sectors

• We have thoughtfully assembled a broad and dee
multiple sectors.

− With a deep bench at every position, we ha

• Our bankers have an average of 21 years and wel
municipal finance

Managing

Drew Masterson Trey Cash Julie Pe
32 years 17 years 35 yea
Houston Houston Houst

Tina Peterman Directors Christine Crotwell
18 years 12 years
Houston Greg Lentz Houston
8 years
Houston

Ben Terry Associates Chase Wolf
2 years 3 years
Houston Chase Eastland Houston
2 years
Houston

d depth of experience across various

ep roster of talented individuals with experience across

ave assembled a team for today and tomorrow
ll over 250 years combined years of experience in

g Directors Anthea Moran Debbie Shelton
30 years 33 years
eak Houston Houston
ars
ton

Kristin Blomquist Vice Presidents Jonathan Church
8 years 6 years
Houston Spencer Day Houston
6 years
Houston

Analysts Structured Products and Pricing Desk

2 Analysts Dave Brayshaw Cody Miller
Houston Managing Director Analyst
32 years - Dallas
3 Years - Dallas

© 2019 Masterson Advisors LLC 6
All Rights Reserved

Select Clients

Masterson Advisors is empowering comm
financial solutions.

In addition to 300 Special District and Mun
following is a representative list of clients

munities to grow through uniquely crafted

nicipal Utility District clients, the
for which we have provided services:

© 2019 Masterson Advisors LLC 7
All Rights Reserved

Tax Increment Reinvestm

 The Masterson team represents multiple Ho

East Downtown Redevelopment Authority
Gulfgate Redevelopment Authority
Lake Houston Redevelopment Authority
Montrose Reinvestment Zone #27
Memorial City Redevelopment Authority
Midtown Redevelopment Authority
N. Houston Development Corp
Old Spanish Trail/Almeda Corridors
Redevelopment Authority
Southwest Houston Redevelopment
Authority
St. George Place Redevelopment Authority

ment Zone Experience

ouston Area TIRZ and Redevelopment Authorities

© 2019 Masterson Advisors LLC 8
All Rights Reserved

Our Services

Our experience, knowledge and active
markets allows us to tailor our serves to e
expertise. We coordinate the process fro
each financing, but in general includes the

Ongoing Dialogue Determine Co
Financial Timeli
 Continuously Feasibility
monitor debt  Creat
portfolio and  Identify needs event
provide updates  Consider credit consu
worki
 Provide ongoing implications
training and staff  Confer on legal  Coord
development rating
matters insura
• Continuing  Develop Plan of
Disclosure
Finance
• Monitor
legislative
initiatives

e participation in the bond and credit
each client, complimenting their in-house
om start to finish. The process varies for
e following scope of services:

oordinate Prepare for Pricing Pricing & Closing
ine of Events
 Prepare &  Compile
te timeline of distribute offering comparable
ts in documents transaction
ultation with information
ing group  Coordinate
dinate Marketing  Finalize OS
gs and bond Process  Assist bond
ance process
 Finalize Plan of counsel with
Finance required
schedules
 Coordinate Pre-  Prepare closing
Marketing instructions
activities  Post-Closing
Summary

© 2019 Masterson Advisors LLC 9
All Rights Reserved

Why Masterson Advisors?

250+ years of
experience
amongst our

bankers

Extensive
TIRZ and
Special
District
Experience

?

High-quality
service and

available
resources

100%
employee

owned

© 2019 Masterson Advisors LLC 14
All Rights Reserved

Drew Masterson Professional Focus

Managing Director Provides municipal advisory ser
universities, municipal utility di
713-814-0555 centers/hotels, private schools
[email protected]
Experience

More than 32 years of experien
Formed Masterson Advisors in
Joined First Southwest Compan
Joined Masterson & Company (
Joined Shearson Lehman Ameri
Current license held: Municipal

Education

Master of Business Administrat
Pennsylvania, with honors, mem
Bachelor of Science in Mathem
Kappa

Current Affiliations

Community Loan Center of Gre
Neighborhood Recovery Comm
City of Houston Investment Com

Past Affiliations

YES Prep Public Schools, Board
Municipal Advisory Council of T
Orchestra X, Chair
Chapelwood UMC, Finance Com
Kinkaid School, Advancement C

rvices for issuers of tax-exempt bonds including: charter schools, cities,
stricts, tax increment reinvestment zones, not-for-profits, convention
and others

nce in the municipal advisory industry
March, 2018
ny (Subsequently Hilltop Securities) in 1996 by acquisition
(Subsequently Masterson Moreland Sauer Whisman, Inc.) in 1985
ican Express in 1984
l Advisor Representative, Series 50

tion in Finance, Wharton School of Business at University of
mber Beta Gamma Sigma business honor society
matics and Economics, Vanderbilt University, Summa Cum Laude, Phi Beta

eater Houston, Board Vice President
munity Development Corporation, Board Vice President
mmittee, Board Member

Member 15 years, Finance Committee Chair 5 years
Texas, Chair

mmittee
Committee

© 2019 Masterson Advisors LLC 16
All Rights Reserved


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