Ord. 1582 2019-08-26 CERTIFICATE FOR ORDINANCE NO.2019-
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA,FORT BEND AND HARRIS §
CITY OF PEARLAND §
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I, the undersigned officers of the City of Pearland, Texas (the "City"), hereby certify as •
follows:
1. The City Council of the City convened in a regular meeting on August 26, 2019, at the
regular meeting place thereof, within the City, and the roll was called of the duly constituted officers and
members of the City Council,to wit:
Tom Reid Mayor
J.David Little Mayor Pro Tern
Luke Orlando Councilmember
Derrick Reed Councilmember
Gary Moore Councilmember
Adrian Hernandez Councilmember
Trent Perez Councilmember
Woody Owens Councilmember
and all of such persons were present, except I p► L Ke-db , thus constituting a quorum. Whereupon,
among other business,the following was transacted at said meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS CERTIFICATES
OF OBLIGATION, SERIES 2019A;PRESCRIBING THE TERMS THEREOF;PROVIDING FOR THE
PAYMENT THEREOF; AWARDING THE SALE THEREOF; MAKING OTHER PROVISIONS
REGARDING SUCH CERTIFICATES AND MATTERS INCIDENT THERETO; AND DECLARING
AN EMERGENCY
(the "Ordinance") was duly introduced for the consideration of the City Council and read in full. It was
then duly moved and seconded that the Ordinance be adopted; and, after due discussion, such motion,
carrying with it the adoption of the Ordinance,prevailed and carried by the following vote:
AYES: NAYS: 3 ABSTENTIONS:
2. That a true,full and correct copy of the Ordinance adopted at the meeting described in the
above and foregoing paragraph is attached to and follows this certificate;that the Ordinance has been duly
recorded in the City Council's minutes of such meeting; that the above and foregoing paragraph is a true,
full and correct excerpt from the City Council's minutes of such meeting pertaining to the adoption of the -
Ordinance;that the persons named in the above and foregoing paragraph are the duly chosen,qualified and
acting officers and members of the City Council as indicated therein;that each of the officers and members
of the City Council was duly and sufficiently notified officially and personally, in advance, of the date,
hour,place and subject of the aforesaid meeting,and that the Ordinance would be introduced and considered •
for adoption at such meeting, and each of such officers and members consented, in advance,to the holding
of such meeting for such purpose; that such meeting was open to the public as required by law; and that
public notice of the date, hour, place and subject of such meeting was given as required by the Open
Meetings Law, Chapter 551,Texas Government Code.
L 154
SIGNED AND SEALED this '2 ,2019.
C-1KkOji-k,‘
267, 1
City Secretary Mayor P,• em
CITY OF PEARLAND, TEXAS CITY OF PEARLAND, TEXAS
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ORDINANCE NO. 2019-
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS CERTIFICATES
OF OBLIGATION, SERIES 2019A;PRESCRIBING THE TERMS THEREOF; PROVIDING FOR THE
PAYMENT THEREOF; AWARDING THE SALE THEREOF; MAKING OTHER PROVISIONS
REGARDING SUCH CERTIFICATES AND MATTERS INCIDENT THERETO; AND DECLARING
AN EMERGENCY
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,TEXAS:
ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1.1: Findings and Determinations. The City Council hereby officially finds and
determines that:
(a) The City of Pearland, Texas (the "City"), acting through its City Council, is authorized
pursuant to and in accordance with the provisions of Texas Local Government Code, Chapter 271,
Subchapter C, as amended(the"Act"),to issue certificates of obligation to provide all or part of the funds
to pay contractual obligations to be incurred for the construction of public works and the purchase of
materials, supplies, equipment, machinery, buildings, land and rights-of-way for authorized needs and
purposes and for the payment of contractual obligations for professional services, to wit: (i) construction .
and improvements to certain streets, roads and intersections within the City; (ii) certain improvements to
the Recreation Center and Natatorium Generator within the City; (iii) improvements to facilities for the
Orange Street Service Center; and (iv) professional services rendered in connection with the above listed
projects.
(b) The City Council authorized the publication of a notice of intention to issue Certificates of
Obligation, Series 2019A(the "Certificates")to the effect that the City Council was tentatively scheduled
to meet at 6:30 p.m. on August 26, 2019 at its regular meeting place to adopt an ordinance authorizing the
issuance of the Certificates to be payable from(i)an ad valorem tax levied,within the limits prescribed by
law, on the taxable property located within the City, and (ii)the revenues to be derived from the City's
water and sewer system(the"System")after the payment of all operation and maintenance expenses thereof
(the "Net Revenues") in an amount not to exceed $10,000, to the extent that ad valorem taxes are ever
insufficient or unavailable for such purposes, provided that the pledge of Net Revenues is and shall be
junior and subordinate in all respects to the pledge of Net Revenues to the payment of any obligation of the
City,whether authorized heretofore or hereafter,which the City designates as having a pledge senior to the
pledge of the Net Revenues to the payment of the Certificates.
(c) Such notice was published at the times and in the manner required by the Act. .
(d) No petition signed by at least five percent(5%)of the qualified voters of the City has been
filed with or presented to any official of the City protesting the issuance of such Certificates on or before
August 26,2019, or the date of passage of this Ordinance.
(e) The City has authorized the issuance of the Certificates in accordance with
Section 271.047(d),Texas Local Government,which provides that the City may not authorize the issuance
of the Certificates if a bond proposition to authorize the issuance of bonds for the same purpose was • . .
submitted to the voters during the preceding three years and failed to be approved.
(f) - The City has determined that it is in the best interests of the City and that it is otherwise
desirable to issue the Certificates to provide all or part of the funds to pay contractual obligations to be
incurred for the purposes authorized by the Act.
ARTICLE II
DEFINITIONS AND INTERPRETATIONS
Section 2.1: Definitions. As used herein,the following terms shall have the meanings specified,
unless the context clearly indicates otherwise:
"Act" shall mean Texas Local Government Code, Chapter 271, Subchapter C, as amended.
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"Attorney General" shall mean the Attorney General of the State of Texas.
"Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of Representations
between the City,the Registrar and DTC.
"Certificate" or"Certificates" shall mean any or all of the City of Pearland, Texas Certificates of
Obligation, Series 2019A, authorized by this Ordinance.
"City"shall mean the City of Pearland,Texas and,where appropriate, its City Council.
"City Council"shall mean the governing body of the City.
"Code" shall mean the Internal Revenue Code of 1986,as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas.
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"Debt Service Fund" shall mean the Certificates of Obligation, Series 2019A Debt Service Fund S
established by the City and described in section 5.2 of this Ordinance.
"DTC"means The Depository Trust Company of New York,New York,or any successor securities
depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants. :
"Fiscal Year"shall mean the City's then designated fiscal year,which currently is the twelve-month
period beginning on the first day of October of a calendar year and ending on the last day of September of
the next succeeding calendar year and each such period may be designated with the number of the calendar
year in which such period ends.
"Interest Payment Date,"when used in connection with any Certificate,shall mean March 1,2020,
and each September 1 and March 1 thereafter until maturity or earlier redemption of such Certificate.
"MSRB"means the Municipal Securities Rulemaking Board.
"Ordinance" shall mean this Ordinance and all amendments hereof and supplements hereto.
"Outstanding",when used with reference to the Certificates, shall mean, as of a particular date, all
Certificates theretofore and thereupon delivered pursuant to this Ordinance except: (a)any Certificates
canceled by or on behalf of the City at or before such date; (b)any Certificates defeased pursuant to the
defeasance provisions of this Ordinance or otherwise defeased as permitted by applicable law; and(c)any
Certificates in lieu of or in substitution for which a replacement Certificate shall have been delivered
pursuant to this Ordinance.
"Paying Agent/Registrar" shall mean Wells Fargo Bank, N.A., Minneapolis, Minnesota and its
successors in that capacity.
"Paying Agent/Registrar Agreement" shall mean the agreement between the City and the Paying
Agent/Registrar as described more particularly in Section 6.1 hereof.
"Record Date"shall mean the close of business on the 15th day of the calendar month immediately
preceding the applicable Interest Payment Date.
"Register"shall mean the registration books for the Certificates kept by the Paying Agent/Registrar
in which are maintained the names and addresses of, and the principal amounts registered to, each
Registered Owner of Certificates.
"Registered Owner"shall mean the person or entity in whose name any Certificate is registered in
the Register.
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC"means the United States Securities and Exchange Commission.
"Underwriter" shall mean the entity or entities specified in Section 7.1 hereof.
Section 2.2: Interpretations. All terms defined herein and all pronouns used in this Ordinance
shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the
articles and sections of this Ordinance have been inserted for convenience of reference only and are not to
be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof
This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes
set forth herein and to sustain the validity of the Certificates and the validity of the levy of ad valorem taxes
to pay the principal of and interest on the Certificates.
ARTICLE III
TERMS OF THE CERTIFICATES
Section 3.1: Amount, Purpose and Authorization. The Certificates shall be issued in fully
registered form, without coupons, under and pursuant to the authority of the Act in the total authorized
aggregate principal amount of FOUR MILLION FOUR HUNDRED SIXTY FIVE THOUSAND
DOLLARS ($4,465,000)for the purpose of providing all or part of the funds to pay contractual obligations
to be incurred for the purposes described in paragraph 1.1(a)hereof.
Section 3.2: Designation, Date and Interest Payment Dates. The Certificates shall be
designated as the "City of Pearland, Texas Certificates of Obligation, Series 2019A," and shall be dated
September 1, 2019. The Certificates shall bear interest at the rates set forth in Section 3.3 below, from the
later of date of delivery or the most recent Interest Payment Date to which interest has been paid or duly
provided for,calculated on the basis of a 360-day year of twelve 30-day months,payable on March 1,2020,
and each September 1 and March 1 thereafter until maturity or earlier redemption.
If interest on any Certificate is not paid on any Interest Payment Date and continues unpaid for
thirty(30)days thereafter,the Paying Agent/Registrar shall establish a new record date for the payment of
such interest,to be known as a Special Record Date. The Paying Agent/Registrar shall establish a Special
Record Date when funds to make such interest payment are received from or on behalf of the City. Such
Special Record Date shall be fifteen(15)days prior to the date fixed for payment of such past due interest,
and notice of the date of payment and the Special Record Date shall be sent by United States mail, first
class, postage prepaid, not later than five (5)days prior to the Special Record Date, to each affected
Registered Owner as of the close of business on the day prior to mailing of such notice. .
Section 3.3: Numbers, Initial Certificates, Denomination, Interest Rates and Maturities. The
Certificates shall be issued bearing the numbers, in the principal amounts and bearing interest at the rates
set forth in the following schedule,and may be transferred and exchanged as set out in this Ordinance. The
Certificates shall mature on March 1 in each of the years and in the amounts set out in such schedule. The
Initial Certificate shall be numbered I-1 and all other Certificates shall be numbered in sequence beginning
with R-1. Certificates delivered in transfer of or in exchange for other Certificates shall be numbered in
order of their authentication by the Paying Agent/Registrar, shall be in the denomination of $5,000 or
integral multiples thereof and shall mature on the same date and bear interest at the same rate as the
Certificate or Certificates in lieu of which they are delivered. . .
Certificate Year of Principal
Number Maturity Amount Interest Rate
R-1 2020 $225,000 .3.000% .
R-2 2021 225,000 3.000
R-3 2022 225,000 3.000
R-4 2023 225,000 3.000
R-5 2024 220,000 3.000
R-6 2025 225,000 3.000
R-7 2026 220,000 3.000
R-8 2027 225,000 3.000
R-9 2028 225,000 4.000 .
R-10 2029 220,000 4.000 .
