1990-09-12 CITY COUNCIL SPECIAL MEETING MINUTESW
MINUTES OF A SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS,
HELD ON SEPTEMBER 12, 1990, AT 7:00 P. M. IN THE CITY HALL, 3519 LIBERTY DRIVE,
PEARLAND, TEXAS 411
The meeting was called to order with the following present:
Mayor C. V. (Vic) Coppinger
Councilmember/Mayor Pro Tem David Smith
Councilmember William Wolff
Councilmember D. A. Miller
Councilmember
Councilmember
City Manager
City Secretary
PURPOSE OF THE MEETING:
Randy Weber
Richard Tetens
James DeShazer
Kay Krouse
ORDINANCE NO. 601, AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND,
TEXAS, REFUNDING BONDS, SERIES 1990, AND DECLARING AN EMERGENCY
M"
Fiscal Agent Frank Ildebrando, Rauscher Pierce Refsnes, Inc., and Bond Attorney
Clifford Youngblood, Vinson & Elkins, were present to answer questions from the 00%
Council concerning the issuance of the City's $7,364,391.80 Refunding Bonds,
Series 1990.
Ordinance No. 601 was read in caption by Councilmember Smith.
(First and Only Reading)
It was moved by Councilmember Smith, seconded by Councilmember Tetens, that
Ordinance No. 601 be passed and approved on the first and only reading as an
emergency ordinance.
Voting "Aye" - Councilmembers Miller, Tetens, Smith, Weber and Wolff.
Voting "No" - None
Motion passed 5 to 0.
Ordinance No. 601 reads as follows:
227
ORDINANCE NO. 601
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS, REFUNDING
BONDS, SERIES 1990; AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF
CERTAIN OUTSTANDING BONDS; AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN
OUTSTANDING OBLIGATIONS AND THE EXECUTION AND DELIVERY OF AN ESCROW
AGREEMENT AND THE SUBSCRIPTION FOR AND PURCHASE OF CERTAIN ESCROWED
SECURITIES; AND DECLARING THAT AN IMMEDIATE PUBLIC EMERGENCY EXISTS
BECAUSE THE PROCEEDS OF SUCH BONDS ARE NEEDED AS SOON AS POSSIBLE FOR
THE PROTECTION OF LIFE, HEALTH, PROPERTY AND THE PUBLIC PEACE.
THE STATE OF TEXAS
COUNTIES OF BRAZORIA AND HARRIS
CITY OF PEARLAND
WHEREAS, the City of Pearland, Texas (the "City") has heretofore issued its
Refunding Bonds, Series 1985 (the "Outstanding Bonds"); and
WHEREAS, the City desires to refund a portion of the Outstanding Bonds (the
"Refunded Bonds"), in advance of their maturities; and
WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as amended, authorizes
the City to issue refunding bonds payable from taxes, without an election, for the
purpose of refunding the Refunded Bonds in advance of their maturities, and to
accomplish such refunding by depositing directly with any paying agent for the
Refunded Bonds the proceeds of such refunding bonds, together with other available
funds, in an amount sufficient to provide for the payment or redemption of the
Refunded Bonds, and provides that such deposit shall constitute the making of firm
banking and financial arrangements for the discharge and final payment or redemption
of the Refunded Bonds; and
WHEREAS, the City desires to authorize the execution of an escrow agreement
and provide for the deposit of proceeds of the refunding bonds, togetehr with other
funds, to pay the Refunded Bonds; and
WHEREAS, the issuance of the refunding bonds herein authorized will result in
increased debt service for the City of $7,115,768.05 and an increase in the present
value of such debt service of $207,236.11, and the City believes that the issuance
of such bonds is needed to restructure the City's debt to allow payment of such debt
without increasing taxes; and
WHEREAS, upon the issuance of the refunding bonds herein authorized and the
deposit of funds referred to above, the Refunded Bonds shall no longer be regarded
as being outstanding, except for the purpose of being paid pursuant to such deposit,
and the pledges,,liens, trusts and all other covenants, provisions, terms and
conditions of the ordinance authorizing the issuance of the Refunded Bonds shall be,
with respect to the Refunded Bonds, discharged, terminated and defeased; Now, There-
fore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
1. Recitals; Consideration. It is hereby found and determined that the
matters and facts set out in the preamble to this Ordinance are true and correct.
It is hereby found and determined that the transactions contemplated in this
Ordinance will benefit the City by restructuring the debt service payable by the
City to allow the payment of such debt service without increasing taxes and to
permit the issuance of future tax supported debt on terms advantageous to the City,
and that such benefits are sufficient consideration for the refunding of the Refund-
ed Bonds.
2. Definitions. Throughout this Ordinance the following terms and expres-
sions as used herein shall have the meanings set forth below:
The term "Accreted Value" with respect to one or more Capital Appreciation
Bonds, shall mean the value thereof from time to time, which value (per $5,000 of
Maturity Amount) is set forth on the form of Capital Appreciation Bond herein for
the Issuance Date and for each March 1 and September 1. For any other date, the
228
Accreted Value shall be determined by a straight-line interpolation between the
values set forth on the form of Capital Appreciation Bond.
The term "Bonds" shall mean the $7,364,391.80 City of Pearland, Texas, Refund-
ing Bonds, Series 1990, authorized in this Ordinance, unless the context clearly
indicates otherwise.
The term "Business Day" shall mean any day which is not a Saturday, Sunday, or
a day on which the Registrar is authorized by law or executive order to close, or a
legal holiday.
The term "Capital Appreciation Bonds" shall mean those Bonds maturing on March
1 in the years 2008 and 2009, issued in the principal amount of $949,391.80.
The term "City" shall mean the City of Pearland, Texas.
The term "Code" shall mean the Internal Revenue Code of 1986, as amended.
The term "Comptroller" shall mean the Comptroller of Public Accounts of the
State of Texas.
The term "Current Interest Bonds" shall mean those Bonds maturing on March 1
in each of the years 2002 through 2007, issued in the principal amount of
$6,415,000.
The term "Escrow Agent" shall mean First City, Texas -Houston, N.A., Houston,
Texas, and any successor in that capacity.
The term "Escrow Agreement" shall mean the agreement between the City and the
Escrow Agent relating to the escrow of funds to pay the Refunded Bonds.
The term "Interest and Sinking Fund" shall mean the interest and sinking fund
for payment of the Bonds established by the City in Section 19 of this Ordinance.
