HomeMy WebLinkAboutOrd. 1999-2353 - interlocal w/LPISD for TIRZ #1
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ORDINANCE NO. 99 -,. 3S3
AN ORDINANCE APPROVING AND AUTHORIZING AN INTERLOCAL AGREEMENT
BETWEEN THE CITY OF LA PORTE, LA PORTE INDEPENDENT SCHOOL DISTRICT, AND
REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS; MAKING VARIOUS
FINDINGS AND PROVISIONS RELATING TO THE SUBJECT; FINDING COMPLIANCE
WITH THE OPEN MEETINGS LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
Section 1.
The City Council hereby approves and authorizes the contract. agreement. or
other undertaking described in the title of this ordinance. in substantially the form as shown in the
document which is attached hereto and incorporated herein by this reference. The City Manager is
hereby authorized to execute such document and all related documents on behalf of the City of La Porte.
The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to
all such documents.
Section 2.
The City Council officially finds. determines. recites, and declares that a
sufficient written notice of the date, hour, place and subject of this meeting of the City Council was
posted at a place convenient to the public at the City Hall of the City for the time required by law
preceding this meeting. as required by the Open Meetings Law. Chapter 551. Texas Government Code;
and that this meeting has been open to the public as required by law at all times during which this
ordinance and the subject matter thereof has been discussed. considered and formally acted upon. The
City Council further ratifies. approves and confirms such written notice and the contents and posting
thereof.
Section 3.
This Ordinance shall be effective from and after its passage and approval, and it is
so ordered.
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ORDINANCE NO. 99-
PASSED AND APPROVED, this ~1rD day of ~. 1999.
CIT OF LA PORTE
ATTEST:
L/ffJ~ C/. )I dbJ/
Martha A. Gillett
City Secretary
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THE STATE OF TEXAS ~
~ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF HARRIS ~
INTERLOCAL AGREEMENT
I. PARTIES
A. Address
TIllS INTERLOCAL AGREEMENT (" Agreement") is made by and between the CITY OF
LA PORTE. TEXAS ("City"), a municipal corporation and home-rule city of the State of Texas
principally situated in Harris County, acting by and through its governing body. the City Council; the
LA PORTE INDEPENDENT SCHOOL DISTRICT ("LPISD"), located at 1002 San Jacinto Street.
La Porte, Texas 77571; and REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE.
TEXAS ("La Porte Zone "), a reinvestment zone created by the City of La Porte pursuant to Chapter
311 of the Texas Tax Code. acting by and through its Board of Directors. This Agreement is made
pursuant to Chapter 791 of the Texas Government Code and Section 311.013 of the Texas Tax Code,
The initial addresses of the parties, which one party may change by giving written notice of its
changed address to the other parties, are as follows:
City
LPISD
Superintendent or Designee
La Porte Independent School District
1002 San Jacinto Street
La Porte, Texas 77571
City Manager or Designee
City of La Porte
604 West Fairmont Parkway
P.O. Box 1115
LaPorte. Texas 77572-1115
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La Porte Zone
La Porte Reinvestment Zone
City of La Porte
P. O. Box 1115
LAPORTE. Texas 77572-1115
Attn: John Joems
B. Index
The City, LPISD and the La Porte Zone hereby agree to the terms and conditions of this
Agreement. This Agreement consists of the following sections:
Section
I.
Parties
I
II.
Definitions
5
m.
Background
6
IV.
Obligations ofLPISD
7
v.
Obligations of City and
La Porte Zone
11
VI.
Term and Termination
14
VIT.
Miscellaneous
15
c. Parts Incoroorated
All of the above described sections and documents are hereby incorporated into this Agreement
by this reference for all purposes.
IN WITNESS HEREOF, the City, LPISD and the La Porte Zone have made and executed this
Agreement in multiple copies. each of which is an original,
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crr;y OF LA PORTE
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Mayor Date
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City Manager
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Date
ATIEST/SEAL:
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~cretar; Date
APPROVED AS TO FORM:
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Date
LA PORTE INDEPENDENT SCHOOL DISTRICT
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REINVESTMENT ZONE NUMBER ONE
CITY OF LA PORTE, TEXAS (La Porte Zone)
By:~~?~~~+Z~-1-~q~
ATTEST/SEAL:
By ~at::L f'-Z[fj?