•R-11 2030 225,000 4.000
R-12 2031 225,000 4.000 '•
R-13 2032 225,000 4.000
R-14 2033 225,000 4.000
R-15 2034 220,000 4.000
R-16 2035 220,000 4.000
R-17 . 2036 225,000 4.000
R-18 2037 220,000 4.000
R-19 2038 220,000 4.000
R-20 2039 225,000 4.000
A
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Section 3.4: Execution of Certificates; Seal. (a) The Certificates shall be signed on behalf of
the City by the Mayor or Mayor Pro Tern and countersigned by the City Secretary, by their manual,
lithographed, or facsimile signatures, and the official seal of the City shall be impressed or placed in
facsimile thereon. Such facsimile signatures on the Certificates shall have the same effect as if each of the
Certificates had been signed manually and in person by each of said officers,and such facsimile seal on the
Certificates shall have the same effect as if the official seal of the City had been manually impressed upon
each of the Certificates. •
(b) If any officer of the City whose manual or facsimile signature shall appear on the
Certificates shall cease to be such officer before the authentication of such Certificates or before the delivery
of such Certificates, such manual or facsimile signature shall nevertheless be valid and sufficient for all
purposes as if such officer had remained in such office.
(c) Except as provided below,no Certificate shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Ordinance unless and until there appears thereon the Registrar's
Authentication Certificate substantially in the form provided herein, duly authenticated by manual
execution by an officer or duly authorized signatory of the Registrar. In lieu of the executed Registrar's
Authentication Certificate described above, the Initial Certificate delivered at the Closing Date shall have
attached hereto the Comptroller's Registration Certificate substantially in the form provided herein,
manually executed by the Comptroller,or by his duly authorized agent,which certificate shall be evidence
that the Initial Certificate has been duly approved by the Attorney General of the State of Texas and that it
is a valid and binding obligation of the City, and has been registered by the Comptroller.
Section 3.5: Redemption Prior to Maturity. (a) Optional Redemption. The Certificates
maturing on and after March 1,2030, are subject to redemption prior to maturity, at the option of the City,
in whole or in part, on March 1, 2029, or any date thereafter, at par plus accrued interest to the date fixed
for redemption.
(b) Certificates may be redeemed in part only in integral multiples of$5,000. If a Certificate
subject to redemption is in a denomination larger than $5,000, a portion of such Certificate may be .
redeemed, but only in integral multiples of$5,000. In selecting portions of Certificates for redemption,
each Certificate shall be treated as representing that number of Certificates of$5,000 denomination which
is obtained by dividing the principal amount of such Certificate by$5,000. Upon presentation and surrender
of any Certificate for redemption in part,the Paying Agent/Registrar, in accordance with the provisions of
this Ordinance, shall authenticate and deliver in exchange therefor a Certificate or Certificates of like
maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the
Certificate so surrendered. .
(c) Notice of any redemption, identifying the Certificates or portions thereof to be redeemed,
shall be sent by United States mail, first class, postage prepaid, to the Registered Owners thereof at their
addresses as shown on the Register,not less than thirty(30) days before the date fixed for such redemption.
By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for the
payment of the redemption price of the Certificates called for redemption. If such notice of redemption is
given, and if due provision for such payment is made, all as provided above,the Certificates which are to
be so redeemed thereby automatically shall be redeemed prior to their scheduled maturities,they shall not
bear interest after the date fixed for redemption,and they shall not be regarded as being Outstanding except
for the purpose of being paid with the funds so provided for such payment. .
(d) The City reserves the right to give notice of its election or direction to optionally redeem
Certificates conditioned upon the occurrence of subsequent events. Such notice may state (i)that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to
the amount necessary to effect the redemption,with the Paying Agent/Registrar,or such other entity as may
be authorized by law,no later than the redemption date or(ii)that the City retains the right to rescind such
notice at any time prior to the scheduled redemption date if the City delivers a certificate of the City to the
Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice, and such
notice of redemption shall be of no effect if such moneys and/or authorized securities are no so deposited
or if the notice is rescinded.The Paying Agent/Registrar shall give prompt notice of any such rescission of
a conditional notice of redemption to the affected owners. Any Certificates subject to conditional
redemption where redemption has been rescinded shall remain Outstanding.
Section 3.6: Manner of Payment, Characteristics, Execution and Authentication. The Paying
Agent/Registrar is hereby appointed the agent for the Certificates. The Certificates shall be payable, shall
have the characteristics and shall be executed, sealed, registered and authenticated, all as provided and in
the manner indicated in the FORM OF CERTIFICATES set forth in Article IV of this Ordinance. If any
officer of the City whose manual or facsimile signature shall appear on the Certificates shall cease to be
such officer before the authentication of the Certificates or before the delivery of the Certificates, such
manual or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such officer
had remained in such office. .
The approving legal opinion of Orrick, Herrington & Sutcliffe LLP, Houston, Texas, Certificate
Counsel, may be printed on the back of the Certificates over the certification of the City Secretary,which
may be executed in facsimile but errors or omissions in the printing of the opinion shall have no effect on
the validity of the Certificates.
The City may secure identification numbers through CUSIP Global Services, managed on behalf . .
of the American Bankers Association by Standard&Poor's Financial Services LLC,and may authorize the
printing of such numbers on the face of the Certificates. It is expressly provided,however,that the presence
or absence of CUSIP numbers on the Certificates shall be of no significance or effect in regard to the legality
thereof and neither the City nor the attorneys approving said Certificates as to legality are to be held . .
responsible for CUSIP numbers incorrectly printed on the Certificates.
Section 3.7: Authentication. Except for the Certificates to be initially issued, which need not
be authenticated by the Registrar,only such Certificates as shall bear thereon a certificate of authentication,
substantially in the form provided in Article IV of this Ordinance, manually executed by an authorized
representative of the Paying Agent/Registrar, shall be entitled to the benefits of this Ordinance or shall be
valid or obligatory for any.purpose. Such duly executed certificate of authentication shall be conclusive
evidence that the Certificate so authenticated was delivered by the Paying Agent/Registrar hereunder.
Section 3.8: Ownership. The City,the Paying Agent/Registrar and any other person may treat
the person in whose name any Certificate is registered as the absolute owner of such Certificate for the
purpose of making and receiving payment of the principal thereof and interest thereon and for all other
purposes, whether or not such Certificate is overdue, and neither the City nor the Paying Agent/Registrar .
shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be
the Registered Owner of any Certificate in accordance with this Section shall be valid and effective and
shall discharge the liability of the City and the Paying Agent/Registrar upon such Certificate to the extent
of the sums paid. .
Section 3.9: Registration, Transfer and Exchange. The Paying Agent/Registrar is hereby
appointed the registrar for the Certificates. So long as any Certificate remains Outstanding, the Paying
Agent/Registrar shall keep the Register at its office in Houston,Texas in which, subject to such reasonable
regulations as it may prescribe,the Paying Agent/Registrar shall provide for the registration and transfer of • .
the Certificates in accordance with the terms of this Ordinance.
Each Certificate shall be.transferable only upon the presentation and surrender thereof at the
principal corporate trust office of the Paying Agent/Registrar,accompanied by an assignment duly executed
by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent/Registrar.
Upon due presentation of any Certificate for transfer, the Paying Agent/Registrar shall authenticate and
deliver in exchange therefor, within seventy-two (72)hours after such presentation, a new Certificate or
Certificates,registered in the name of the transferee or transferees, in authorized denominations and of the
same maturity and aggregate principal amount and bearing interest at the same rate as the Certificate or
Certificates so presented and surrendered.
All Certificates shall be exchangeable upon the presentation and surrender thereof at the principal
corporate trust office of the Paying Agent/Registrar for a Certificate or Certificates, maturity and interest
rate and in any authorized denomination, in an aggregate principal amount equal to the unpaid principal
amount of the Certificate or Certificates presented for exchange. The Paying Agent/Registrar shall be and
is hereby authorized to authenticate and deliver exchange Certificates in accordance with the provisions of
this Section. Each Certificate delivered by the Paying Agent/Registrar in accordance with this Section shall
be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates
in lieu of which such Certificate is delivered.
All Certificates issued in transfer or exchange shall be delivered to the Registered Owners thereof
at the principal corporate trust office of the Paying Agent/Registrar or sent by United States mail,first class,
postage prepaid.
The City or the Paying Agent/Registrar may require the Registered Owner of any Certificate to pay
a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the
transfer or exchange of such Certificate. Any fee or charge of the Paying Agent/Registrar for such transfer
or exchange shall be paid by the City.
The Paying Agent/Registrar shall not be required to transfer or exchange any Certificate called for
redemption in whole or in part during the forty-five(45)day period immediately prior to the date fixed for
redemption; provided, however, that this restriction shall not apply to the transfer or exchange by the
Registered Owner of the unredeemed portion of a Certificate called for redemption in part.
Section 3.10: Replacement Certificates. Upon the presentation and surrender to the Paying
Agent/Registrar of a damaged or mutilated Certificate, the Paying Agent/Registrar shall authenticate and
deliver in exchange therefor a replacement Certificate, of the same maturity, interest rate and principal
amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar
may require the Registered Owner of such Certificate to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith and any other expenses connected
therewith, including the fees and expenses of the Paying Agent/Registrar and the City.
If any Certificate is lost, apparently destroyed or wrongfully taken, the City, pursuant to the
applicable laws of the State of Texas and ordinances of the City,and in the absence of notice or knowledge
that such Certificate has been acquired by a bona fide purchaser, shall execute, and the Paying
Agent/Registrar shall authenticate and deliver,a replacement Certificate of the same maturity, interest rate
and principal amount, bearing a number not contemporaneously outstanding, provided that the Registered
Owner thereof shall have:
(a) furnished to the City and the Paying Agent/Registrar satisfactory evidence of the ownership
of and the circumstances of the loss,destruction or theft of such Certificate;
(b) furnished such security or indemnity as may be required by the Paying Agent/Registrar and
the City to save and hold them harmless;
(c) paid all expenses and charges in connection therewith, including, but not limited to,
printing costs,legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that
may be imposed; and
(d) met any other reasonable requirements of the City and the Paying Agent/Registrar.
If,after the delivery of such replacement Certificate,a bona fide purchaser of the original Certificate in lieu
of which such replacement Certificate was issued presents for payment such original Certificate, the City
and the Paying Agent/Registrar shall be entitled to recover such replacement Certificate from the person to
whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or
expense incurred by the City or the Paying Agent/Registrar in connection therewith. . .
If any such mutilated, lost, apparently destroyed or wrongfully taken Certificate has become or is
about to become due and payable,the City in its discretion may,instead of issuing a replacement Certificate,
authorize the Paying Agent/Registrar to pay such Certificate.
Each replacement Certificate delivered in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which
such replacement Certificate is delivered. .
Section 3.11: Cancellation. All Certificates paid or redeemed in accordance with this Ordinance,
and all Certificates in lieu of which exchange Certificates or replacement Certificates are authenticated and
delivered in accordance herewith, shall be canceled and destroyed upon the making of proper records
regarding such payment or redemption. The Paying Agent/Registrar shall periodically furnish the City with
certificates of destruction of such Certificates.
Section 3.12: Book-Entry Only System. (a) The Initial Certificate shall be registered in the
name of the Underwriter. Except as provided in Section 3.12 hereof,all other Certificates shall be registered
in the name of Cede& Co., as nominee of DTC.
(b) With respect to Certificates registered in the name of Cede&Co.,as nominee of DTC,the
City and the Registrar shall have no responsibility or obligation to any DTC Participant or to any person on .
behalf of whom such DTC Participant holds an interest in the Certificates, except as provided in this
Ordinance. Without limiting the immediately preceding sentence,the City and the Registrar shall have no
responsibility or obligation with respect to(i)the accuracy of the records of DTC,Cede&Co. or any DTC
Participant with respect to any ownership interest in the Certificates,(ii)the delivery to any DTC Participant
or any other person, other than an Owner, as shown on.the Register, of any notice with respect to the . .