The term "Interest Payment Date", when used in conjunction with any Current
Interest Bond, shall mean March 1, 1991, and each September 1 and March 1 thereafter
until maturity or prior redemption.
The term "Issuance Date" shall mean the date on which the Bonds are delivered
to and paid for by the Underwriter.
The term "Maturity Amount" with respect to any Capital Appreciation Bond shall
mean the amount payable to the Owner thereof at maturity, which shall include both
principal and accrued interest.
The term "Ordinance" as used herein and in the Bonds shall mean this ordinance
authorizing the Bonds.
The term "Owner" shall mean any person who shall be the registered owner of
any outstanding Bond.
The term "Paying Agent" shall mean the Registrar.
The term "Record Date" shall mean, with respect to Current Interest Bonds, the
close of business on the 15th day of the calendar month next preceding each Interest
Payment Date.
The term "Refunded Bonds" shall mean the City's Refunding Bonds, Series 1985,
dated August 15, 1985, in the aggregate principal amount of $6,795,000, maturing on
March 1 in the following years and amounts:
1991
$ 260,000
1992
565,000
1993
575,000
1994
525,000
1995
1,120,000
1996
1,190,000
1997
1,280,000
1998
415,000
1999
345,000
2000
295,000
2001
225,000
2".
The particular bonds being refunded shall be selected by the Escrow Agent in accord-
ance with Section 24 of this this Ordinance.
The term "Register" shall mean the books of registration kept by the Regis-
trar, in which are maintained the names and addresses of, and the principal amounts
of the Bonds registered to, each Owner.
The term "Registrar" shall mean First City, Texas -Houston, N.A., Houston,
Texas, and its successors in that capacity.
The term "Report" shall mean the report of KPMG Peat Marwick, Certified Public
Accountants, verifying the accuracy of certain mathematical computations relating to
the Bonds and the Refunded Bonds.
The term "Underwriter" shall mean Rauscher Pierce Refsnes, Inc.
3. Authorization. The bonds shall be issued in fully registered form in
the, principal amount of Seven Million Three Hundred Sixty -Four Thousand Three Hun-
dred Ninety -One Dollars and Eighty Cents ($7,364,391.80) for the purpose of refund-
ing the Refunded Bonds.
4. Designation, Date, and Interest Payment Dates. The Bonds shall be
designated as "CITY OF PEARLAND, TEXAS, REFUNDING BONDS, SERIES 1990" and shall be
dated October 1, 1990. The Current Interest Bonds shall bear interest at the rates
set forth in Section 5(a) of this Order from the later of October 1, 1990, or the
most recent Interest Payment Date to which such interest has been paid or duly
provided for, calculated on the basis of a 360 day year of twelve 30 day months.
The Capital Appreciation Bonds shall bear interest from the Issuance Date at the
rates set forth in Section 5(b), calculated on the basis of a 360 day year of twelve
30 day months.
5. Initial Bonds, Numbers and Denominations. (a) The Current Interest
Bonds shall be initially issued bearing the numbers, in the principal amounts, and
bearing interest at the rates set forth in the following schedule, and may be trans-
ferred and exchanged as set out in this Ordinance. The Current Interest Bonds shall
mature on March 1 in each of the years and in the amounts set out in such schedule.
Current Interest Bonds delivered on transfer of or in exchange for other Current
Interest Bonds shall be numbered (with appropriate prefix) in order of their authen-
tication by the Registrar, shall be in the denomination of $5,000 or integral multi-
ples thereof, and shall mature on the same date and bear interest at the same rate
as the Bond or Bonds in lieu of which they are delivered.
CURRENT INTEREST BONDS
Bond
Principal
Principal
Interest
Number
Year
Amount
Rate
R-1
2002
$ 315,000
7.10%
R-2
2003
390,000
7.15%
R-3
2004
1,220,000
7.20%
R-4
2005
1,315,000
7.25%
R-5
2006
1,415,000
7.30%
R-6
2007
1,760,000
7.35%
(b) The Capital Appreciation Bonds shall be initially 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 Capital Appreciation Bonds shall mature on March 1 in each of the
years and in the Maturity Amounts set out in such schedule. Capital Appreciation
Bonds delivered on transfer of or in exchange for other Capital Appreciation Bonds
shall be numbered (with appropriate prefix) in order of their authentication by the
Registrar, shall be in the Maturity Amount of $5,000 or integral multiples thereof,
and shall mature on the same date and bear interest at the same rate as the Bond or
Bonds in lieu of which they are delivered.
CAPITAL APPRECIATION BONDS
Bond
Principal
Interest
Maturity
Number
Year Amount
Rate
Amount
CR -1
2008 $501,646.60
7.55%
$1,820,000
CR -2
2009 447,745.20
7.60%
1,765,000
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6. Execution of Bonds: Seal. The Bonds shall be signed by the Mayor 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 fac-
simile thereon. Such facsimile signatures on the Bonds shall have the same effect
as if each of the Bonds had been signed manually and in person by each of said
officers, and such facsimile seal on the Bonds shall have the same effect as if the
official seal of the City had been manually impressed upon each of the Bonds. If
any officer of the City whose manual or facsimile signature shall appear on the
Bonds shall cease to be such officer before the authentication of such Bonds or
before the delivery of such Bonds, such manual or facsimile signature shall never-
theless be valied and sufficient for all purposes as if such officer had remained in
such office.
7. Approval by Attorney General; Registration b
2 Comptroller. The Bonds to
be initially issued shall be delivered to the Attorney General of Texas for approval
and shall be registered by the Comptroller. The manually executed registration --
certificate of the Comptroller substantially in the form provided in Section 17 of
this Ordinance shall be attached or affixed to the Bonds to be initially issued.
8. Authentication. Except for the Bonds to be initially issued, which need
not be authenticated by the Registrar, only such Bonds which bear thereon a certifi-
cate of authentication, substantially in the form provided in Section 17 of this
Ordinance, manually executed by an authorized representative of the 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 Bonds so authenticated were delivered by the Registrar hereunder.