: S~, Board of Directors Date
[The remainder of this page is intentionally left blank.]
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IT. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set out below:
"Administrative Costs" means the costs of organizing the La Porte Zone, the costs of operating
the La Porte Zone and the imputed administrative costs associated with the La Porte Zone, including
reasonable charges, but not to exceed $25,000 each per year for the City and LPISD, for the time spent
by employees of the City and LPISD in connection with the implementation of the project plan,
"Agreement" means this agreement between the City, LPISD and the La Porte Zone,
"Agreement Tenn" is defined in Section VI.
"Captured Appraised Value" means the captured appraised value of the La Porte Zone as
defined by Chapter 311, Texas Tax Code.
"City" is defined in Section I of this Agreement and includes its successors and assigns.
"Educational Facilities" means the equipment, real property and other facilities including a
public school building, that are used or intended to be used jointly by the City and LPISD and that are
acquired. constructed or reconstructed pursuant to the Project Plan.
"La Porte Area" means the La Porte area of the City and neighboring areas. as more
particularly described in City of LA PORTE Ordinance No. 99-2325.
"La Porte Zone" means Reinvestment Zone Number One, City of La Porte, Texas (La Porte).
created by the City on May 24. 1999, expanded on August 9, 1999, and includes its successors and
assigns.
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"LPISD" is defined in Section I of this Agreement and includes its successors and assigns.
"LPISD Tax Increment Participation II means the amount of the LPISD tax levy on the
Captured Appraised Value which LPISD agrees to contribute to the La Porte Zone pursuant to
Subsections A, B and C of Section IV of this Agreement.
"Project Costs" means the costs identified as "project costs" in the Project Plan for the La Porte
Zone.
"Project Plan II means the project plan and the reinvestment zone financing plan for the La Porte
Zone adopted by the board of directors of the La Porte Zone and approved by the City Council of the
City on August 23. 1999, by Ordinance No. 2352, and as may be further amended from time to time.
"Tax Increment Fund" means the tax increment fund created by the City for the La Porte Zone.
Otherwise, the terms used herein shall have the meanings ascribed to them in Chapter 311,
Texas Tax Code, or the Texas Education Code, as applicable.
m. BACKGROUND
By Ordinance No. 99-2325, adopted May 24, 1999. the City created the La Porte Zone for the
purposes of development and redevelopment in the La Porte Area. The Board of Directors of the La
Porte Zone adopted a project plan and reinvestment zone financing plan, which was approved by the
City on August 23, 1999, by City of La Porte Ordinance No. 2352. The City currently contributes tax
increments produced in the La Porte Zone to the Tax Increment Fund. LPISD desires to participate in
the La Porte Zone in consideration for the agreements set forth below.
LPISD hereby acknowledges receipt of notice of the initial creation of the La Porte Zone prior
to May 31, 1999.
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N.OBLIGATIONSOFLP~D
A. Tax Increment Participation by LPISD
For and in consideration of the agreements of the parties set forth herein, and subject to the
remaining subsections of this section, LPISD agrees to participate in the La Porte Zone by contributing
one hundred percent (100%) of the tax increment produced in the La Porte Zone attributable to LPISD
to the Tax Increment Fund during the term of this Agreement.
B. Option to Reduce Participation
In circumstances where there is not a loss caused by a change in law such that Section lYE.
applies. upon written notice to the City. LPISD may reduce its LPISD Tax Increment Participation
from year to year and for any tax year beginning in January of the year after the notice is given and
subsequent years to a rate not less than $0.86 per $100 valuation. Any such reduction shall reduce the
aggregate amount paid to LPISD for Educational Facilities Project Costs pursuant to Section YC. by
the total aggregate amount of the reduction of tax increments paid to the City as a result of such
reduction in the LPISD Tax Increment Participation.