Certificates, including any notice of redemption, or (iii)the payment to any DTC Participant or any other
person,other than an Owner,as shown on the Register,of any amount with respect to principal of,premium,
if any,or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary,
the City and the Registrar shall be entitled to treat and consider the person in whose name each Certificate
is registered in the Register as the absolute Owner of such Certificate for the purpose of payment of principal
of and interest on the Certificates, for the purpose of giving notices of redemption and other matters with
respect to such Certificate, for the purpose of registering transfer with respect to such Certificate, and for
all other purposes whatsoever. The Registrar shall pay all principal of,premium, if any,and interest on the
Certificates only to or upon the order of the respective Owners,as shown in the Register as provided in this
Ordinance,or their respective attorneys duly authorized in writing,and all such payments shall be valid and • .
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effective.to fully satisfy and discharge the City's obligations with respect to payments of principal,
premium, if any, and interest on the Certificates to the extent of the sum or sums so paid. No person other
than an Owner,as shown in the Register, shall receive a Certificate evidencing the obligation of the City to
make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
and subject to the provisions of this Ordinance with respect to interest checks being mailed to the Owner
of record as of the Record Date,the phrase"Cede&Co."in this Ordinance shall refer to such new nominee
of DTC.
Section 3.13: Successor Securities Depository; Transfer Outside Book-Entry Only System. In
the event that the City in its sole discretion,determines that the beneficial owners of the Certificates be able
to obtain certificated Certificates, or in the event DTC discontinues the services described herein,the City
shall (i)appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934,as amended,notify DTC and DTC Participants,as identified by DTC,
of the appointment of such successor securities depository and transfer one or more separate Certificates to
such successor securities depository or(ii)notify DTC and DTC Participants, as identified by DTC, of the
availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants
having Certificates credited to their DTC accounts, as identified by DTC. In such event, the Certificates
shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of .
DTC, but may be registered in the name of the successor securities depository, or its nominee, or in
whatever name or names Owners transferring or exchanging Certificates shall designate, in accordance
with the provisions of this Ordinance.
Section 3.14: Payments to Cede & Co. Notwithstanding any other provision of this Ordinance
to the contrary, so long as any Certificates are registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of,premium, if any, and interest on such Certificates, and all notices
with respect to such Certificates, shall be made and given, respectively, in the manner provided in the
Blanket Letter of Representations.
ARTICLE IV
FORM OF CERTIFICATES
The Certificates, including the Form of Comptroller's Registration Certificate, Form of Paying
Agent/Registrar Authentication Certificate, and Form of Assignment, shall be in substantially the form set
forth in Exhibit A hereto,with such omissions, insertions and variations as may be necessary or desirable,
and not prohibited by this Ordinance.
ARTICLE V
SECURITY FOR THE CERTIFICATES
Section 5.1: Pledge and Levy of Taxes and Revenues. (a) To provide for the payment of
principal of and interest on the Certificates,there is hereby levied,within the limits prescribed by law, for
the current year and each succeeding year thereafter, while the Certificates or any part of the principal
thereof and the interest thereon remain outstanding and unpaid,an ad valorem tax upon all taxable property
within the City sufficient to pay the interest on the Certificates and to create and provide a sinking fund of
not less than 2% of the principal amount of the Certificates or not less than the principal payable out of . • .
such tax, whichever is greater, with full allowance being made for tax delinquencies and the costs of tax
collection, and such taxes,when collected, shall be applied to the payment of principal of and interest on
the Certificates by deposit to the Debt Service Fund and to no other purpose.
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(b) The City hereby declares its purpose and intent to provide and levy a tax legally sufficient
to pay the principal of and interest on the Certificates, it having been determined that the existing and
available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax. As
long as any Certificates remain outstanding,all moneys on deposit in,or credited to,the Debt Service Fund
shall be secured by a pledge of security, as provided by law for cities in the State of Texas.
•
(c) In addition, pursuant to the authority of Chapter 1502, Texas Government Code, as
amended,the City also hereby pledges the revenues to be derived from the City's water and sewer system,
after the payment of all operation and maintenance expenses thereof(the"Net Revenues"), in an amount
not to exceed$10,000,to the payment of the principal of and interest on the Certificates,provided that the
pledge of Net Revenues is and shall be junior and subordinate in all respects to the pledge of Net Revenues
to the payment of any obligation of the City, whether authorized heretofore or hereafter, which the City
designates as having a pledge senior to the pledge of the Net Revenues to the payment of the Certificates.
The City also reserves the right to issue, for any lawful purpose at any time, in one or more installments,
bonds, certificates of obligation and other obligations of any kind, secured in whole or in part by a pledge
of Net Revenues, that may be prior and superior in right to, on a parity with, or junior and subordinate to
the pledge of Net Revenues securing the Certificates.
Section 5.2: Debt Service Fund. The Certificates of Obligation, Series 2019A Debt Service
Fund(the"Debt Service Fund")is hereby created as a special fund solely for the benefit of the Certificates.
The City shall establish and maintain such fund at an official City depository and shall keep such fund
separate and apart from all other funds and accounts of the City. Any amount on deposit in the Debt Service
Fund shall be maintained by the City in trust for the Registered Owners of the Certificates. Such amount,
plus any other amounts deposited by the City into such fund and any and all investment earnings on amounts
on deposit in such fund, shall be used only to pay the principal of, premium, if any, and interest on the
Certificates.
Section 5.3: Further Proceedings. After the Certificates to be initially issued have been
executed,it shall be the duty of the Mayor or Mayor Pro Tem to deliver the Certificates to be initially issued
and all pertinent records and proceedings to the Attorney General for examination and approval. After the
Certificates to be initially issued shall have been approved by the Attorney General,they shall be delivered
to the Comptroller for registration. Upon registration of the Certificates to be initially issued, the
Comptroller(or a deputy lawfully designated in writing to act for the Comptroller) shall manually sign the
Comptroller's registration certificate prescribed herein to be affixed or attached to the Certificates to be
initially issued, and the seal of said Comptroller shall be impressed, or placed in facsimile,thereon.
ARTICLE VI
CONCERNING THE PAYING AGENT/REGISTRAR
Section 6.1: Acceptance. Wells Fargo Bank, N.A., Minneapolis, Minnesota is hereby
• appointed as the initial Paying Agent/Registrar for the Certificates pursuant to the terms and provisions of
the Paying Agent/Registrar Agreement by and between the City and the Paying Agent/Registrar. The
• Paying Agent/Registrar Agreement shall be substantially in the form attached hereto as Exhibit B,the terms
and provisions of which are hereby approved, and the Mayor or Mayor Pro Tem is hereby authorized to
execute and deliver such Paying Agent/Registrar Agreement on behalf of the City in multiple counterparts
and the City Secretary is hereby authorized to attest thereto and affix the City's seal. Such initial Paying
Agent/Registrar and any successor Paying Agent/Registrar, by undertaking the performance of the duties
of the Paying Agent/Registrar hereunder, and in consideration of the payment of any fees pursuant to the
terms of any contract between the Paying Agent/Registrar and the City and/or the deposits of money
pursuant to this Ordinance,shall be deemed to accept and agree to abide by the terms of this Ordinance.
• .
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Section 6.2: Trust Funds. All money transferred to the Paying Agent/Registrar in its capacity
as Paying Agent/Registrar for the Certificates under this Ordinance(except any sums representing Paying
Agent/Registrar's fees)shall be held in trust for the benefit of the City,shall be the property of the City and
shall be disbursed in accordance with this Ordinance.
Section 6.3: Certificates Presented. Subject to the provisions of Section 6.4, all matured
Certificates presented to the Paying Agent/Registrar for payment shall be paid without the necessity of
further instructions from the City. Such Certificates shall be canceled as provided herein.
Section 6.4: Unclaimed Funds Held by the Paying Agent/Registrar. Funds held by the Paying
Agent/Registrar that represent principal of and interest on the Certificates remaining unclaimed by the
Registered Owner thereof after the expiration of three years from the date such funds have become due and
payable (a)shall be reported and disposed of by the Paying Agent/Registrar in accordance with the
provisions of Title 6 of the Texas Property Code, as amended,to the extent such provisions are applicable
to such funds, or(b)to the extent such provisions do not apply to the funds,such funds shall be paid by the
Paying Agent/Registrar to the City upon receipt by the Paying Agent/Registrar of a written request therefor
from the City.
The Paying Agent/Registrar shall have no liability to the Registered Owners of the Certificates by
virtue of actions taken in compliance with this Section.
Section 6.5: Paying Agent/Registrar May Own Certificates. The Paying Agent/Registrar in its
individual or any other capacity, may become the owner or pledgee of Certificates with the same rights it
would have if it were not the Paying Agent/Registrar.
Section 6.6: Successor Paying Agents/Registrars. The City covenants that at all times while
any Certificates are Outstanding it will provide a legally qualified bank,trust company,financial institution
or other agency to act as Paying Agent/Registrar for the Certificates. The City reserves the right to change
the Paying Agent/Registrar for the Certificates on not less than sixty(60) days' written notice to the Paying
Agent/Registrar, as long as any such notice is effective not less than 60 days prior to the next succeeding
principal or interest payment date on the Certificates. Promptly upon the appointment of any successor
Paying Agent/Registrar,the previous Paying Agent/Registrar shall deliver the Register or a copy thereof to
the new Paying Agent/Registrar, and the new Paying Agent/Registrar shall notify each Registered Owner,
by United States mail, first class, postage prepaid, of such change and of the address of the new Paying
Agent/Registrar. Each Paying Agent/Registrar hereunder, by acting in that capacity, shall be deemed to .
have agreed to the provisions of this Ordinance.
ARTICLE VII
PROVISIONS CONCERNING SALE AND
APPLICATION OF PROCEEDS OF CERTIFICATES
Section 7.1: Sale of Certificates. The Certificates are hereby sold and shall be delivered to the
Underwriters, Raymond James, Frost Bank, N.A. and UBS Financial Services Inc. at a price of
$5,005,637.90 (which is the par amount of the Certificates plus a net premium on the Certificates of
$574,125.40 and less an underwriter's discount of $33,487.50), in accordance with the terms of the
Purchase Contract of even date herewith, attached hereto as Exhibit C, presented to and hereby approved
by the City Council,which price and terms are hereby found and determined to be the most advantageous
reasonably obtainable by the City and produced the lowest net effective interest rate. The Mayor, Mayor
Pro Tern or Director of Finance is hereby authorized and directed to executed the Purchase Contract on
behalf of the City, and the Mayor,Mayor Pro Tern, City Secretary,City Manager,Director of Finance and .
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other appropriate officials of the City are hereby authorized to do any and all things necessary or desirable
to satisfy the conditions set out therein and to provide for the issuance and delivery of the Certificates.
Section 7.2: Approval, Registration and Delivery. The Mayor or Mayor Pro Tern is hereby
authorized to have control and custody of the Certificates and all necessary records and proceedings
pertaining thereto pending•their delivery, and the Mayor and other officers and employees of the City are
hereby authorized and directed to make such certifications and to execute such instruments as may be
• necessary to accomplish the delivery of the Certificates and to assure the investigation, examination and
approval thereof by the Attorney General and the registration of the initial Certificates by the Comptroller.
Upon registration of the Certificates,the Comptroller(or the Comptroller's certificates clerk or an assistant
certificates clerk lawfully designated in writing to act for the Comptroller) shall manually sign the
Comptroller's Registration Certificates prescribed herein to be attached or affixed to each Certificates
initially delivered and the seal of the Comptroller shall be impressed or printed or lithographed thereon.