9. Payment of Principal and Interest. The Registrar is hereby appointed as
the paying agent and registrar for the Bonds. The principal of the Current Interest
Bonds and the Maturity Amount of the Capital Appreciation Bonds shall be payable,
without exchange or collection charges, in any coin or currency of the United States
of America which on the date of payment is legal tender for the payment of debts due
the United States of America, upon their presentation and surrender as they respec-
tively become due and payable, whether at maturity or by prior redemption, at the
principal corporate trust office of the Registrar. The interest on each Current
Interest Bond shall be payable on each Interest Payment Date, by check mailed by the
Registrar on or before the Interest Payment Date to the Owner of record as of the
Record Date, to the address of such Owner as shown on the Register.
If the date for payment of the principal of or interest on any Bond is not a
Business Day, then the date for such payment shall be the next succeeding Business �.
Day with the same force and effect as if made on the date payment was originally
due.
10. Successor Registrars. The City covenants that at all times while any Bonds
are outstanding it will provide a commercial bank or trust company organized under
the laws of the State of Texas or other entity duly qualified and legally authorized
to act as Registrar for the Bonds. The City reserves the right to change the Regis-
trar for the Bonds on not less than 60 days written notice to the Registrar, so long
as any such notice is effective not less than 60 days prior to the next succeeding
principal or interest payment date on the Bonds. Promptly upon the appointment of
any successor Registrar, the previous Registrar shall deliver the Register or copies
thereof to the new Registrar, and the new Registrar shall notify each Owner, by
Untied States mail, first class postage prepaid, of such change and of the address
of the new Registrar. Each Registrar hereunder, by acting in that capacity, shall
be deemed to have agreed to the provisions of this Section.
11. Special Record Date. If interest on any Current Interest Bond is not paid
on any Interest Payment Date and continues unpaid for thirty (30) days thereafter,
the Registrar shall establish a new record date for the payment of such interest, to
be known as a Special Record Date. The 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 pre-
paid, not later than five (5) days prior to the Special Record Date, to each affect-
ed Owner of record as of the close of business on the day prior to the mailing of
such notice.
12. Ownership; Unclaimed Principal and Interest. The City, the Registrar and
any other person may treat the person in whose name any Bond is registered as the
absolute owner of such Bond for the purpose of making and receiving payment of the
principal of or interest on such Bond, and for all other purposes, whether or not
231
such Bond is overdue, and neither the City nor the Registrar shall be bound by any
notice or knowledge to the contrary. Al payments made to the person deemed to be
the Owner of any Bond in accordance with this Section 12 shall be valid and effectu-
al and shall discharge the liability of the City and the Registrar upon such Bond to
the extent of the sums paid.
Amounts held by the Registrar which represent principal of and interest on the
Bonds remaining unclaimed by the Owner after the expiration of three years from the
date such amounts have become due and payable shall be reported and disposed of by
the Registrar in accordance with the applicable provisions of Texas law including,
to the extent applicable, Title 6 of the Texas Property Code, as amended.
13. Registration. Transfer, and Exchange. So long as any Bonds remain out-
standing, the Registrar shall keep the Register at its principal corporate trust
office and, subject to such reasonable regulations as it may prescribe, the Regis-
trar shall provide for the registration and transfer of Bonds in accordance with the
terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and surrender
thereof at the principal corporate trust office of the Registrar, duly endorsed for
transfer, or accompanied by an assignment duly executed by the registered Owner or
his authorized representative in form satisfactory to the Registrar. Upon due
presentation of any Bond for transfer, the Registrar shall authenticate and deliver
in exchange therefor, within 72 hours after such presentation, a new Bond or Bonds
of the same type (Current Interest or Capital Appreciation), registered in the name
of the transferee or transferees, in authorized denominations and of the same matu-
rity and aggregate principal amount (for Current Interest Bonds) or Maturity Amount
(for Capital Appreciation Bonds) and bearing interest at the same rate as the Bond
or Bonds so presented.
All Bonds shall be exchangeable upon presentation and surrender thereof at the
principal corporate trust office of the Registrar for a Bond or Bonds of the same
type (Current Interest or Capital Appreciation), maturity and interest rate and in
any authorized denomination or Maturity Amount, in an aggregate amount equal to the
unpaid principal amount or Maturity Amount of the Bond or Bonds presented for ex-
change. The Registrar shall be and is hereby authorized to authenticate and deliver
exchange Bonds in accordance with the provisions of this Section 13. Each Bond
delivered in accordance with this Section 13 shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such Bond is delivered.
The City or the Registrar may require the Owner of any Bond 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 Bond. Any fee or charge of the
Registrar for such transfer or exchange shall be paid by the City.
14. Mutilated. Lost, or Stolen Bonds. Upon the presentation and surrender to
the Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in
exchange therefor a replacement Bond of like maturity, interest rate, and principal
amount or Maturity Amount, bearing a number not contemporaneously outstanding. If
any Bond is lost, apparently destroyed, or wrongfully taken, the City, pursuant to
the applicable laws of the State of Texas and in the absence of notice or knowledge
that such Bond has been acquired by a bona fide purchaser, shall authorize and the
Registrar shall authenticate and deliver a replacement Bond of like maturity, inter-
est rate and principal amount or Maturity Amount, bearing a number not contemporane-
ously outstanding.
The City or the Registrar may require the Owner of a mutilated Bond 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 Registrar. The City or the Registrar may require the Owner of a
lost, apparently destropyed or wrongfully taken Bond, before any replacement Bond is
issued, to:
(1) furnish to the City and the Registrar satisfactory
evidence of the ownership of and the circumstances of
the loss, destruction or theft of such Bond;
(2) furnish such security or indemnity as may be required
by the Registrar and the City to same them harmless;
(3) pay all expenses and charges in connection therewith,
including, but not limited to, printing costs, legal
232
fees, fees of the Registrar and any tax or other gov-
ernmental charge that may be imposed; and
(4) meet any other reasonable requirements of the City and
the Registrar.
If, after the delivery of such replacement Bond, a bona fide purchaser of the origi-
nal Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Registrar shall be entitled to recover such replace-
ment Bond 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 Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has
become or is about to become due and payable, the City in its discretion may, in-
stead of issuing a replacement Bond, authorize the Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this Section 14 shall be
entitled to the benefits and security of this Ordinance to the same extent as the
Bond or Bonds in lieu of which such replacement Bond is delivered.
15. Cancellation of Bonds. All Bonds paid in accordance with this Ordinance,
and all Bonds in lieu of whicF exchange Bonds or replacement Bonds are authenticated
and delivered in accordance herewith, shall be cancelled and destroyed upon the
making of proper records regarding such payment. The Registrar shall furnish the
City with appropriate certificates of destruction of such Bonds.
