ROSENBERG DEVELOPMENT CORPORATION

MEETING MINUTES

On this the 13th day of April, 2017, the Rosenberg Development Corporation of the City of Rosenberg, Fort Bend County, Texas, met in Regular Session at the Rosenberg Civic Center, located at 3825 Highway 36 South, Rosenberg, Texas. Present: Chris Martin, President

Charles Budnik, Treasurer

Teresa Bailey, DirectorLynn Moses, Director

Jimmie Pena, Director

Absent: Allen Scopel, Vice President

Amanda Barta, Director

Staff Present: Joyce Vasut, Assistant City ManagerRandall Malik, Economic Development Director

Jeremy Heath, Assistant Economic Development Director

Cynthia Sullivan, Assistant City SecretaryIsabel Carranza, Reservations Clerk

Call to order:

Director Teresa Bailey called the meeting to order at 4: 00 p. m.

Statement of rules pertaining to audience comments. Cynthia Sullivan, Assistant City Secretary, read the statement of rules pertaining to audience comments.

Comments from the audience.

There were no comments from the audience.

K *IQ i 1

A. Consideration of and action on minutes of the Rosenberg Development Corporation for March 9, 2017.

B. Consideration of and action on the monthly Rosenberg Development Corporation Financial Report for theperiod ending March 31, 2017.

EXECUTIVE SUMMARY

The monthly financial report is attached for review and consideration.

ACTION

Motion by Director Jimmie Pena, seconded by Director Lynn Moses to approve the Consent Agenda items A and B. President Chris Martin was not present during this vote.)

Vote: 4 - 0 Carried - Unanimously

REGULAR AGENDA

Consideration of and action on Resolution No. RDC -106, a Resolution requesting the Sugar Land 4BCorporation to provide funding for the Texas State Technical College - Brazos Center located in Rosenberg.

EXECUTIVE SUMMARY

Section 501. 159 of the Texas Local Government Code allows for development corporations to participate in projects

located outside their designated jurisdiction. The Sugar Land 4B Corporation plans to participate in funding the TexasState Technical College (TSTC) - Brazos Center if the Rosenberg Development Corporation requests that the SugarLand 4B Corporation participate in the project.

The Sugar Land 413 Corporation has allocated $ 100, 000 towards the purchase of equipment and personal propertyfor the TSTC - Brazos Center. This Resolution allows for the RDC to request the expenditure of funds from the Sugar

Land 4B Corporation towards equipment and personal property for the TSTC - Brazos Center.

Staff recommends approval of Resolution No. RDC -106.

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KEY DISCUSSION POINTS

Randall Malik read the Executive Summary, explained the purpose of this item, and said Robert Lung, Assistant Director of Sugar Land Economic Development was present to answer any questions. It was a consensus of the Board to approve this Resolution.

ACTION

Motion by Director Lynn Moses, seconded by Director Jimmie Pena to approve Resolution No. RDC -106, aResolution requesting the Sugar Land 4B Corporation to provide funding for the Texas State Technical College - Brazos Center, located in Rosenberg. ( President Chris Martin was not present during this vote.)

Vote: 4 - 0 Carried - Unanimously

2. Consideration of and action on Resolution No. RDC -107, a Resolution authorizing the RDC President toexecute, for and on behalf of the RDC, a Performance Agreement, by and between the RDC and BMC TexasSales, LLC, for the creation of a regional headquarters in Rosenberg.

EXECUTIVE SUMMARY

Building Materials Holding Corporation ( BMC) recently merged with Bison, a stock building supply company, to formBMC Stock Holdings, Inc. As a result of the merger, BMC Stock Holdings, Inc., has formed BMC in anticipation of

consolidating its sales operations in Texas. Currently, BMC and Bison represent two of the top five largest sales taxremitters in the City of Rosenberg.

As part of its long -term consolidation strategy, BMC will be establishing one of its regional headquarters inRosenberg. As part of the establishment of a regional headquarters, BMC has proposed to expand its total salescaptured within the City of Rosenberg from just over $75,000,000 ( October 2015 - September 2016) to a minimum of

175, 000, 000.

In order to capture these additional sales in Rosenberg, the City has offered an incentive package in order tocompete with other possible locations for the regional headquarters. The incentive package includes a

performance -based sales tax rebate from the City of Rosenberg' s one cent general sales tax and RosenbergDevelopment Corporation' s ( RDC' s) half -cent sales tax. The half -cent dedicated to property tax reduction will be fullytaxed and retained by the City during the duration of this Agreement and is not subject to rebate. The term of theAgreement is for ten ( 10) years, with an option for an additional ten ( 10) years, subject to no default. In order to

00%, qualify for the incentive, BMC will be required to have total sales remitted in Rosenberg of a minimum of175, 000,000. Additionally, BMC will continuously employ fifty (50) individuals for the duration of this Agreement. The

tiers for the performance -based sales tax rebate can be found below:

Percentage of City'sSales and Use Tax Revenue:

Sales Tax Revenue

Rebate Threshold:

Amount in Total Sales:

35% 3, 500,000 175,000,000

40 % 4,000,000 F_ $ 200,000,000

45% 4,800,000 240,000,000

50% 5, 600,000 F $280,000,00055% 6, 200,000 320,000,000

At the minimum threshold of $3, 500,000 in sales tax revenue, the City and RDC would receive a combined annualsales tax revenue of $2, 581, 250, after incentives.

In order to realize the full incentive, all three parties must participate in the Agreement. On March 21, 2017, the Cityof Rosenberg entered into a Chapter 380 Agreement with BMC Texas Sales, LLC. Staff recommends approval ofResolution No. RDC -107 as presented.