Section 7.3: Application of Proceeds of Certificates. Proceeds from the sale of the Certificates
shall,promptly upon receipt by the City,be applied as follows:
(1) Accrued interest, if any, shall be deposited into the Debt Service Fund created in
Section 5.2 of this Ordinance;
(2) Net premium in the amount of$33,487.50 shall be applied to pay underwriter's
discount and in the amount of$43,261.90 shall be applied to pay expenses arising in connection
with the issuance of the Certificates;
(3) The remaining proceeds shall be applied,together with other funds of the City,to
provide funds to pay contractual obligations to be incurred for the purposes set forth in Section 3.1
of this Ordinance.
Section 7.4: Tax Exemption. The City intends that the interest on the Certificates shall be
excludable from gross income of the owners thereof for federal income tax purposes pursuant to
Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended,(the"Code")and all
applicable temporary, proposed and final regulations (the "Regulations") and procedures promulgated
thereunder and applicable to the Certificates. For this purpose,the City covenants that it will monitor and
control the receipt, investment, expenditure and use of all gross proceeds of the Certificates (including all
property,the acquisition,construction or improvement of which is to be financed directly or indirectly with
the proceeds of the Certificates)and take or omit to take such other and further actions as may be required
by Sections 103 and 141 through 150 of the Code and the Regulations to cause the interest on the .
Certificates to be and remain excludable from the gross income, as defined in Section 61 of the Code, of
the owners of the Certificates for federal income tax purposes. Without limiting the generality of the
foregoing,the City shall comply with each of the following covenants:
(a) The City shall not use,permit the use of or omit to use Gross Proceeds or any other amounts
(or any property the acquisition, construction or improvement of which is to be financed directly or
indirectly with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause the •
interest on any Certificate to become includable in the gross income, as defined in Section 61 of the Code,
of the owner thereof for federal income tax purposes. Without limiting the generality of the.foregoing,
unless and until the City shall have received a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the
exemption from federal income tax of the interest on any Certificate,the City shall comply with each of the
specific covenants in this Section.
•
(b) Except as permitted by Section 141 of the Code and the regulations and rulings thereunder,
the City shall, at all times prior to the last stated maturity of the Certificates,
(1) exclusively own,operate, and possess all property the acquisition,construction,or
improvement of which is to be financed directly or indirectly with Gross Proceeds of such series
of the Certificates and not use or permit the use of such Gross Proceeds or any property acquired,
constructed, or improved with such Gross Proceeds in any activity carried on by any person or
entity other than a state or local government,unless such use is solely as a member of the general
public, or
(2) not directly or indirectly impose or accept any charge or other payment for use of
Gross Proceeds of such series of the Certificates or any property the acquisition, construction or
improvement of which is to be financed directly or indirectly with such Gross Proceeds.
(c) Except to the extent permitted by Section 141 of the Code and the regulations and rulings
thereunder,the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person
or entity other than a state or local government. For purposes of the foregoing covenant, Gross Proceeds
are considered to be"loaned"to a person or entity if(1)property acquired, constructed or improved with
Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal
income tax purposes, (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or burdens and
benefits of ownership, of such Gross Proceeds or such property are otherwise transferred in a transaction
which is the economic equivalent of a loan.
(d) Except to the extent permitted by Section 148 of the Code and the regulations and rulings
thereunder,the City shall not,at any time prior to the earlier of the final stated maturity or final payment of
the Refunded Obligations, directly or indirectly invest Gross Proceeds of such Certificates in any
Investment(or use such Gross Proceeds to replace money so invested),if as a result of such investment the
Yield of all Investments allocated to such Gross Proceeds whether then held or previously disposed of,
exceeds the Yield on the Refunded Obligations.
(e) Based on all of the facts and estimates now known or reasonably expected to be in existence
on the date the Certificates are delivered,the City reasonably expects that the proceeds of the Certificates
(to the extent any of such proceeds remain unexpended)will not be used in a manner that would cause the
Certificates or any portion thereof to be"arbitrage bonds"within the meaning of Section 148 of the Code.
(f) At all times while the Certificates are outstanding, the City will identify and properly
account for all amounts constituting gross proceeds of the Certificates in accordance with the Regulations.
The City will monitor the yield on the investments,of the proceeds of the Certificates and, to the extent
required by the Code and the Regulations,will restrict the yield on such investments to a yield which is not
materially higher than the yield on the Certificates. To the extent necessary to prevent the Certificates from
constituting"arbitrage bonds,"the City will make such payments as are necessary to cause the yield on all
yield restricted nonpurpose investments allocable to the Certificates to be less than the yield that is
materially higher than the yield on the Certificates.
(g) The City will not take any action or knowingly omit to take any action,if taken or omitted,
would cause the Certificates to be treated as "federally guaranteed" obligations for purposes of
Section 149(b) of the Code.
(h) The City represents that not more than fifty percent (50%) of the proceeds of any new
money portion of the Certificates was invested' in nonpurpose investments (as defined in
Section 148(f)(b)(A)of the Code)having a substantially guaranteed yield for four years or more within the
meaning of Section 149(g)(3)(A)(ii) of the Code, and the City reasonably expected at the time each issue
of the Refunded Certificates was issued that at least eighty-five percent (85%) of the spendable proceeds
of the Certificates or the Refunded Certificates would be used to carry out the governmental purpose of.
such Certificates within the corresponding three-year period beginning on the respective dates of the
Certificates or the Refunded Certificates.
(i) The City will take all necessary steps to comply with the requirement that certain amounts
earned by the City on the investment of the gross proceeds of the Certificates, if any, be rebated to the
federal government. Specifically, the City will (i)maintain records regarding the receipt, investment and
expenditure of the gross proceeds of the Certificates as may be required to calculate such excess arbitrage
profits separately from records of amounts on deposit in the funds and accounts of the City allocable to
other obligations of the City or moneys which do not represent gross proceeds of any obligations of the
City and retain such records for at least six years after the day on which the last outstanding Certificate is
discharged, (ii)account for all gross proceeds under a reasonable, consistently applied method of
accounting, not employed as an artifice or device to avoid, in whole or in part, the requirements of
Section 148 of the Code,including any specified method of accounting required by applicable Regulations
to be used for all or a portion of the gross proceeds,(iii)calculate,at such times as are required by applicable
Regulations,the amount of excess arbitrage profits,if any,earned from the investment of the gross proceeds
of the Certificates and (iv)timely pay, as required by applicable Regulations, all amounts required to be •.
rebated to the federal government. In addition,the City will exercise reasonable diligence to assure that no
errors are made in the calculations required by the preceding sentence and, if such an error is made, to
discover and promptly correct such error within a reasonable amount of time thereafter,including payment
to the federal government of any delinquent amounts owed to it, including interest thereon and penalty.
(j) The City will not indirectly pay any amount otherwise payable to the federal government
pursuant to the foregoing requirements to any person other than the federal government by entering into
any investment arrangement with respect to the gross proceeds of the Certificates that might result in a
reduction in the amount required to be paid to the federal government because such arrangement results in
smaller profit or a larger loss than would have resulted if such arrangement had been at arm's length and
had the yield on the issue not been relevant to either party.
(k) The City will timely file or cause to be filed with the Secretary of the Treasury of the United
States the information required by Section 149(e)of the Code with respect to the Certificates on such form .
and in such place as the Secretary may prescribe.
(1) The City will not issue or use the Certificates as part of an "abusive arbitrage device" (as .
defined in Section 1.148 10(a) of the Regulations). Without limiting the foregoing,the Certificates are not •.
and will not be a part of a transaction or series of transactions that attempts to circumvent the provisions of
Section 148 of the Code and the Regulations,by(i)enabling the City to exploit the difference between tax
exempt and taxable interest rates to gain a material financial advantage, or(ii)increasing the burden on the
market for tax-exempt obligations. .
(m) Proper officers of the City charged with the responsibility for issuing the Certificates are
hereby directed to make, execute and deliver certifications as to facts, estimates or circumstances in
existence as of the Issue Date and stating whether there are facts, estimates or circumstances that would
materially change the City's expectations. On or after the Issue Date,the City will take such actions as are .
necessary and appropriate to assure the continuous accuracy of the representations contained in such
certificates. .
111.
(n) The covenants and representations made or required by this Section are for the benefit of
the Certificate holders and any subsequent Certificate holder, and may be relied upon by the Certificate
holder and any subsequent Certificate holder and bond counsel to the City.
In complying with the foregoing covenants,the City may rely upon an unqualified opinion issued
to the City by nationally recognized bond counsel that any action by the City or reliance upon any
interpretation of the Code or Regulations contained in such opinion will not cause interest on the Certificates
to be includable in gross income for federal income tax purposes under existing law.
Notwithstanding any other provision of this Ordinance,the City's representations and obligations
under the covenants and provisions of this Section 7.4 shall survive the defeasance and discharge of the
Certificates for as long as such matters are relevant to the exclusion of interest on the Certificates from the
gross income of the owners for federal income tax purposes.
Section 7.5: Reserved.
Section 7.6: Related Matters. In order that the City shall satisfy in a timely manner all of its
obligations under this Ordinance,the Mayor, Mayor Pro Tem, City Secretary,the Director of Finance and
all other appropriate officers, agents,representatives and employees of the City are hereby authorized and
directed to take all other actions that are reasonably necessary to provide for the issuance and delivery of
the Certificates,including,without limitation,executing and delivering on behalf of the City all certificates, :
consents, receipts, requests, notices, and other documents as may be reasonably necessary to satisfy the
City's obligations under this Ordinance and to direct the transfer and application of funds of the City
consistent with the provisions of this Ordinance .
ARTICLE VIII
MISCELLANEOUS
Section 8.1: Defeasance. The Certificates may be discharged, defeased,redeemed or refunded
in any manner now or hereafter permitted by law.
Section 8.2: Application of Chapter 1208, Government Code. Chapter 1208, Government
Code, applies to the issuance of the Certificates and the pledge of the taxes granted by the City under
Section 5.1 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is
amended at any time while the Certificates are outstanding and unpaid such that the pledge of the taxes
granted by the City under Section 5.1 of this Ordinance is to be subject to the filing requirements of
Chapter 9, Business & Commerce Code, then in order to preserve to the Registered Owners of the
Certificates the perfection of the security interest in said pledge,the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions of
Chapter 9,Business&Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
Section 8.3: Ordinance a Contract- Amendments. This Ordinance shall constitute a contract
with the Registered Owners from time to time,be binding on the City,and shall not be amended or repealed
by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City
may,without the consent of or notice to any Registered Owners,from time to time and at any time, amend .
this Ordinance in any manner not detrimental to the interests of the Registered Owners,including the curing
of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the .
consent of Registered Owners who own in the aggregate 51% of the principal amount of the Certificates . .
then Outstanding,amend,add to, or rescind any of the provisions of this Ordinance;provided that,without
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the consent of all Registered Owners of Outstanding Certificates, no such amendment, addition, or
rescission shall(i)extend the time or times of payment of the principal of and interest on the Certificates, •
reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other
way modify the terms of payment of the principal of or interest on the Certificates,(ii) give any preference
to any Certificate over any other Certificate, or(iii)reduce the aggregate principal amount of Certificates .
required to be held by Registered Owners for consent to any such amendment, addition, or rescission.