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C. Tax Increment Limitation
Subject to the limitations set out in this Agreement, the amount to be contributed by LPISD
(the "LPISD Tax Increment Participation") is the amount of taxes collected by LPISD each year during
the terms of this Agreement by levying a tax at a tax rate of $0,86 per $100 valuation on the Captured
Appraised Value. If the LPISD tax rate is less than $0.86 per $100 valuation, then the LPISD Tax
Increment Participation is the total amount of taxes collected by LPISD at the actual tax rate ofLPISD
on the Captured Appraised Value, Taxes collected by LPISD on the Captured Appraised value as a
result of an LPISD tax levy greater than the tax rate of $0.86 per $100 valuation shall be retained by
LPISD. Taxes collected by LPISD in any year on actual Captured Appraised Value that exceeds the
estimate of Captured Appraised Value for that year shown in the Project Plan approved before
September I, 1999 shall be retained by LPISD.
LPISD's Tax Increment Participation and obligation to participate in the La Porte Zone shall be
restricted to its tax increment collected on the Captured Appraised Value in the La Porte Zone.
LPISD shall not be obligated to pay its LPISD Tax Increment Participation from other LPISD taxes or
revenues until the LPISD Tax Increment Participation in the La Porte Zone is actually collected, The
obligation to pay the LPISD Tax Increment Participation shall accrue as taxes representing the LPISD
tax increment are collected by LPISD and payment shall be due as provided in section 311.0 13( c) of
the Texas Tax Code. Except as required by law, the City and the La Porte Zone agree that no interest
or penalty will be charged to LPISD for any late payment received from LPISD.
D. Shared Educational Facilities
LPISD agrees that the City will be permitted to use the grounds and facilities of any
Educational Facilities acquired, constructed or reconstructed with or financed by monies from the Tax
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Increment Fund, and that LPISD and the City will negotiate use agreements for such use. LPISD will
allow the City to use, at no cost to the City other than proportionate utility, maintenance and building
personnel costs of LPISD. ball fields, tennis courts and other outdoor recreational areas, indoor
recreational areas, lunchrooms. and other assembly areas of the Educational Facilities constructed with
or financed by monies from the Tax Increment Fund for municipal recreational and meeting purposes,
at all reasonable times to be agreed to by the City and LPISD that LPISD is not conducting school or
other related activities at the facilities. ,LPISD shall identify annually for the City and the La Porte Zone
those Educational Facilities that are required. constructed or reconstructed or financed with monies
from any City Reinvestment Zone created pursuant to Chapter 311 of the Texas Tax Code.
E. Changes in Applicable Laws
Notwithstanding any other provision of this Agreement. in the event and to the extent that
Texas law applicable to LPISD or tax increment reinvestment zones is changed subsequent to the
effective date of this Agreement, or there is any interpretation, ruling, order. decree or court decision
interpreting existing or subsequently enacted law applicable to LPISD or tax increment reinvestment
zones, whether administratively by the Texas Education Agency, the Comptroller of Public Accounts
of the State of Texas, the Attorney General of the State of Texas, or by a court of competent
jurisdiction, with the result that the participation of LPISD in the La Porte Zone decreases the
aggregate amount of the state and local funds available to or received in any school year by LPISD
during the term of this Agreement that would otherwise be available to or received by ~ISD in such
school year if LPISD was not participating in the La Porte Zone during that year. as determined by
LPISD subject to the review by the City as to the accuracy of the calculations, LPISD's Tax Increment
Participation shall, at the option of LPISD. be reduced in an amount equal to the amount of the
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decrease in the aggregate state and/or local funding available to or received in that school year by
LPISD during the term of this Agreement as a result of LPISD's participation in the La Porte Zone.
"State and local funds" for purposes of this section are defined in chapters 41, 42 and 46 of the
Education Code but do not include the amounts paid by LPISD into the Tax Increment Fund pursuant
to this agreement. Additionally. without limiting the foregoing, if any such ruling or interpretation does
not allow LPISD to exclude the value of new improvements to, or the increase in value of, properties
located in the La Porte Zone after September 1. 1999. from the calculations for state funding purposes,
then any such added value. at the option ofLPISD. shall not be included in the LPISD Tax Increment
Participation.
Nothing in the Section shall require the City or the La Porte Zone to pay LPISD Educational
Facilities Project Costs with any funds other than the position of the Tax Increment Fund attributable
to the LPISD Tax Increment Participation.