16. Optional Redemption. The City reserves the right, at its option, to redeem
Bonds prior to maturity, in whole or from time to time in part, on September 1,
2000, or any date thereafter, at a price of, with respect to Current Interest Bonds,
par plus accrued interest to the date fixed for redemption and, with respect to
Capital Appreciation Bonds, 103% of the Accreted Value on the dated fixed for re-
demption.
Bonds may be redeemed only in integral multiples of $5,000. If a Bond subject
to redemption is in a denomination larger than $5,000, a portion of such Bond may be
redeemed, but only in integral multiples of $5,000. Upon surrender of any Bond for
redemption in part, the Registrar, in accordance with Sectin 13 hereof, that authen-
ticate and deliver in exchange therefor a Bond or Bonds of like maturity and inter-
est rate in an aggregate principal amount or Maturity Amount equal to the unredeemed
portion of the Bond so surrendered.
If less than all of the Bonds are to be redeemed, the City shall determine the
amounts and maturities to be redeemed.
Notice of any redemption identifying the Bonds to be redeemed shall be given
by the Registrar at least thirty days prior to the date fixed for redemption by
sending written notice by first class mail to the Owner of each Bond to be redeemed
in whole or in part at the address shown on the Register. Such notices shall state
the redemption date, the redemption price, the place at which Bonds are to be sur-
rendered for payment and, if less than all Bonds outstanding are to be redeemed, the
number of the Bonds or portions thereof to be redeemed. Any notice given as provid-
ed in this Section 16 shall be conclusively presumed to have been duly given, wheth-
er or not the Owner receives such notice. By the date fixed for redemption, due
provision shall be made with the Registrar for payment of the redemption price of
the Bonds or portions thereof to be redeemed, plus any accrued interest to the dated
fixed for redemption. When Bonds have been called for redemption in whole or in
part and due provision has been made to redeem same as herein provided, the Bonds or
portions thereof so redeemed shall no longer be regarded as outstanding except for
the purpose of receiving payment solely from the funds so provided for redemption,
and the rights of the Owners to collect interest which would otherwise accrue after
the redemption date on any Bond or portion thereof called for redemption shall
terminate on the date fixed for redemption.
17. Forms. The form of the Bonds, including the form of the Registrar's Au-
thentication Certificate, the form of Assignment, the form of legend regarding bond
insurance, and the form of Registration Certificate of the Comptroller, which shall
be attached or affixed to the Bonds initially issued, shall be, respectively, sub-
stantially as follows, with such additions, deletions and variations as may be
necessary or desirable and not prohibited by this Ordinance:
FORM OF CURRENT INTEREST BONDS 232
United States of America
State of Texas
NUMBER DENOMINATION
REGISTERED REGISTERED
CITY OF PEARLAND, TEXAS
REFUNDING BOND
SERIES 1990
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
October 1, 1990
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Pearland, Texas (the "City") promises to pay to the registered
owner identified above, or registered assigns, on the date specified above, upon
presentation and surrender of this Bond at the principal corporate trust office of
First City, Texas -Houston, N.A., Houston, Texas (the "Registrar"), the principal
amount identified above, payable in any coin or currency of the United States of
America which on the date of payment is legal tender for the payment of debts due
the United States of America, and to pay interest thereon at the rate shown above,
calculated on the basis of a 360 day year of twelve 30 day months, from the later of
October 1, 1990, or the most recent interest payment date to which interest has been
paid or duly provided for. Interest on this Bond is payable by check on March 1 and
September 1, beginning on March 1, 1991, mailed to the registered owner of record as
of the close of business on the 15th day of the calendar month next preceding each
interest payment date (the "Record Date").
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET
FORTH AT THIS PLACE.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor and countersigned with the manual or facsimile signature of
the City Secretary, and the official seal of the City has been duly impressed, or
placed in facsimile, on this Bond.
(AUTHENTICATION (SEAL) CITY OF PEARLAND, TEXAS
CERTIFICATE)
Mayor
City Secretary
(Back Panel of Bond)
THIS BOND is one of a duly authorized issue of Bonds, aggregating
$7,364,391.80 (the "Bonds"), issued for the purpose of refunding a portion of the
City's outstanding Refunding Bonds, Series 1985, and pursuant to an ordinance adopt-
ed by the City Council on September 12, 1990, (the "Ordinance"). The Bonds are
issued as (i) Bonds in the aggregate principal amount of $949,391.80 which pay
interest only at maturity or prior redemption (the "Capital Appreciation Bonds") and
(ii) Bonds in the aggregate principal amount of $6,415,000 which pay interest semi-
annually until maturity or prior redemption (the "Current Interest Bonds").
THE CITY RESERVES THE RIGHT, at its option, to redeem Bonds prior to their
scheduled maturities, in whole or from time to time in part, in integral multiples
of $5,000, on September 1, 2000, or any date thereafter, at a price of, with respect
to Current Interest Bonds, par plus accrued interest to the date fixed for redemp-
tion and, with respect to Capital Appreciation Bonds, 103% of the Accreted Value on
the date fixed for redemption. Reference is made to the Ordinance for complete
details concerning the manner of redeeming Bonds.
239
NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the
date fixed for redemption by first class mail, addressed to the registered owners of
each Bond to be redeemed in whole or in part at the address shown on the books of
registration kept by the Registrar. When Bonds or portions thereof have been called
for redemption, and due provision has been made to redeem the same, the amounts so
redeemed shall be payable solely from the funds provided for redemption, and inter-
est which would otherwise accrue on the amounts called for redemption shall termi-
nate on the date fixed for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the princi-
pal corporate trust office of the Registrar, duly endorsed for transfer or accompa-
nied by an assignment duly executed by the registered owner or his authorized repre-
sentative, subject to the terms and conditions of the Ordinance.