Section 8.4: Legal Holidays. In any case where the date interest accrues and becomes payable
on the Certificates or principal of the Certificates matures or the date fixed for redemption of any
Certificates or a Record Date shall be in the City a Saturday, Sunday, legal holiday or a day on which
banking institutions are authorized by law to close,then payment of interest or principal need not be made
on such date, or the Record Date shall not occur on such date, but payment may be made or the Record
Date shall occur on the next succeeding day which is not in the City a Saturday, Sunday,legal holiday or a
day on which banking institutions are authorized by law to close with the same force and effect as if(i)made . .
on the date of maturity or the date fixed for redemption and no interest shall accrue for the period from the
date of maturity or redemption to the date of actual payment or (ii)the Record Date had occurred on the
fifteenth day of that calendar month.
Section 8.5: No Recourse Against City Officials. No recourse shall be had for the payment of .
principal of or interest on any Certificates or for any claim based thereon or on this Ordinance against any
official of the City or any person executing any Certificates.
Section 8.6: Further Proceedings. The Mayor, Mayor Pro-Tem, City Secretary, Director of
Finance and other appropriate officials of the City are hereby authorized and directed to do any and all
things necessary and/or convenient to carry out the terms of this Ordinance.
Section 8.7: Severability. If any Section,paragraph,clause or provision of this Ordinance shall
for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, •
paragraph,clause or provision shall not affect any of the remaining provisions of this Ordinance.
Section 8.8: Power to Revise Form of Documents. Notwithstanding any other provision of this
Ordinance,the Mayor or Mayor Pro Tern is hereby authorized to make or approve such revisions,additions,
deletions,and variations to this Ordinance and in the form of the documents attached hereto as exhibits as,
in the judgment of the Mayor or Mayor Pro Tern,and in the opinion of Certificate Counsel to the City,may
be necessary or convenient to carry out or assist in carrying out the purposes of this Ordinance, or as may .
be required for approval of the Certificates by the Attorney General of Texas;provided, however,that any
changes to such documents resulting in substantive amendments to the terms and conditions of the
Certificates or such documents shall be subject to the prior approval of the City Council.
Section 8.9: Open Meeting. It is hereby found,determined and declared that a sufficient written
notice of the date,hour,place and subject of the meeting of the City Council at which this Ordinance was
adopted was posted at a place convenient and readily accessible at all times to the general public at City
Hall 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 8.10: Official Statement. The City Council hereby approves the form and content of the
Preliminary Official Statement and the Notice of Sale prepared for the initial offering and sale of the
Certificates and hereby authorizes the preparation of a final Official Statement reflecting the terms of sale
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and other relevant matters. The use of such Official Statement in the reoffering of the Certificates by the
Underwriter is hereby approved and authorized.
Section 8.11: Repealed. All orders, resolutions and ordinances, or parts thereof, inconsistent
herewith are hereby repealed to the extent of such inconsistency.
Section 8.12: Continuing Disclosure Undertaking. (a) Annual Reports. The City will provide
certain updated fmancial information and operating data to the MSRB annually in an electronic format as
prescribed by the MSRB and available via the Electronic Municipal Market Access ("EMMA")system at
www.emma.msrb.org. The information to be updated includes all quantitative financial information and
operating data with respect to the City of the general type included in the final Official Statement in
Tables 1-3 and 5-13 and in APPENDIX"B." The City will update and provide this information within six.
months after the end of each fiscal year.
If the City changes its fiscal year, it will submit a notice of such change to the MSRB,and the date
of the new fiscal year end prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section.
•
The financial information and operating data to be provided may be set forth in full in one or more
documents or may be included by specific reference to any document available to the public on the MSRB's
Internet Web site or filed with the SEC, as permitted by the SEC Rule. The updated information will
include audited financial statements, if the City commissions an audit and it is completed by the required
time. If audited financial statements are not available by the required time,the City will provide unaudited
financial statements by the required time and audited financial statements when and if such audited
statements become available. Any such financial statements will be prepared in accordance with the
accounting principals described in APPENDIX B or such other accounting principals as the City may
require to employ from time to time pursuant to State law or regulation.
(b) Material Event Notices. The City shall notify the MSRB in an electronic format prescribed •.
by the MSRB, in a timely manner(not in excess of ten(10)days after the occurrence of the event), of any
of the following events with respect to the Certificates: .
(i) Principal and interest payment delinquencies; •
(ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) Unscheduled draws on credit enhancements reflecting fmancial difficulties;
(v) Substitution of credit or liquidity providers or their failure to perform;
(vi) Adverse tax opinions,the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of .
the Certificates,or other material events affecting the tax status of the Certificates;
(vii) Modifications to rights of holders of the Certificates, if material;
(viii) Certificate calls, if material, and tender offers;
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(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the Certificates,if
material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency,receivership or similar event of the City;
(xiii) The consummation of a merger,consolidation,or acquisition involving the City or
the sale of all or substantially all of the assets of the City,other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material;
(xiv) Appointment of a successor Paying Agent/Registrar or change in the name of the
Paying Agent/Registrar, if material; .
(xv) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the City, any of which affect security holders, if material;
and .
(xvi) Default, event of acceleration, termination event, modification of terms, or other•
similar events under the terms of a Financial Obligation of the City, any of which
reflect financial difficulties.
For the purposes, any event described in the immediate proceeding paragraph(12)is considered to
occur when any of the following occur: the appointment of a receiver,fiscal agent or similar officer for the
City in a proceeding Under States Bankruptcy Code or any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and
officials or officers in possession.but subject to the supervision and orders of a court or governmental
authority, or the entry of order confirming a plan of reorganization, arrangement or liquidation by a court
or governmental authority having supervision or jurisdiction over substantially all of the assets or business
of the City. The City intends the words used in the immediately preceding paragraphs (xv) and (xvi) and
the definition of Financial Obligation in this Section to have the same meanings as when they are used in
the Rule,as evidenced by SEC Release No.34-83 885,dated August 20,2018(the"2018 Release")and any • .
further written guidance provided by the SEC or its staff with respect to the amendments to Rule 15c2-12 .
effected by the 2018 Release.
The Mayor, Mayor Pro Tem, City Secretary, City Manager, Director of Finance and other
appropriate officials of the City are authorized and directed to establish and implement written procedures
to ensure compliance with the reporting requirements imposed by this Section. Such procedures may be
modified and amended by the Mayor,Mayor Pro Tern, City Secretary, City Manager,Director of Finance • • .
and other appropriate officials of the City from time to time to the extent the modification or amendment
of such procedures are deemed necessary,useful or appropriate. . .
The City shall notify the MSRB, in a timely manner,of any failure by the City to provide financial
information or operating data in accordance this Section by the time required by such Section.
10
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as,the City remains an
"obligated person"with respect to the Certificates within the meaning of the Rule, except that the City in
any event will give notice of any deposit made in accordance with Texas law that causes Certificates no
longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and the beneficial owners of
the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right,remedy, or claim hereunder to any other person. The City undertakes to provide only the
financial information,operating data, financial statements, and notices which it has expressly agreed to
provide pursuant to this Section and does not hereby undertake to provide any other information that may
be relevant or material to a complete presentation of the City's fmancial results, condition, or prospects or
hereby undertake to update any information provided in accordance with this Section or otherwise, except
as expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT,FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE UNLIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall comprise
a breach of or default under this Order for purposes of any other provision of this Order.
Nothing in this Section is intended or shall act to disclaim,waive, or otherwise limit the duties of
the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to changed
circumstances that arise from a change in legal requirements, a change in law, or a change in the identity,
nature, or status or type of principal payment of the City, if(1)the agreement, as so amended,would have
permitted an underwriter to purchase or sell Certificates in the initial primary offering in compliance with
the Rule,taking into account any amendments or interpretations of the Rule to the date of such amendment,
as well as such changed circumstances, and(2)either(a)the holders of a majority in aggregate amount of
the outstanding Certificates consent to such amendment or(b) a person unaffiliated with the City (such as
nationally recognized bond counsel)determines that the amendment will not materially impair the interests
of the holders and beneficial owners of the Certificates. The City may also amend or repeal the provisions
of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule
or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and
to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing
or selling Certificates in the primary offering of the Certificates. If any such amendment is made,the City
will include in its next annual update an explanation in narrative form of the reasons for the change and its
impact on the type of operating data or financial information being provided.
Section 8.13: Declaration of Emergency. It is hereby officially found and determined that a case .
of emergency and urgent public necessity exists that requires that this Ordinance be passed finally and take
effect immediately on the date of its introduction, such emergency and urgent public necessity being that
the proceeds from the sale of the Certificates are required as soon as possible and without delay for the
purposes set forth herein.
10
•
Section 8.14: No Personal Liability. No recourse shall be had for payment of the principal of or.
interest on any Certificates or for any claim based thereon, or on this Ordinance, against any official or
employee of the City or any person executing any Certificates.
Section 8.15: Effective Date. This Ordinance shall be in force and effect from and after its
passage on the date shown below.
[signature page follows] .
•
n
•
PASSED AND APPROVED on the first reading pursuant to Section 3.10 of the City Charter this . .
August 'C ,2019. •
0 :
CITY OF PEARLAND,TEXAS
r
Mayor Pr em
ATTEST
'
City Secretary I , `�%%,,unu,,�
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(SEAL) 11, ::
Exhibit A—Form of Certificate
Exhibit B—Paying Agent/Registrar Agreement
Exhibit C—Purchase Contract
Q_1
August 26, 2019
The Attorney General of Texas The Comptroller of Public Accounts
Public Finance Section Public Finance Division
William P. Clements Building, 7th Floor 111 East 17th Street
300 West 15th Street Austin, Texas 78701
Austin, Texas 78701
Re: City of Pearland, Texas Certificates of Obligation, Series 2019A (the
"Certificates")
Ladies and Gentlemen: .
The captioned Certificates are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Certificates in accordance with law. After
such approval, it is requested that the Attorney General deliver the Certificates to the Comptroller
of Public Accounts for registration.
Enclosed with the Certificates is a signed but undated copy of the SIGNATURE • .
IDENTIFICATION AND NO-LITIGATION CERTIFICATE (the "Certificate") relating to the • .
Certificates. The Attorney General is.hereby authorized and directed to date the Certificate
concurrently with the date of approval of the Certificates. If any litigation or contest should
develop pertaining to the Certificates or any other matters covered by said Certificate, the
undersigned will notify the Attorney General thereof immediately by telephone. With this
assurance the Attorney General can rely on the absence of any such litigation or contest, and on
the veracity and currency of said Certificate, at the time the Attorney General approves the
Certificates unless the Attorney General is notified otherwise as aforesaid.
The Comptroller is hereby requested to register the Certificates as required by law and the
proceedings authorizing the Certificates. After such registration, the Comptroller is hereby
authorized and directed to deliver the Certificates, together with three copies of each of the •
Attorney General's Approving Opinion and Comptroller's Certificate for the Certificates,to Tanya
Fischer, Orrick, Herrington& Sutcliffe LLP, Houston, Texas 77002.
CITY OF PEARLAND, TEXAS
By:
May. o'Tem
SIGNATURE IDENTIFICATION AND
NO-LITIGATION CERTIFICATE
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA, FORT BEND AND HARRIS §
CITY OF PEARLAND §
We, the undersigned officers of the City of Pearland, Texas (the "City"), certify that we
officially signed, by our manual or facsimile signatures, on behalf of the City, the following
described obligations, to wit: •
CITY OF PEARLAND, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2019A,
dated September 1, 2019 and aggregating$ (the "Certificates").
That the Certificates have been duly and officially executed by the undersigned with their
manual or facsimile signatures in the same manner appearing hereon, and the undersigned hereby .
adopt and ratify their respective signatures in the manner appearing on each of the Certificates,
whether in manual or facsimile form, as the case may be, as their own signatures.
That on the date of such signing and on the date hereof, we were and are the duly chosen,
qualified and acting officers authorized to execute the Certificates, and holding the official titles .
set forth below opposite such signatures. .