For any LPISD fiscal year that LPISD intends to decrease its participation in the La Porte Zone
pursuant to this Article, LPISD's calculation of the decrease will be provided to the City no later than
15 months following the end of such fiscal year, or six months following any such interpretation, ruling,
order or decree, and the City shall have 2 months to review LPISD's calculations. If LPISD submits
the calculation after the payment of its tax increment for the applicable year. the deductions shall be
made from LPISD's future payments ofLPISD Tax Increment Participation.
F. Expansion of La Porte Zone
LPISD's participation shall not extend to the tax increment on any additional property added to
the La Porte Zone by the City unless the Board ofTlllstees ofLPISD approves the participation.
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G. Board of Directors
LPISD shall have the unequivocal right to appoint to and maintain one (1) member on the La
Porte Zone Board of Directors. Failure ofLPISD to appoint a person to the Board of Directors of the
La Porte Zone by December 31, 1999, shall be deemed a waiver of LPISD's right to make an
appointment. LPISD may also appoint and maintain as many nonvoting ex officio members on the La
Porte Board of Directors as LPISD may desire.
v. OBLIGATIONS OF CIlY AND LA PORTE ZONE
A. Street Right of Way
To the extent requested by LPISD, the City and the La Porte Zone agree that monies from the
Tax Increment Fund shall be used, at no cost to LPISD, to pay to the City the following costs that
otherwise would be incurred by LPISD with respect to the construction and operation of any
educational facilities constructed by or on behalf of LPISD in the La Porte Zone pursuant to the
Project Plan: (a) the cost of abandonment of any street right of way by the City on behalf of LPISD and
(b) the cost of water and sewer utility connections and construction outside the boundaries of LPISD
property (collectively, "School Support Expenses"). The City shall use the proceeds obtained from
payments made pursuant to the preceding sentence for infrastructure improvements or other projects
identified in the La Porte Zone Project Plan.
B. Project Plan
The parties agree that the Superintendent of Schools of LPISD shall be pennitted to review
and comment upon any amendments to the La Porte Zone Project Plan before the amendments are
submitted to the City Council for City approval. Any La Porte Zone Project Plan shall provide
Educational Facilities Project Costs for LPISD Educational Facilities within the La Porte Zone or the
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City. The parties further agree that an amendment to the Project Plan occurring after September I,
1999, shall not apply to LPISD unless the Board of Trustees ofLPISD or its duly authorized designee
approves the amendment to the Project Plan, if the amendment to the Project Plan:
1. has the effect of directly or indirectly increasing the percentage or
amount of tax increment to be contributed by LPISD;
2. requires or authorizes the City to issue additional tax increment bonds
or notes; or
3. eliminates or reduces Educational Facilities Project Costs.
In the event the City and the La Porte Zone amend the Project Plan to provide for any portion
of the Tax Increment Fund to be used for costs of elementary or secondary school facilities for any
entity other than LPISD without the prior consent of the Board of Trustees of LPISD. LPISD shall
have the right to terminate this agreement. The City and the La Porte Zone shall not use any portion of
the LPISD Tax Increment Participation for the construction, renovation, repair, maintenance. lease,
purchase or financing of any educational facilities serving postsecondary students without the prior
written approval of the LPISD Superintendent of Schools, but may use the Tax Increment Participation
contributed by participating taxing units other than LPISD for such purposes, provided that a taxing
unit providing educational services to postsecondary students in such educational facilities contributes
100 percent of its tax increment produced in the La Porte Zone to the Tax Increment Fund from the
date of its participation until the termination of the La Porte Zone,
C. Financing and Construction of Educational Facilities
A portion of the LPISD Tax Increment Participation equal to the amount of taxes collected by
LPISD each year during the term of this Agreement by levying a tax at a rate of $0.86 per $100
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valuation on the Captured Appraised Value, and interest earned thereon, shall be applied to the
payment of non-educational facilities Project Costs. including Administrative Costs and School
Support Expenses. The remaining portion of the LPISD Tax Increment Participatiofl, and interest
earned thereon, shall be paid to LPISD by the City, the La Porte Zone or the La Porte Redevelopment
Authority on an annual basis to be used by LPISD for Educational Facilities Project Costs, within the
La Porte Zone or the City.