THE CURRENT INTEREST BONDS ARE EXCHANGEABLE at the principal corporate trust
office of the Registrar for Bonds in the principal amount of $5,000 or any integral
multiple thereof, subject to the terms and conditions of the Ordinance.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to
any benefit under the Ordinance unless this Bond is either (i) registered by the
Comptroller of Public Accounts of the State of Texas by registration certificate
attached or affixed hereto or (ii) authenticated by the Registrar by due execution
of the authentication certificate endorsed hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all times provide a
legally qualified registrar for the Bonds and will cause notice of any change of
registrar to be mailed to each registered owner.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly
and validly issued and delivered; that all acts, conditions and things required or
proper to be performed, to exist and to be done precedent to or in the issuance and
delivery of this Bond have been performed, exist and have been done in accordance
with law; and that annual ad valorem taxes, within the limits prescribed by law,
sufficient to provide for the payment of the interest on and principal of this Bond,
as such interest comes due and such principal matures, have been levied and ordered
to be levied against all taxable property in the City, and have been pledged irrevo-
cably for such payment.
NUMBER
REGISTERED
MATURITY DATE:
REGISTERED OWNER:
MATURITY AMOUNT:
FORM OF CAPITAL APPRECIATION BONDS
United States of America
State of Texas
DENOMINATION
REGISTERED
CITY OF PEARLAND, TEXAS
REFUNDING BOND
SERIES 1990
ISSUANCE DATE: CUSIP:
October 11, 1990
DOLLARS
The City of Pearland, Texas (the "City") promises to pay to the registered
owner identified above, or registered assigns, on the date specified above, upon
presentation and surrender of this Bond at the principal corporate trust office of
First City, Texas -Houston, N.A., Houston, Texas, (the "Registrar"), the Maturity
Amount identified above, representing the principal amount hereof and accrued and
compounded interest hereon (both as shown in the table on the reverse of this Bond),
in any coin or currency of the United State of America which on the date of payment
is legal tender for the payment of debts due the United States of America. The date
of this Bond is October 1, 1990, 'but interest shall accrue on the principal amount
hereof from the Issuance Date at the per annum rate specified on the Table of Ac-
235
credted Values on the reverse hereof. The Accreted Value (per $5,000 of Maturity
Amount) of this Bond, as of the Issuance Date and as of each March 1 and September 1
is set forth on the reverse hereof. Such value as of any other date shall be deter-
mined by straight-line interpolation between such values.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET
FORTH AT THIS PLACE.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor and countersigned with the manual or facsimile signature of
the City Secretary, and the official seal of the City has been duly impressed, or
placed in facsimile, on this Bond.
(AUTHENTICATION (SEAL) CITY OF PEARLAND, TEXAS
CERTIFICATE)
Mayor
City Secretary
(Back Panel of Bond)
THIS BOND is one of a duly authorized issue of Bonds, aggregating
$7,364,391.80 (the "Bonds"), issued for the purpose of refunding a portion of the
City's outstanding Refunding Bonds, Series 1985, and pursuant to an ordinance adopt-
ed by the City Council on September 12, 1990, (the "Ordinance"). The Bonds are
issued as (i) Bonds in the aggregate principal amount of $949,391.80 which pay
interest only at maturity or prior redemption (the "Capital Appreciation Bonds") and
(ii) Bonds in the aggregate principal amount of $6,415,000 which pay interest semi-
annually until maturity or prior redemption (the "Current Interest Bonds").
THE CITY RESERVES THE RIGHT, at its option, to redeem Bonds prior to their
scheduled maturities, in whole or from time to time in part, in integral multiples
of $5,000, on September 1, 2000, or any date thereafter, at a price of, with respect
to Current Interest Bonds, par plus accrued interest to the date fixed for redemp-
tion and, with respect to Capital Appreciation Bonds, 103% of the Accreted Value on
the date fixed for redemption. Reference is made to the Ordinance for complete
details concerning the manner of redeeming Bonds.
NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the
dated fixed for redemption by first class mail, addressed to the registered owners
of each Bond to be redeemed in whole or in part at the address shown on the books of
registration kept by the Registrar. When Bonds or portions thereof have been called
for redemption, and due provision has been made to redeem the same, the amounts so
redeemed shall be payable solely from the funds provided for redemption, and inter-
est which would otherwise accrue on the amounts called for redemption shall termi-
nate on the date fixed for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the princi-
pal corporate trust office of the Registrar, duly endorsed for transfer or accompa-
nied by an assignment duly executed by the registered owner or his authorized repre-
sentative, subject to the terms and conditions of the Ordinance.
THE CAPITAL APPRECIATION BONDS ARE EXCHANGEABLE at the principal corporate
trust office of the Registrar for Bonds in the maturity amount of $5,000 or any
integral multiple thereof, subject to the terms and conditions of the Ordinance.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to
any benefit under the Ordinance unless this Bond is either (i) registered by the
Comptroller of Public Accounts of the State of Texas by registration certificate
attached or affixed hereto or (ii) authenticated by the Registrar by due execution
of the authentication certificate endorsed hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all times provide a
legally qualified registrar for the Bonds and will cause notice of any change of
236
registrar to be mailed to each registered owner.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly
and validly issued and delivered; that all acts, conditions and things required or
proper to be performed, to exist and to be done precedent to or in the issuance and
delivery of this Bond have been performed, exist and have been done in accordance
with law; and that annual ad valorem taxes, within the limits prescribed by law,
sufficient to provide for the payment of the interest on and principal of this Bond,
as such interest comes due and such principal matures, have been levied and ordered
to be levied against all taxable property in the City, and have been pledged irrevo-
cably for such payment.
TABLE OF ACCRETED VALUES
The Accreted Value and principal amount (per $5,000 of Maturity Amount), --
together with the interest rate as as follows:
MATURITY (MARCH 1)
2008
2009
PRINCIPAL AMOUNT
$1,378.15
$1,268.40
INTEREST RATE
7.55%
7.60%
October 11, 1990
1,378.15
1,268.40
March 1, 1991
1,418.46
1,305.77
September 1,
1991
1,472.01
1,355.38
March 1, 1992
1,527.57
1,406.89
September 1,
1992
1,585.24
1,460.35
March 1, 1993
1,645.08
1,515.84
September 1,
1993
1,707.18
1,573.45
March 1, 1994
1,771.63
1,633.24
September 1,
1994
1,838.51
1,695.30
March 1, 1995
1,907.91
1,759.72
September 1,
1995
1,979.94
1,826.59
March 1, 1996
2,054.68
1,896.00
September 1,
1996
2,132.24
1,968.05
March 1, 1997
2,212.74
2,042.84
September 1,
1997
2,296.27
2,120.46
March 1, 1998
2,382.95
2,201.04
September 1,
1998
2,472.91
2,284.68
March 1, 1999
2,566.26
2,371.50
September 1,
1999
2,663.14
2,461.62
March 1, 2000
2,763.67
2,555.16
September 1,
2000
2,868.00
2,652.25
March 1, 2001
2,976.27
2,753.04
September 1,
2001
3,088.62
2,857.65
March 1, 2002
3,205.21
2,966.25
September 1,
2002
3,326.21
3,078.96
March 1, 2003
3,451.78
3,195.96
September 1,
2003
3,582.08
3,317.41
March 1, 2004
3,717.30
3,443.47
September 1,
2004
3,857.63
3,574.32
March 1, 2005
4,003.26
3,710.15
March 1, 2006
4,311.21
3,997.48
September 1,
2006
4,473.96
4,149.38
March 1, 2007
4,642.85
4,307.06
September 1,
2007
4,818.12
4,470.72
March 1, 2008
5,000.00
4,640.61
September 1,
2008
4,816.96
March 1, 2009
5,000.00
Form of Registration Certificate
of Comptroller of Public Accounts
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity,
and approved by the Attorney General of the State of Texas, and that this Bond has
been registered by the Comptroller of Public Accounts of the State of Texas.