We further certify that no litigation is pending or,to our knowledge,threatened in any court
in any way affecting the existence or boundaries of the City or the titles of its officers to their
respective positions or their authority to act on the City's behalf or to restrain or enjoin the issuance
or delivery of the Certificates, or the levy, collection or application of the ad valorem taxes or
revenues pledged or to be pledged to pay the principal of and interest on the Certificates, or the
pledge thereof, or in anyway contesting or affecting the validity of the Certificates, the ordinance
dated August 26, 2019, authorizing the issuance, sale and delivery of the Certificates (the .
"Ordinance"), or contesting the powers of the City or the authorization of the Certificates or the
Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official
Statement.
We further certify that the seal that has been impressed, or placed in facsimile, upon each
of the Certificates is the legally adopted,proper and only official seal of the City, such official seal .
being impressed upon this certificate.
We further certify that the information and data contained in the General Certificate dated
August 26, 2019 remain true and correct as of this date. . . . .
WITNESS OUR HANDS AND THE SEAL OF THE CITY this Z6day of k1/4.1L)5-\-
2019.
1/4.1L2019.
SIGNATURES TITLE OF OFFICE
��� ► Mayor Pro Tem, •
City of Pearland, Texas
-
L ,� r � � City Secretary,
' City of Pearland, Texas
(CITY SEAL) I ; . -
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Before me, on this day personally appeared the foregoing individuals, known to me to be
the persons whose names were subscribed in my presence to the foregoing instrument.
Given under my hand and seal of office this �3& 2 , 2019. .
Notary Pu lic
4or DAISY MATA •
ti% Notary Public,State of Texas ►
i ' i� • My Commission Expires
4 % July 09,2023 Typed ed or Printed Name:
• NOTARY ID 12859425-2 1
'9‘.9...."F%- """"Pwwwww5 C)kn \
My Commission Expires:
U tL _4 23 .
(Notary Seal)
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of August 26, 2019 and
made effective September 24, 2019 (together with any amendments or supplements hereto, the
"Agreement") is entered into by and between the CITY OF PEARLAND, TEXAS (the "Issuer"),
and WELLS FARGO BANK, N.A., as paying agent/registrar (together with any successor in such
capacity,the "Bank").
WITNES SETH:
WHEREAS, the Issuer has duly authorized and provided for the issuance of its City of
Pearland, Texas Certificates of Obligation, Series 2019A (the "Certificates");
WHEREAS, all things necessary to make the Certificates (as defined herein) the valid
Certificates of the Issuer, in accordance with their terms, will be done upon the issuance and
delivery thereof;
WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will
act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the
Certificates, in accordance with the terms thereof, and under which the Bank will act as Registrar
for the Certificates; and
WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of
this Agreement; and all things necessary to make this Agreement the valid agreement of the parties,
in accordance with its terms,have been done.
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Certificates,
to pay to the Registered Owners of the Certificates, in accordance with the terms and provisions of
this Agreement and the Ordinance, the principal of, redemption premium, if any, and interest on all
or any of the Certificates..
The Issuer hereby appoints the Bank as Registrar with respect to the Certificates. .
The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Registrar
with respect to the Certificates.
Section 1.02. Compensation.
As compensation for the Bank's Services as Paying Agent and Registrar, the Issuer hereby
agrees to pay the Bank the fees set forth in the Bank's fee schedule attached as Exhibit A
hereto. The Bank reserves the right to amend the fee schedule at any time, provided the Bank shall
have furnished the Issuer with a written copy of such amended fee schedule at least 60 days prior to
the date that the new fees are to become effective.
•
In consideration of the deposits of funds required to be made with the Bank by the Issuer
•
pursuant to the provisions of the Ordinance (hereinafter defined), the Bank agrees to abide by
and accept the terms hereof and of the Ordinance relating to the duties of the Paying
Agent/Registrar.
• ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Bank" means Wells Fargo Bank, N.A., a commercial bank which is a national bank duly
organized and existing under the laws of the United States of America.
"Certificates" means all of the "City of Pearland, Texas Certificates of Obligation, Series
2019A" authorized by the Ordinance.
"Financial Advisor" means BOK Financial Securities, Inc. and its successors.
"Issuer" means the City of Pearland,Texas.
"Ordinance" means the ordinance authorizing issuance of the Certificates of the Issuer
approved by its City Council on August 26, 2019. :
"Paying Agent" means the Bank when it is performing the function of paying agent.
"Person" means any individual, corporation, partnership, joint venture, associations, joint •
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government or any entity whatsoever. :.
"Registrar" means the Bank when it is performing the function of registrar.
"Registered Owner" means the Person in whose name any Obligation is registered in the
books of registration maintained by the Bank under this Agreement.
All other capitalized terms shall have the meanings assigned to them in the Ordinance. .
ARTICLE THREE
DUTIES OF THE BANK .
Section 3.01. Initial Delivery of the Certificates.
•
The Certificates will be initially registered and delivered by the Bank to the purchasers
designated by the Issuer as set forth in the Ordinance. If a purchaser delivers a written request to
the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the
date of initial delivery, exchange the Certificates initially delivered for Certificates of authorized
denominations, registered in accordance with the instructions in such request and the appropriate
Ordinance.
Section 3.02. Duties of Paying Agent.
As Paying Agent,the Bank shall, provided adequate funds have been provided to it for such
purpose by or on behalf of the Issuer,timely pay on behalf of the Issuer the principal of and interest '
on each Obligation in accordance with the provisions of the appropriate Ordinance.
If the Certificates are to be Depository Trust Company (DTC) eligible, the Bank will
comply withall eligibility requirements as outlined and agreed upon in the eligibility questionnaire.
Section 3.03. Duties of Registrar.
The Bank shall provide for the proper registration of the Certificates and the exchange,
replacement and registration of transfer of the Certificates in accordance with the provisions of the .
Order. The Bank will maintain the books of registration in accordance with transfer agent
regulations promulgated by the Securities and Exchange Commission and the applicable provisions
of the Uniform Commercial Code.
Section 3.04. Unauthenticated Certificates.
At any time when the Certificates are not subject to a book-entry-only system of
registration and transfer, the Issuer shall provide an .adequate inventory of unauthenticated
Certificates to facilitate transfers. The Bank covenants that it will maintain such unauthenticated
Certificates in safekeeping and will use reasonable care in maintaining such Certificates in
safekeeping, which shall be not less than the care it maintains for debt securities of other
government entities or corporations for which it serves as registrar, or which it maintains for its
own bonds.
Section 3.05. Reports.
Upon request of the Issuer, the Bank will provide the Issuer reports which will describe in '.
reasonable detail all transactions pertaining to the Certificates and the books of registration for the
period of time specified by the Issuer. The Issuer may also inspect and make copies of the
information in the books of registration and such other documents related to the Certificates and in
the Bank's possession at any time the Bank is customarily open for business, provided that
reasonable time is allowed the Bank to provide an up-to-date listing or toconvert the information
into written form.
The Bank will not release or disclose the content of the books of registration to any person •.
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a subpoena, court order or as otherwise required by law. Upon receipt of a
subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so that .
• the Issuer may contest the subpoena, court order or other request if it so chooses.
•
Section 3.06. Canceled Certificates.
All Certificates surrendered for payment, redemption, transfer, exchange or replacement, if
surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be
delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The
Issuer may at any time deliver to the Bank for cancellation any Certificates previously
authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all
Certificates so delivered shall be promptly canceled by the Bank. All canceled Certificates held by
the Bank shall be destroyed and evidence of such destruction shall be furnished to the Issuer.
Section 3.07. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of the •
opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer.
(b) The Bank shall not be liable to the Issuer for actions taken under this Agreement as .
long as it acts in good faith and exercises due diligence, reasonableness and care, as prescribed by
law,with regard to its duties hereunder.
(c) This Agreement is not intended to require the Bank to expend its own funds for
performance of any of its duties hereunder.
(d) The Bank may exercise any of the powers hereunder and perform any duties hereunder
either directly or by or through agents or attorneys.
(e) The Bank may rely and shall be protected by the Issuer against any claim by the Issuer
or any other Person in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other
paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties. Without limiting the generality of the foregoing statement, the Bank need not
examine the ownership of any Bond, but is protected in acting upon receipt of a Bond containing
an endorsement or instruction of transfer or power of transfer which appears on its face to be
signed by the holder or an agent of the holder. The Bank shall not be bound to make any :
investigation into the acts or matters stated in a resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or
document supplied by Issuer.
•
(f) The Bank may consult with legal counsel, and the written advice of such counsel or any
opinion shall be full and complete authorization and protection with respect to any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon; provided that any such
written advice or opinion.is supplied to the Issuer by the Bank. .
(g) To the extent permitted by law, the Bank shall not be liable for any loss or damage,
including reasonable counsel fees and expenses, resulting from its actions or omissions to act
hereunder, except for any loss or damage arising out of its own negligence or willful misconduct
IN NO EVENT SHALL THE BANK BE LIABLE FOR SPECIAL, INDIRECT OR
CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER(INCLUDING BUT
NOT LIMITED TO LOST PROFITS), EVEN IF THE BANK HAS BEEN ADVISED OF THE .
LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF
ACTION.
Section 3.08. Money Held by Bank.
Money held by the Bank hereunder shall be held in trust for the benefit of the Registered
Owners of the Certificates.
The Bank shall be under no obligation to pay interest on any money received by it
hereunder. .
All money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer.
Any money deposited with the Bank for the payment of the principal of or interest on any
Certificates and remaining unclaimed by the Registered Owner after the expiration of three years
from the date such funds have become due and payable shall be reported and disposed of by the
Bank in accordance with the provisions of Texas law including, to the extent applicable, Title 6 of
the Texas Property Code, as amended. To the extent such provisions of the Property Code do not .
apply to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a written
request therefor from the Issuer. The Bank shall have no liability to the Registered Owners of the
Certificates by virtue of actions taken in compliance with the foregoing provision.
A fiduciary account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the
Certificates, and money deposited to the credit of such account until paid to the Holders of the
Certificates shall be continuously collateralized by securities or obligations which qualify and are
eligible under the laws of the State of Texas, including under Chapter 2256, Texas Government
Code, to secure and be pledged as collateral for fiduciary accounts to the extent such money is not
insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account
shall be made by check drawn on such fiduciary account unless the owner of such Certificates
shall, at its own expense or risk, request such other medium of payment.
Section 3.09. Indemnification. .
To the extent permitted by law the Issuer agrees to indemnify the Bank (including its . .
directors, officers and employees) for, and hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part arising out of or in connection with its
acceptance or administration of its duties hereunder, including the reasonable cost and reasonable .
expense (including its counsel fees) of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties under this . .
Agreement. The foregoing indemnities in this paragraph shall survive the resignation or removal of -
the Paying Agent/Registrar and the termination of this Agreement. .
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
Section 4.01. May Own Certificates.
- The Bank, in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Paying Agent and Registrar for the
Certificates.
Section 4.02. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereof.
Section 4.03. Assignment.
This Agreement may not be assigned by either party without the prior written consent of the
other.
Section 4.04. Notices.
•
Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other
address as may have been given by one party to the other by 15 days'written notice.
Section 4.05. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 4.06. Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their successors
and assigns, whether so expressed or not. This Agreement shall not be assigned by the Bank
without the prior written consent of the Issuer.
Section 4.07. Severability.
If any provision of this Agreement shall be invalid or unenforceable, the validity and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
Section 4.08. Benefits of Agreement. Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any benefit or any legal or
equitable right,remedy or claim hereunder. :
Section 4.09. Ordinance Governs Conflicts.
This Agreement and the Ordinance constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists between
this Agreement and the Ordinance, the Ordinance shall govern. The Bank agrees to be bound by
the terms of the Ordinance with respect to the Certificates.