All funds paid to LPISD pursuant to this Section V.C. shall come from the La Porte Zone
LPISD Tax Increment Participation. Neither the City nor the La Porte Zone shall ever be obligated to
set aside for or pay to LPISD any funds other than LPISD's portion of funds derived from the La Porte
Zone, nor shall the City or the La Porte Zone ever be obligated to expend any funds other than funds
made available by LPISD after payment pursuant to this Section V.C. to finance, acquire. construct or
reconstruct any Educational Facilities Projects Costs.
D. Control of Educational Facilities
The parties agree that all decisions regarding location, acquisition, construction, reconstruction
and educational content ofLPISD educational facilities in or to serve the La Porte Zone will be in the
controlofLPISD. Nothing in this subsection shall be construed to relieve LPISD of the obligation to
comply with all City ordinances and regulations applicable to the construction and operation of any
educational facility by or on behalf ofLPISD.
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VI. TERM AND TERMINATION
A. AgreementTenn
This Agreement shall be effective as of August 31, 1999. and shall remain in effect until
December 31,2030, provided that LPISD shall have the option to terminate this Agreement effective
December 31,2018 by giving the City 30 days prior written notice ofLPISD's intention to terminate.
The first payment of increment taxes by LPISD under this Agreement shall be for those taxes levied by
LPISD in the year 2000 and the last payment by LPISD under this Agreement is for those taxes levied
by LPISD in the year 2029.
B. Early Tennination
The City shall not adopt an ordinance tenninating the La Porte Zone earlier than the duration
of the La Porte Zone established in Ordinance No. 99-2325, without the prior consent of LPISD,
provided that the La Porte Zone may otherwise terminate by operation of law.
C. Disposition of Tax Increments
Upon termination of the La Porte Zone, and if all Project Costs have been paid. the City and
the La Porte Zone shall pay to LPISD all monies including interest earned thereon remaining in the Tax
Increment Fund that are attributable to the LPISD Tax Increment Participation paid into the Tax
Increment Fund and shall pay to the City all monies, including interest earned thereon, then remaining
in the Tax Increment Fund attributable to the City.
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vn. MISCELLANEOUS
A. Severability
In the event any term, covenant or condition herein contained shall be held to be invalid by any
court of competent jurisdiction, such invalidity shall not affect any other term, covenant or condition
herein contained, provided that such invalidity does not materially prejudice either LPISD. the City or
the La Porte Zone in their respective rights and obligations contained in the valid terms, covenants or
conditions hereof.
In the event any term, covenant or condition shall be held invalid and affects in any manner the
limitations on LPISD's contributions or participation, then this Agreement shall be void as to LPISD
and LPISD shall have no liability for any incremental or other payments as may otherwise be provided
for in this Agreement.
B. Entire Agreement
This Agreement merges the prior negotiations and understandings of the parties hereto
and embodies the entire agreement of the parties, and there are no other agreements,
assurances, conditions, covenants (express or implied) or other terms with respect to the
covenants, whether written or verbal, antecedent or contemporaneous, with the execution
hereof.
C. Written Amendment
Unless otherwise provided herein, this Agreement may be amended only by written instrument
duly executed on behalf of each party.
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D. Notices
All notices required or permitted hereunder shall be in writing and shall be deemed delivered
when actually received or. if earlier. on the third (3rd) day following deposit in a United States Postal
Service post office or receptacle with proper postage affixed (certified mail, return receipt requested)
addressed to the respective other party at the address prescribed in Section I of this Agreement or at
such other address as the receiving party may have theretofore prescribed by notice to the sending
party.
E. Non-Waiver
Failure of any party hereto to insist on the strict perfonnance of any of the agreements herein
or to exercise any rights or remedies accruing hereunder upon default or failure of perfonnance shall
not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict
compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result
of any future default or failure of perfonnance.
F. Assignment
No party shall assign this Agreement at law or otherwise without the prior written consent of
the other parties.
No party shall delegate any portion of its perfonnance under this Agreement without the
written consent of the other parties.
G. Successors
This Agreement shall bind and benefit the parties and their legal successors. This Agreement
does not create any personal liability on the part of any officer or agent of the City or of any trustee.
officer, agent or employee ofLPISD.