(SEAL)
WITNESS MY SIGNATURE AND SEAL this
Comptroller of Public Accounts
of the State of Texas
Form of Registrar's Authentication Certificate
AUTHENTICATION CERTIFICATE
_ It is hereby certified that this Bond has been delivered
pursuant to the Bond Ordinance described in the text of this
Bond, in exchange for or in replacment of a Bond, Bonds or a
portion of a Bond or Bonds of a Series which was originally
approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts of the
State of Texas.
First City, Texas -Houston, N.A.
By
Authorized Signature
Date of Authentication
Form of Assignment
ASSIGNMENT
237
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
said Bond
on the books kept for registration
thereof, with
full power
of substitution
in the premises.
DATED:
Signature Guaranteed:
NOTICE: Signature must be
guaranteed by a member firm
of the New York Stock Exchange
or a commercial bank or trust
company.
Registered Owner
NOTICE: The signature above
must correspond to the name
of the registered owner as
shown on the face of this
Bond in every particular,
without any alteration,
enlargement or change what-
soever.
Form of Bond Insurance Legend
STATEMENT OF INSURANCE
Financial Guaranty Insurance Company ("Financial Guaranty") has
issued a policy containing the following provisions with respect to
the City of Pearland, Texas Refunding Bonds, Series 1990 (the
"Bonds"), such policy being on file at the principal office of the
Registrar, as paying agent (the "Paying Agent"):
Financial Guaranty hereby unconditionally and irrevocably agrees
to pay for disbursement to the Bondholders that portion of the princi-
pal (or the Accreted Value in the case of Capital Appreciation Bonds)
of and interest on the Bonds which is then due for payment and which
the issuer of the Bonds (the "Issuer") shall have failed to provide.
Due for payment means, with respect to the principal (or the Accreted
238
Value in the Case of Capital Appreciation Bonds), the stated maturity
date thereof, or the date on which the same shall have been duly
called for mandatory sinking fund redemption, but not any earlier date
on which the payment of principal (or the Accreted Value in the case
of Capital Appreciation Bonds) of the Bonds is due by reason of accel-
eration, and with respect to interest, the stated date for payment of
such interest.
Upon receipt of telephonic or telegraphic notice, subsequently
confirmed in writing, or written notice by registered or certified
mail, from a Bondholder or the Paying Agent to Financial Guaranty that
the required payment of principal (or the Accreted Value in the case
of Capital Appreciation Bonds) or interest has not been made by the
Issuer to the Paying Agent, Financial Guaranty on the due date of such
payment or within one business day after receipt of notice of such
nonpayment, whichever is later, will make a deposit of funds, in an
account with Citibank, N.A., or its successor as its agent (the
"Fiscal Agent"), sufficient to make the portion of such payment not
paid by the Issuer. Upon presentation to the Fiscal Agent of evidence
satisfactory to is of the Bondholder's right to receive such payment
and any appropriate instruments of assignment required to vest all of
such Bondholder's right to such payment in Financial Guaranty, the
Fiscal Agent will disburse such amount to the Bondholder.
As used herein the term "Bondholder" means the person other than
the Issuer who at the time of nonpayment of a Bond is entitled under
the terms of such Bond to payment thereof.
The policy is non -cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
18. Legal Opinion, Cusip Numbers. The approving opinion of
Vinson & Elkins, Houston, Texas, and CUSIP Numbers may be printed on
the Bonds, but errors or omissions in the printing of such opinion or
such numbers shall have no effect on the validity of the Bonds.
19. Interest and Sinking Fund: Tax Levy. There is hereby estab-
lished a separate fund of the City to be known as the Series 1990
Refunding Bonds Interest and Sinking Fund (the "Interest and Sinking
Fund"), which shall be kept separate and apart from all other funds of
the City. The proceeds from all taxes levied, assessed and collected
for and on account of the Bonds authorized by this Ordinance shall be
deposited, as collected, in the Interest and Sinking Fund. While the
Bonds or any part of the principal thereof or interest thereon remain
outstanding and unpaid, there is hereby levied and there shall be
annually assessed and collected in due time, form and manner, and at
the same time as other City taxes are assessed, levied and collected,
in each year, beginning with the current year, a continuing direct
annual ad valorem tax, within the limits prescribed by law, upon all
taxable property in the City, sufficient to pay the current interest
on the Bonds as the same becomes due and to provide and maintain a
sinking fund of not less than two percent of the principal amount of
the Bonds or the amount required to pay each installment of principal
of the Bonds as the same matures, whichever is greater, full allowance
being made for delinquencies and costs of collection, and said taxes
are hereby irrevocably pledged to the payment of the interest on and
principal of the Bonds and to no other purpose.
To pay the interest, coming due on the Bonds on March 1, 1991,
there is hereby appropriated from current funds, which are hereby
certified to be on hand and available for such purpose, an amount
sufficient to make such payment, and such amount shall be used for no
other purpose.
20. Further Proceedings. After the Bonds to be initially issued
shall have been executed, it shall be the duty of the Mayor and other
appropriate officials and agents of the City to deliver the Bonds to
be initially issued and all pertinent records and proceedings to the
Attorney General of the State of Texas, for examination and approval.