Section 4.10. Term and Termination.
•
This Agreement shall be effective from and after its date and may be terminated for any
• reason by the Issuer or the Bank at any time upon 60 days' written notice; provided, however,. that
no such termination shall be effective until a successor has been appointed and has accepted the
duties of the Bank hereunder. In the event of early termination, regardless of circumstances, the
Bank shall deliver to the Issuer or its designee all funds, Certificates and all books and records
pertaining to the Bank's role as Paying Agent and Registrar with respect to the Certificates,
including, but not limited to,the books of registration.
Section 4.11. Interpleader
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse
claim, demand, or controversy over its person as well as funds on deposit hereunder, in either the
District Court of Harris County, Texas or the United States Federal District Court for the
Southern District of Texas, waive personal service of any process, and agree that service of
process by certified or registered mail, return receipt requested, to the address set forth herein
shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the
right to file a Bill of Interpleader in any court of competent jurisdiction within the State of Texas, •.
at the expense of the Issuer, to determine the rights of any person claiming any interest
hereunder.
Section 4.12. Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement. •
Section 4.13. Governing Law.
This Agreement shall be construed in accordance with and shall be governed by the laws
of the State of Texas.
Section 4.14. Force Majeure.
In no event shall the Bank be liable for any failure or delay in the performance of its
obligations hereunder because of circumstances beyond the Bank's control, including, but not
limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or
work stoppages for any reason, embargo, government action, including any laws, ordinances,
regulations or the like which restrict or prohibit the providing of the services contemplated by this
Agreement; or the failure of equipment or interruption of communications or computer facilities, if
beyond the Bank's control, and other causes beyond the Bank's control whether or not of the same
class or kind as specifically named above.
• Section 4.15. Compliance with Sections 2270.002 and 2252.152, Texas
Government Code
(a) In accordance with Section 2270.002, Texas Government Code, the Bank is a
"Company" (as such term is defined under Section 2270.001) and hereby verifies that the Bank: (i) •
does not Boycott Israel (as such term is defined in Section 2270.001, Texas Government Code) and
(ii) subject to or as otherwise required by applicable Federal law, including, without limitation, 50 . .
U.S.C. Section 4607,will not boycott Israel during the term of this Agreement; and
(b) Pursuant to Section 2252.152, Texas Government Code,neither the Bank nor any wholly
owned subsidiary, majority-owned subsidiary,parent company or affiliate of the Bank is a company
currently listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or
2252.153 of the Texas Government Code. For purposes of this Section, "Company" shall have the .
meaning given such term in Section 808.001(2) of the Texas Government Code.
[Execution Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CITY OF PE. ' •ND
By:
Mayor Pro Tem
ADDRESS: 3519 Liberty Drive
Pearland, Texas 77581
ATTEST:
I 1
City Secretary 1 ' .
(SEAL)
.o;
A
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•
WELLS FARGO BANK,N.A.
By:
Name: Jeffrey Carlson
Title: Vice President •
ADDRESS: Wells Fargo Bank,N.A.
Wells Fargo Corporate Trust Services
• 600 S 4th St, 6th Floor
MAC N9300-060
Minneapolis, Minnesota 55415
ATTEST:
Name:
Title:
(SEAL)
• EXHIBIT A . .
FEE SCHEDULE
•
GENERAL CERTIFICATE
STATE OF TEXAS §
COUNTIES OF BRAZORIA, §
FORT BEND AND HARRIS §
CITY OF PEARLAND §
We, the undersigned officers of the City of Pearland, Texas (the "City"), do hereby make
and execute.this certificate for the benefit of the Attorney General of the State of Texas and all .
other persons interested in the$ CITY OF PEARLAND, TEXAS CERTIFICATES
OF OBLIGATION, SERIES 2019A, dated September 1, 2019 (the "Certificates"), now in the
process of issuance, as follows:
(1) The City is a duly incorporated Home Rule City, having more than 5,000
inhabitants, operating and existing under the Constitution and laws of the State of Texas and the
duly adopted Home Rule Charter of the City, which Charter has not been changed since the
approval by the Attorney General of the State of Texas of the City of Pearland Public Improvement
and Refunding Bonds, Series 2019 and City of Pearland, Water and Sewer System Revenue and
Refunding Bonds, Series 2019B,which are the last obligations issued by or on behalf of the City.
(2) The Certificates are being issued to provide funds to pay contractual obligations to
be incurred for: (i) construction and improvements to certain streets,roads and intersections within .
the City; (ii) certain improvements to the Recreation Center and Natatorium Generator within the
City; (iii) improvements to facilities for the Orange Street Service Center; and (iv) professional
services rendered in connection with the above listed projects.
(3) The following individuals were the duly elected and qualified Mayor and City
Council of the City holding the offices opposite their names: _
Tom Reid Mayor
J. David Little Mayor Pro-Tern
Luke Orlando Councilmember
Derrick Reed Councilmember
Gary Moore Councilmember
Adrian Hernandez Councilmember
Trent Perez Councilmember .
Woody Owens Councilmember :
(3) Maria Rodriguez is the duly appointed and qualified Interim City Secretary of the .
City. John Branson is the Deputy City Manager and Cynthia Pearson is the Director of Finance. S
(4) The Certificates are hereby sold and shall be delivered to the Purchaser at a price of
$ (which is the par amount of the Certificates plus a premium on the Certificates
of$ and less an underwriter's discount of$ ).
(5) Except as described in the Official Statement,neither the revenues nor the properties
of the System are in any way pledged or hypothecated other than the pledge of the Net Revenues
of the System to the Certificates and the City's Permanent Improvement and Refunding Bonds,
Series 2019, Water and Sewer System Revenue and Refunding Bonds, Series 2019B, Water and
Sewer System Revenue Bonds, Series 2019A, Permanent Improvement Bonds, Series 2018, the
City's Water and Sewer System Revenue Bonds, Series 2018B,the City's Permanent Improvement
and Refunding Bonds, Series 2017, Water and Sewer System Revenue and Refunding Bonds,
Series 2017C, Permanent Improvement and Refunding Bonds, Series 2016A, Permanent
Improvement Refunding Bonds, Series 2015A, Certificates of Obligation, Series 2015, Permanent
Improvement Bonds, Series 2015, Permanent Improvement Refunding Bonds, Series 2015,
Permanent Improvement Refunding Bonds, Series 2014, Certificates of Obligation, Series 2014,
Certificates of Obligation, Series 2013, Permanent Improvement Bonds, Series 2013, Water and
Sewer System Revenue and Refunding Bonds, Series 2012, Permanent Improvement Refunding
Bonds, Series 2012,Certificates of Obligation, Series 2011,Permanent Improvement Bonds, Series
2011, Water and Sewer System Revenue Bonds, Series 2010A, Water and Sewer System Revenue
Refunding Bonds, Series 2010B, Certificates of Obligation, Series 2009A, Certificates of
Obligation, Series 2009, Certificates of Obligation, Series 2008, Certificates of Obligation, Series.
2007, Certificates of Obligation, Series 2006, Certificates of Obligation, Series 2004, Certificates
of Obligation, Series 2003, Certificates of Obligation; Series 2001, Water and Sewer System
Revenue Bonds, Series 2009, Water and Sewer System Revenue Bonds, Series 2008, Water and
Sewer System Revenue Bonds, Series 2007, Water and Sewer System Revenue.and Refunding
Bonds, Series 2006, Water and Sewer System Revenue Bonds, Series 2003, Water and Sewer
System Revenue Bonds, Series 2001, and Water and Sewer System.Adjustable Rate Revenue
Bonds, Series 1999.
(6) Attached to this certificate as Exhibit A is a true, full and correct debt service
schedule for all of the City's outstanding tax-supported debt, including the Certificates. The total
amount of all outstanding bonded indebtedness of the City payable from ad valorem taxes is •
$ ,which includes the Certificates.
(7) The currently effective ad valorem tax appraisal roll of the City (the "Tax Roll") is
the Tax Roll prepared and approved during the calendar year 2018, being the most recently
approved Tax Roll of the City; the taxable property in the City has been appraised, assessed and
valued as required and provided by the Texas Constitution and Property Tax Code (collectively,
"Texas law"); the Tax Roll for the year has been submitted to the City Council of the City as '
required by Texas law, and has been approved and recorded by the City Council; and according to
the Tax Roll for the year, the net aggregate taxable value of taxable property in the City (after
deducting the amount of all applicable exemptions required or authorized under Texas law), upon
which the annual ad valorem tax of the City has been or will be imposed or levied,is$ .
(8) The following is a true, full and current schedule of System revenues, remaining
after the payment of all operation and maintenance expenses thereof("Net Revenues"), for.fiscal
year ended September 30, 2018, and for the previous three fiscal years:
Fiscal Year Ended September 30,
2018 2017 2016
$ $27,827,681 $22,965,321
(9) Attached to this certificate as Exhibit B is a true, full and current ordinance
establishing the utility rates of the System that are currently in effect.
(10) The City is not in default as to any covenant, condition or obligation on any prior
bonds or other obligations payable from the Net Revenues of the System.
(11) The City is in compliance with Texas Local Government Code 271.047(d), which
provides that the City may not authorize the issuance of the Certificates if a bond proposition to
authorize the issuance of bonds for the same purpose was submitted to voters during the preceding .
three years and failed to be approved.No such bond proposition was submitted to the voters of the
City during the preceding three years.
(12) With respect to the contracts executed in connection with the authorization and
issuance of the Certificates, all disclosure filings and acknowledgments required by Section
2252.908, Texas Government Code, and the rules of the Texas Ethics Commission related to said
provision, have been made.
SIGNED AND SEALED this 1-\v5U5N 26, 2019.
CITY OF PEARLAND, TEXAS
•
City Secretary, City of Pearland, Tri" a • Mayor o Tem,City of Pearland, Texas
(CITY SEAL) ='%o�`e •1A'S
fit-1 ?el
11.11111
Qi
EXHIBIT A
• EXHIBIT B •
CLOSING CERTIFICATE •
•
STATE OF TEXAS
COUNTIES OF BRAZORIA, FORT BEND
AND HARRIS
CITY OF PEARLAND
Capitalized terms used in this certificate and not otherwise defined herein shall have the meanings.
assigned thereto in the Bond Purchase Agreement (the "Bond Purchase Agreement") dated as of August
26,2019,by and between the Underwriters named therein and the City of Pearland, Texas(the"Issuer").In
accordance with Section 6(i)(7) of the Bond Purchase Agreement in connection with the issuance of the
Issuer's Certificates of Obligation, Series 2019A and Certificates of Obligation, Series 2019B (together,
the "Obligations"),I,the undersigned,Mayor Pro Tern, acting solely in my official capacity,hereby certify,
as follows:
i. all official action of the Issuer relating to the Obligations, the Issuer Documents and the
Official Statement have been duly adopted by the Issuer, are in full force and effect and
have not been modified, amended, supplemented or repealed;
ii. the representations, warranties, and covenants of the Issuer contained in the Bond.