KEY DISCUSSION POINTS

Randall Malik read the Executive Summary and explained the purpose of this item. Director Budnik asked where this company generates their income. Mr. Malik explained the revenue comes from lumber and wood products sold in the Rosenberg area.

ACTION

Motion by Director Jimmie Pena, seconded by Director Lynn Moses to approve Resolution No. RDC -107, ar Resolution authorizing the RDC President to execute, for and on behalf of the RDC, a Performance Agreement, by

and between the RDC and BMC Texas Sales, LLC, for the creation of a regional headquarters in Rosenberg. President Chris Martin was not present during this vote.)

Vote: 4 - 0 Carried - Unanimously

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3. ( President Martin arrived at 4: 1Op. m.)

Consideration of and action on adoption of the Rosenberg Development Corporation three -year StrategicPlan for 2017 through 2019.

EXECUTIVE SUMMARY

On February 11, 2017, the RDC Board held a Special Board Planning Session. The Planning Session consisted of aStrengths/Weaknesses /Opportunities /Threats (SWOT) Analysis and the design of a new three -year Strategic Plan. Please note that minutes of this Session are not available.)

The facilitation and planning services for this Session were coordinated by Alysia Cook, of Opportunity Strategies, LLC. The new Strategic Plan will drive RDC policy and priorities for the next three (3) years.

Staff recommends adoption of the three -year Strategic Plan.

KEY DISCUSSION POINTS

Randall Malik read the Executive Summary. President Martin commented that this Board accomplished good things during this session. Director Pena thanked Mr. Malik and his staff for the work on this item.

Director Pena commented on current House Bills regarding truck traffic, and Rosenberg being the hub of thetrain traffic migrating into this area with Free Port and highway expansions. It was a consensus of the Board to approve the three -year Strategic Plan.

ACTION

Motion by Director Teresa Bailey, seconded by Director Lynn Moses to adopt the Rosenberg DevelopmentCorporation three -year Strategic Plan for 2017 through 2019.

Vote: 5 - 0 Carried - Unanimously

4. Review and discuss a wayfinding signage project, and take action as necessary to direct staff.

EXECUTIVE SUMMARY

At the December 08, 2016 RDC Meeting, the Board directed staff to meet with National Signs Plazas and obtaini more information on a potential wayfinding signage program. At the meeting, Director Chuck Budnik also agreed to

volunteer and assist with the project. This Agenda item allows staff and Director Budnik the opportunity to discuss theproject with the RDC Board.

KEY DISCUSSION POINTS

Randall Malik read the Executive Summary and stated this is a broader project than originally planned. Director Budnik explained the signage is a part of the program, but the broader part of this project is the

marketing and identification of the City of Rosenberg; and he proposed to budget $50,000.00 for this programfor the next budget year and postpone until the road construction in the City is complete. Director Budnik also said there is a research, field analysis portion that would require buy -in from other Citystakeholders in this project.

President Martin agrees that this is a big project and budgeting for this and revisiting next year would still bewithin the three -year strategic plan.

Director Pena said he disagrees with tabling this project and sees the importance of marketing Rosenberg assoon as possible to help the City grow and identify itself. Director Budnik said he agrees that this is important, but he asked what other stakeholders will help developthis program.

Director Bailey asked if this project could be completed in segments. Mr. Malik stated carrying out the branding of the City is an important first step in this project. Director Moses stated this Board should start the project because it is going to be a time consuming project. President Martin asked if this vendor would be willing to work this project in segments. Mr. Malik said the $ 50, 000.00 would start the design, which will be the most time consuming part of this project.

ACTION

Motion by Director Lynn Moses, seconded by Director Jimmie Pena to approve a wayfinding signage project, budgeting $ 50, 000. 00 for the first phase, by directing staff to begin securing stakeholders, bid process, and selectionof the successful vendor.

Vote: 5 - 0 Carried - Unanimously

5. Hold Executive Session to deliberate the potential purchase, exchange, lease, or value of real propertypursuant to Texas Government Code Section 551. 072; and, to deliberate economic development negotiationspursuant to Section 551. 087 of the Texas Government Code.

Regular Session was adjourned for Executive Session at approximately 4: 40 p. m.

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Adjourn Executive Session, reconvene Regular Session, and take action as necessary as a result ofExecutive Session.

The Executive Session was adjourned and the RDC Board reconvened Regular Session at approximately 5: 55 p. m.

Consideration of and action on a report from the Rosenberg Development Corporation Executive Directorregarding the previous month' s economic development activities and contacts, which includes updates onthe following:

a. Economic Indicators;

b. Business Retention Visits;

c. RDC Budget Calendar;

d. Upcoming Recruitment Calendar; e. New and Expanded Businesses; and, f. RDC Projects.

EXECUTIVE SUMMARY

This item has been included to provide the Executive Director the opportunity to update the Board on the previousmonth's activities, contacts, and projects.

KEY DISCUSSION POINTS

Randall Malik gave the following project updates: Mr. Malik introduced Isabel Carranza, the new Senior Administrative Specialist for Economic

Development.

Mr. Malik reported sidewalks have now been installed along Town Center Blvd. from Reading Road toTown Village Blvd., and construction has now begun on the sidewalk segment from Town Village Blvd. to Radio Lane.

Mr. Malik reported the Executive Pulse software has been implemented in day to day operations, andstaff participated in an orientation and training session for the process. Mr. Malik reported the Fiscal Year 2018 budget process was kicked off last week and a draft RDCBudget Calendar has been provided for the Board of Directors.

No action taken.

8. Announcements.

There were no announcements.

9. Adjournment.

There being no further business, President Martin adjourned the Regular Meeting of the Rosenberg DevelopmentCorporation at 6: 10 p. m.

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