After the Bonds 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 Bonds to be initially issued,
the Comptroller (or the Comptroller's bond clerk or an assistant bond
clerk lawfully designated in writing to act for the Comptroller) shall
manually sign the Comptroller's Registration Certificate prescribed
herein and the seal of said Comptroller shall be impressed, or placed
in facsimile, thereon.
21. Sale, Bond Purchase Agreement. The Bonds are hereby sold and
shall be delivered to the Underwriter at a price of $7,231,832.75 plus
accrued interest to the date of delivery, in accordance with the terms
of a bond purchase agreement of even date herewith, presented to and
hereby approved by the City Council, which price and terms are hereby
fond and determined to be the most advantageous reasonably obtainable
by the City. The Mayor and other appropriate officials of the City
are hereby authorized and directed to execute such bond purchase
agreement on behalf of the City, and the Mayor and all other officers,
agents and representatives 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 Bonds.
22. Tax Exemption. (a) General Tax Covenant. The City intends
that the interest on the Bonds shall be excludable from gross income
for purposes of federal income taxation pursuant to sections 103 and
141 through 150 of the Code, and applicable regulations. The City
covenants and agrees not to take any action, or knowlingly omit to
take any action within its control, that if taken or omitted, respec-
tively, would cause the interest on the Bonds to be includable in
gross income, as defined in section 61 of the Code, of the Owners
thereof for purposes of federal income taxation. In particular, the
City covenants and agrees to comply with each requirement of this
Section 22; provided, however, that the City shall not be required to
comply with any particular requirement of this Section 22 if the City
has received an opinion of nationally recognized bond counsel ("Coun-
sel's Opinion") that such noncompliance will not adversely affect the
exclusion from gross income for federal income tax purposes of inter-
est on the Bonds or if the City has received a Counsel's Opinion to
the effect that compliance with some other requirement set forth in
this Section 22 will satisfy the applicable requirements of the Code,
in which case compliance with such other requirement specified in such
Counsel's Opinion shall constitute compliance with the corresponding
requirement specified in this Section 22.
(b) Use of Proceeds. The City covenants and agrees that its use
of the Net Proceeds of the Bonds and the Refunded Bonds will at all
times satisfy the following requirements:
(i) The City will use all of the Net Proceeds of the Bonds
to (A) acquire Escrowed Securities (as hereinafter
defined) sufficient to pay the principal of and inter-
est on the Refunded Bonds, and (B) to pay the costs of
issuing the Bonds, except for amounts, if any, de-
scribed in the Report as the rounding amount and the
ending cash balance in the Escrow Fund (as hereinafter
defined). The City has limited and will limit the
amount of original or investment proceeds of the Re-
funded Bonds to be used (other than use as a member of
the general public) in the trade or business of any
person other than a governmental unit to an amount
aggregating no more than ten percent of the Net Pro-
ceeds of the Refunded Bonds ("private -use proceeds").
For purposes of this Section, the term "person" in-
cludes any individual, corporation, partnership, unin-
corporated association, or any other entity capable of
carrying on a trade or business; and the term "trade or
business" means, with respect to any natural person,
any activity regularly carried on for profit and, with
respect to persons other than natural persons, any
activity other than an activity carried on by a govern-
mental unit. Any use of proceeds of the Refunded Bonds
in any manner contrary to the guidelines set forth in
Revenue Procedures 82-14, 1982-1 C.B. 459, and 82-15,
1982-1 C.B. 460, including any revisions or amendments
thereto, shall constitute the use of proceeds in the
trade of business of one who is not a governmental
240
unit;
(ii) The City has not permitted and will not permit more
than five percent of the Net Proceeds of the Refunded
Bonds to be used in the trade or business of any person
other than a governmental unit if such use is unrelated
to the governmental purpose of such Refunded Bonds.
Further, the amount of private -use proceeds of the
Refunded Bonds in excess of five percent of the Net
Proceeds of the Refunded Bonds ("excess private -use
proceeds") did not and will not exceed the proceeds of
the Refunded Bonds expended for the governmental pur-
pose of the Refunded Bonds to which such excess pri-
vate -use proceeds relate;
(iii)The City has not permitted and will not permit an
amount of proceeds of the Refunded Bonds exceeding the
lesser of (a) $5,000,000 or (b) five percent of the Net
Proceeds of the Refunded Bonds to be used, directly or
indirectly, to finance loans to persons other than
governmental units.
When used in this Section 22, the term Net Proceeds of the Bonds and
the Refunded Bonds shall mean the proceeds from the sale of each issue
of the Bonds and the Refunded Bonds, respectively, including invest-
ment earnings on the proceeds of such issue, less accrued interest
with respect to such issue.
(c) No Federal Guaranty. The City covenants and agrees not to
take any action, or knowlingly omit to take any action within its
control, that, if taken or omitted, respectively, would cause the
Bonds to be "federally guaranteed" within the meaning of section
149(b) of the Code and applicable regulations thereunder, except as
permiteed by section 149(b)(3) of the Code and such regulations.
(d) Bonds are not Hedge Bonds. The City covenants and agrees
that not more than 50 percent of the proceeds of the Bonds will be
invested in nonpurpose investments (as defined in section 148(f)(6)(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 expects that at least 85 percent of the spendable
proceeds of the Bonds will be used to carry out the governmental
purposes of the Bonds within the three-year period beginning on the
date the Bonds are issued.
(e) No -Arbitrage Covenant. The City shall certify, through an
authorized officer, employee or agent, that based upon all facts and
estimates known or reasonably expected to be in existence on the date
the Bonds are delivered, the City will reasonably expect that the
proceeds of the Bonds will not be used in a manner that would cause
the Bonds to be "arbitrage bonds" within the meaning of section 148(a)
of the Code and applicable regulations thereunder. Moreover, the City
covenants and agrees that it will make such use of the proceeds of the
Bonds including interest or other investment income derived from Bond
proceeds, regulate investments of proceeds of the Bonds, and take such
other and further action as may be required so that the Bonds will not
be "arbitrage bonds" within the meaning of section 148(a) of the Code
and applicable regulations thereunder.