Purchase Agreement are true and correct in all material respects on and as of the date of
Closing as if made on the date of Closing;
iii. except as may otherwise be disclosed in the Official Statement, no litigation or
proceeding against the Issuer is pending or, to the best of my knowledge, threatened in
any court or administrative body nor is there a basis for litigation which would(a) contest
the right of the commissioners, officers or officials of the Issuer to hold and exercise their
respective positions, (b) contest the due organization and valid existence of the Issuer, (c)
contest the validity, due authorization and execution of the Obligations or the Issuer
Documents, (d) prohibit, restrain or enjoin the sale, issuance or delivery of the
Obligations or the levy and collection of taxes pledged to the payment of principal of and • .
interest on the Obligations pursuant to the Ordinances, or (e) attempt to limit, enjoin or
otherwise prevent the Issuer from functioning and collecting taxes or any other income or
levying and collecting the taxes pledged or to be pledged to pay the principal of and
interest on the Obligations,or the pledge thereof;
iv. to the best of my knowledge, no event affecting the Issuer has occurred since the date of
the Official Statement which should be disclosed in the Official Statement for the purpose
for which it is to be used or which it is necessary to disclose therein in order to make the
statements and information therein, in the light of the circumstances under which they
were made, not misleading in any material respect as of the time of Closing, and the
information contained in the Official Statement is correct in all material respects and, as
of the date of the Official Statement did not, and as of the date of Closing, does not,
contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements made therein,in the light of the
circumstances under which they were made,not misleading; and
v. there has not been any material adverse change in the fmancial condition of the Issuer since
September 30, 2018,the latest date as of which audited financial information is available.
Capitalized terms used herein that are undefined shall have the meaning set forth in the Bond Purchase
Agreement. :
[Signature Page Follows]
EXECUTED ON BEHALF OF THE DISTRICT as ofv,5vS-\ 2 6 , 2019.
CITY OF PEARLAND, TEXAS
Mayor Pro em
PASSED AND APPROVED on the first reading pursuant to Section 3.10 of the City Charter this
August `l.6 , 2019.
CITY OF PEARL 10,TEXAS
t.
"rem
Mayor Pr•� em
ATTEST
City Secretary
"•``Q,EpRI ''i,�
(SEAL)
Exhibit A—Form of Certificate '''���''a, ••��`'��,```
Exhibit B—Paying Agent/Registrar Agreement
Exhibit C—Purchase Contract
•
•
•
EXHIBIT A •
•
:
• FORM OF CERTIFICATE •
UNITED STATES OF AMERICA
• STATE OF TEXAS
CITY OF PEARLAND,TEXAS •
CERTIFICATE OF OBLIGATION, SERIES 2019A •
NUMBER DENOMINATION
1R- $ •
REGISTERED
'INTEREST RATE: 'MATURITY DATE: DATED DATE: 'CUSIP:
March 1, September 1,2019 •
REGISTERED OWNER:
•
• PRINCIPAL AMOUNT: DOLLARS
3THE CITY OF PEARLAND,TEXAS, a municipal corporation of the State of Texas(the"City"),
for value received, hereby promises to pay to the Registered Owner identified above or its registered
assigns, on the Maturity Date specified above, upon presentation and surrender of this Certificate at the
principal corporate trust office of Wells Fargo Bank,N.A.,or its successor(the"Paying Agent/Registrar"),
•
the principal amounts identified above (or so much thereof as shall not have been paid or deemed to have •
been paid upon prior redemption) payable in any coin or currency of the United States of America which
on the date of payment of such principal is legal tender for the payment of debts due to the United States of •
America, and to pay interest thereon at the rate shown above, calculated on a basis of a 360-day year
composed of twelve 30-day months, from the later of the date of delivery which is September 24, 2019 or
• the most recent interest payment date to which interest has been paid or duly provided for. Interest on this• •
Certificate is payable by check on March 1 and September 1, beginning on March 1, 2020, mailed to the
registered owner of record as of the close of business on the last business day of the month next preceding .
each interest payment date.
•
•
THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED SERIES OF CERTIFICATES (the •
"Certificates")in the aggregate principal amount of$4,465,000 issued pursuant to an ordinance adopted by
the City Council of the City on August 26, 2019 (the"Ordinance")for the purpose of providing all or part .•
`Initial Certificate shall be numbered I-1.
2 Omitted from initial Certificate.
3 The first sentence of the initial Bond shall read as follows:
THE CITY OF PEARLAND,TEXAS,a municipal corporation of the State of Texas(the"City"),for value received,hereby promises to
•
pay to the Registered Owner identified above or its registered assigns,on March 1 of the year of maturity specified below(or so•much
•
thereof as shall not have been paid or deemed to have been paid upon prior redemption),upon presentation and surrender of this Certificate
at the office of Wells Fargo Bank,N.A.,or its successor(the"Paying Agent/Registrar"),the principal amount identified set forth in the
•
following schedule: [Insert information regarding years of maturity,principal amounts and interest rates from the Section 3.3 of the Certified.
•
Ordinance]payable in any coin or currency of the United States of America which on the date of payment of such principal is legal tender
for the payment of debts due to the United States of America,and to pay interest thereon at the rate shown above,calculated on a basis of a
•
360-day year composed of twelve 30-day months,from the later of the date of delivery which is September 24,2019 or the most recent • •
interest payment date to which interest has been paid or duly provided for.
of the funds to pay contractual obligations to be incurred for the construction of public works and the
purchase of materials, supplies, equipment, machinery, buildings, land and rights-of-way for authorized
needs and purposes and for the payment of contractual obligations for professional services, to wit: (i)
construction and improvements to certain streets, roads and intersections within the City; (ii) certain
improvements to the Recreation Center and Natatorium Generator within the City; (iii) improvements to
facilities for the Orange Street Service Center; and (iv) professional services rendered in connection with
the above listed projects.
'THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Certificate is authenticated by the Paying Agent/Registrar by due execution
of the authentication certificate endorsed hereon.
THE CITY RESERVES THE RIGHT, at its option,to redeem,prior to their maturity, Certificates
maturing on and after March 1, 2030, in whole or in part, on March 1, 2029, or any date thereafter, at par
plus accrued interest to the date fixed for redemption.
CERTIFICATES MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a
Certificate subject to redemption is in a denomination larger than$5,000, a portion of such Certificate may
be redeemed,but only in integral multiples of$5,000. In selecting portions of Certificates for redemption,
each Certificate shall be treated as representing that number of Certificates of$5,000 denomination which
is obtained by dividing the principal amount of such Certificate by $5,000. Upon surrender of any
Certificate for redemption in part, the Paying Agent/Registrar, in accordance with the provisions of the
Ordinance, shall authenticate and deliver in exchange therefor a Certificate or Certificates of like maturity
and interest rate in an aggregate principal amount equal to the unredeemed portion of the Certificate so
surrendered.
• NOTICE OF ANY SUCH REDEMPTION, identifying the Certificates or portions thereof to be
redeemed,shall be sent by United States mail,first class,postage prepaid,to the Registered Owners thereof
at their addresses as shown on the books of registration kept by the Paying Agent/Registrar, not less than
thirty(30) days before the date fixed for such redemption. By the date fixed for redemption, due provision
shall be made with the Paying Agent/Registrar for the payment of the redemption price of the Certificates
called for redemption. If such notice of redemption is given,and if due provision for such payment is made,
all as provided above,the Certificates which are to be so redeemed thereby automatically shall be redeemed
prior to their scheduled maturities,they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the purpose of being paid with the funds so provided
for such payment.
THIS CERTIFICATE IS TRANSFERABLE only upon presentation and surrender at the principal
corporate trust office of the Paying Agent/Registrar, accompanied by an assignment duly executed by the
Registered Owner or its authorized representative, subject to the terms and conditions of the Ordinance.
THIS CERTIFICATE IS EXCHANGEABLE at the principal corporate trust office of the Paying
Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in the principal
amount of$5,000 or any integral multiple thereof, subject to the terms and conditions of the Ordinance.
THE PAYING AGENT/REGISTRAR is not required to accept for transfer or exchange any
Certificate called for redemption, in whole or in part, during the forty-five (45) day period immediately
°In the initial Certificate,this paragraph shall read as follows:
THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Certificate
is registered by the Comptroller of Public Accounts of the State of Texas by due execution of the registration certificate endorsed hereon.
A-2
prior to the date fixed for redemption;provided,however,that such limitation shall not apply to the transfer
or exchange by the Registered Owner of an unredeemed portion of a Certificate called for redemption in
part.
THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of any
Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection with the transfer or exchange of a Certificate. Any fee or charge of the Paying Agent/Registrar
for a transfer or exchange shall be paid by the City.
THE REGISTERED OWNER of this Certificate by acceptance hereof, acknowledges and agrees
to be bound by all the terms and conditions of the Ordinance.
IT IS HEREBY DECLARED AND REPRESEN l'ED that this Certificate has been duly and validly
issued and delivered;that all acts,conditions and things required or proper to be performed, exist and to be
done precedent to or in the issuance and delivery of this Certificate have been performed, exist and have
been done in accordance with law; that the Certificates do not exceed any constitutional or statutory
limitation; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and
principal of this Certificate, as such interest comes due and such principal matures, have been levied and
ordered to be levied, within the limits prescribed by law, against all taxable property in the City and have
been irrevocably pledged for such payment.
IT IS FURTHER DECLARED AND REPRESENTED that the revenues to be derived from the
City's water and sewer system, after the payment of all operation and maintenance expenses thereof(the
"Net Revenues"), in an amount not to exceed$10,000, are pledged to the payment of the principal of and
interest on the Certificates,provided that the pledge of Net Revenues is and shall be junior and subordinate
in all respects to the pledge of Net Revenues to the payment of any obligation of the City, whether
authorized heretofore or hereafter,which the City designates as having a pledge senior to the pledge of the
Net Revenues to the payment of the Certificates. The City also reserves the right to issue, for any lawful
purpose at any time, in one or more installments,bonds, certificates of obligation and other obligations of
any kind, secured in whole or in part by a pledge of Net Revenues, that may be prior and superior in right•
to, on a parity with, or junior and subordinate to the pledge of Net Revenues securing the Certificates.
REFERENCE IS HEREBY MADE TO THE ORDNANCE, a copy of which is filed with the .
Paying Agent/Registrar, for the full provisions thereof, to all of which the Registered Owners of the
Certificates assent by acceptance of the Certificates.
IN WITNESS WHEREOF, the City has caused its corporate seal to be impressed or placed in
facsimile hereon and this Certificate to be signed by the Mayor or Mayor Pro Tem, countersigned by the
City Secretary or Interim City Secretary by their manual, lithographed or printed facsimile signatures.
CITY OF PEARLAND,TEXAS
Mayor Pro Tern
(SEAL)
COUNTERSIGNED:
Interim City Secretary
A-3
* * *
FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE •
• The following form of Comptroller's Registration Certificate shall be attached or affixed to each
of the Certificates initially delivered:
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I hereby certify that this certificate has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this certificate has been registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this .
Comptroller of Public Accounts
of the State of Texas
[SEAL]
* * *
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
The following form of authentication certificate shall be printed on the face of each of the
Certificates other than those initially delivered:
AUTHENTICATION CERTIFICATE .
This Certificate is one of the Certificates described in and delivered pursuant to the within
mentioned Ordinance; and,except for the Certificates initially delivered,this Certificate has been issued in
exchange for or replacement of a Certificate, Certificates, or a portion of a Certificate or Certificates of an
issue which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Paying Agent/Registrar
By:
Authorized Signature
Date of Authentication:
A-4 .•
* * *
FORM OF ASSIGNMENT
The following form of assignment shall be printed on the back of each of the Certificates (other
than the Initial Certificate):
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
(Please print or type name,address,and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer such bond on the books kept for
registration thereof,with full power of substitution in the premises.
DATED:
Signature Guaranteed:
Registered Owner
NOTICE: Signature must be guaranteed by a NOTICE: The signature above must correspond
member firm of the New York Stock Exchange or to the name of the Registered Owner as shown on
a commercial bank or trust company. the face of this bond in every particular,without
any alteration, enlargement or change whatsoever.
* * *
A-5 •
EXHIBIT B
PAYING AGENT/REGISTRAR AGREEMENT
See Tab 8
B-1 • .: :
EXHIBIT C
PURCHASE CONTRACT
SeeTab7
•
•
•
•
C-1