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H. No Waiver of Immunity
No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees,
officers, employees. and agents as a result of its execution of this Agreement and performance of the
covenants contained herein.
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BOARD OF TRUSTEES
LA PORTE INDEPENDENT SCHOOL DISTRICT
Minutes
COpy
SpeciallWorkshop Meeting
Board Room, Administration Building
AugUst 24, 1999
Present:
Mike McLaughlin. Henrietta Allen, Bill Baker, Jay Guillot. and,
Gordon Westmoreland. Absent: Rachel Hampton and Charlie Perry.
Administrators:
Drs. Sawyer. Iles. Pitre. and Mike Clausen. David Webb, other
administrators and staff.
, I. OPENING
At. 6:00 pm. President McLaughlin called the meeting to order and
announced that a notice of the meeting had been posted in a IJ?anner
required by law, and that a quorum was present.
(President McLaughlin moved to the "Action" items in the BusinesslInstruction sections.)
ID. BUSINESS
2. Henrietta Allen moved, seconded by Bill Baker. to approve budget
amendments for the 1998-99 year as presented. Motion carried
unanimously., (Attached to bound minutes)
3. David Webb, Assistant Superintendent for Business. CFO. discussed
the proposed contract with Perdue. Brandon. Fielder, Collins & Mott
for a self-audit of taxable values used by the Comptroller's Office.
Perdue. et all is our delinquent tax collection agency. Approval will
. be scheduled at the September 14 regular meeting.
1. Bill Baker moved. seconded by Jay Guillot, to approve the lnterlocal
Participation Agreement with the City of La Porte for the TIRZ
Number One. Motion carried unanimously. (Attached to bound
minutes)
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IV. INSTRUCTION
1. Bill Baker moved. seconded by Henrietta Allen. to approve the
Ed-Flex Waivers. Motion carried unanimously. (Attached
to bound minutes)
ll. PRESENTATION
DR. GARY GORDON. of the Gallup organization. discussed results of
the District's 1999 Gallup Poll and pointed out the overall increases from
last year's poll. (Attached to bound minutes)
President McLaughlin solicited Trustees/Superintendent for specific Agenda items .
to be discussed in Closed Session. Mr. Baker requested adjourning to Closed
Session concerning a question he had on a personnel matter that had been reported '
in his packet.
At 7:02 pm, the Board recessed the Open Session to convene in Closed Session under
Section 551.074 for the purpose of considering the appointment, employment, evaluation,
reassignment, and duties, discipline or dismissal of a public ofticer(s) or employee (s),
or to hear complaints or charges against a public officer or employee.
At 7:37 pm, the Board adjourned the Closed Session and reconvened in Open Session.
V. OPERATIONS
Mr. Larry Purcell. Purcell Construction. addressed the Board concerning
the events and circumstances that occurred in trying to meet the July 19,
1999 deadline for completion of the La Porte Junior High renovations.
Mr. Gerald Hurley. Bay Architects. also requested time to speak at the next
Board meeting on September 10.
VI. TECHNOLOGY
Jim Schul. Executive Director for Technology, CIO, reported on the status of
current Telecommunications Infrastructure Fund (TIF) Grant. Mr. Schul
reported that the grant of some $159.999 would allow Rizzuto, Reid. and Bayshore
Elementary Schools to be wired with the districtwide network.
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VIn. ADJOURNMENT
At 8:10 pm. Bill Baker moved. seconded by Jay Guillot to adjourn the meeting~
Motion carried unanimously. .
President Mclaughlin reminded all of the TOWN HALL MEETING and Staff Goal
Update to be held on Thursday, September 2, 1999'in the Board Room.
VII. WORKSHOP
At 8:12 pm. Dr. Richard Griffin. Harris County Department of Education.
conducted a workshop for Board members on "Superintendent's Appraisal
Process. >>
In attendance were Henrietta Allen. Mike McLaughlin. Bill Baker. Jay
Guillot. and Gordon Westmoreland.
~W\\~~
MIKE McLAUGHLIN, P IDENT'
BOARD OF TRUSTEES OF THE
LA PORTE INDEPENDENT SCHOOL DISTRICT
Spec/Workshop Mtg. - 8/24/99
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