(f) Arbitrage Rebate. 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 Bonds (within the mean-
ing of section 148(f)(6)(B) of the Code), be rebated to the federal
government. Specifically, the City will (i) maintain records regard-
ing the investment of the gross proceeds of the Bonds as may be re-
quired to calculate the amount earned on the investment of the gross —'
proceeds of the Bonds separately from records of amounts on deposit in
the funds and accounts of the City allocable to other obligations of
the City of moneys which do not represent gross proceeds of any obli-
gations of the City, (ii) calculate at such times as are required by
applicable regulations, the amount earned from the investment of the
gross proceeds of the Bonds which is required to be rebated to the
federal government, and (iii) pay, not less often than every fifth
241
anniversary date of the delivery of the Bonds, or on such other dates
as may be permitted by applicable regulations, all amounts required to
be rebated to the federal government. Further, the City will not
indirectly pay any amount otherwise payable to the federal government
pursuant to the foregoing requirements to any person otherj than the
federal government by entering into any investment arrangement with
respect to the gross proceeds of the Bonds that might result in a
reduction in the amount required to be paid to the federal government
because such arrangement results in a smaller profit or larger loss
than would have resulted if the arrangement had been at arms length
and had the yield on the issue not been relevant to either party.
r- (g) Information Reporting. The City covenants and agrees to
file or cause to be filed with the Secretary of the Treasury, not
later than the 15th day of the second calendar month after the close
of the calendar quarter in which the Bonds are issued, an information
statement concerning the Bonds, all under and in accordance with
section 149(e) of the Code and applicable regulations thereunder.
23. Qualified Tax -Exempt Obligations. The City hereby designates
the Bonds as "qualified tax-exempt obligations for purposes of sec-
tion 265(b) of the Code. In connection therewith, the City represents
(a) that the aggregate amount of tax-exempt obligations issued by the
City during calendar year 1990, including the Bonds, which have been
designated as "qualified tax-exempt obligations" under section
265(b)(3) of the Code does not exceed $10,000,000, and (b) that the
reasonably anticipated amount of tax-exempt obligations which will be
issued by the City during calendar year 1990, including the Bonds,
will not exceed $10,000,000. For purposes of this Section 23, the
term "tax-exempt obligation" does not include "private activity bonds"
within the meaning of section 141 of the Code, other than "qualified
501(c)(3) bonds" within the meaning of section 145 of the Code. In
addition, for purposes of this Section 23, the City includes all
governmental units which are aggregated with the City under the Code.
24. Selection of Refunded Bonds. The Escrow Agent is hereby
designated as the City's agent to select bonds to be refunded and is
hereby authorized and directed to select the particular bonds to be
refunded by lot or by such other random method determined by the
Escrow Agent, from each maturity in which the Refunded Bonds consti-
tute less than all of the bonds of such maturity. The Escrow Agent is
further authorized and directed to give and publish notices identify-
ing the Refunded Bonds in the same manner and at the same times re-
quired for the redemption of bonds by the ordinance authorizing the
issuance of the Refunded Bonds.
25. Use of Proceeds. Proceeds from the sale of the Bonds shall,
promptly upon receipt by the City, be applied as follows:
(a) Accrued interest shall be deposited into the Interest
and Sinking Fund.
(b) The remaining proceeds from the sale of the Bonds shall
be applied to establish an escrow fund to refund the
Refunded Bonds, as more fully provided below, and, to
the extent not otherwise provided for, to pay all
expenses arising in connection with the issuance of the
Bonds, the establishment of such escrow fund and the
refunding of the Refunded Bonds. Any proceeds of the
Bonds remaining after making all such deposits and
payments shall be deposited into the Interest and
Sinking Fund.
26. Escrow Agreement. The discharge and defeasance of the Re-
funded Bonds shall be effectuated pursuant to the terms and provisions
of an Escrow Agreement to be entered into by and between the City and
First City, Texas -Houston, N.A., Houston, Texas, as Escrow Agent,
which shall be substantially in the form attached hereto as Exhibit A,
the terms and provisions of which are hereby approved, subject to such
insertions, additions and modifications as shall be necessary (a) to
carry out the program designed for the City by Rauscher Pierce
Refsnes, Inc., and which shall be certified as to mathematical accura-
cy by KPMG Peat Marwick, Certified Public Accountants, whose Report
242
shall be attached to the Escrow Agreement (b) to maximize the City's
present value savings and/or to minimize the City's costs of refund-
ing, (c) to comply with all applicable laws and regulations relating
to the refunding of the Refunded Bonds and (d) to carry out the other
intents and purposes of this Ordinance, and the Mayor or Mayor Pro Tem
is hereby authorized to execute and deliver such Escrow Agreement on
behalf of the City in multiple counterparts and the City Secretary or
an Assistant City Secretary is hereby authorized to attest thereto and
affix the City's seal.
27. Redemption of Refunded Bonds. The City hereby irrevocably
exercises its option to call Refunded Bonds for redemption prior to
maturity on March 1, 1995, at a price of par plus accrued interest to
the date fixed for redemption. The amounts and maturities of the
bonds to be so redeemed shall be as follows:
Maturity
Date
Amount Redeemed
March
1,
1996
$1,190,000
March
1,
1997
1,280,000
March
1,
1998
415,000
March
1,
1999
345,000
March
1,
2000
295,000
March
1,
2001
225,000
The City hereby designates the Escrow Agent as the City's agent
for the purpose of selecting the particular bonds within each of the
above maturities to be redeemed, and authorizes and directs the Escrow
Agent to make such selection by lot or other random method and to give
and publish notices of such redemption in the manner and at the times
required by the ordinance authorizing the issuance of the Refunded
Bonds.
28. Purchase of United States Treasury Obligations. To assure
the purchase of the Escrowed Securities referred to in the Escrow
Agreement, the Mayor or the Mayor Pro Tem, the City Manager, and the
Escrow Agent are hereby authorized to subscribe for, agree to pur-
chase, and purchase non -callable obligations of the United State of
America, in such amounts and maturities and bearing interest at such
rates as may be provided for in the Report, and to execute any and all
subscriptions, punccase agreements, commitments, letters of authoriza-
tion and other documents necessary to effectuate the foregoing, and
any actions heretofore taken for such purpose are hereby ratified and
approved.
29. Related Matters. To satisfy in a timely manner all of the
City's obligations under this Ordinance, the Bond Purchase Agreement,
and the Escrow Agreement, the Mayor or Mayor Pro Tem, the City Manag-
er, the City Secretary or an Assistant City Secretary, and all other
appropriate officers and agents of the City are hereby authorized and
directed to take all other actions that are reasonably necessary to
provide for the refunding of the Refunded Bonds, including, without
limitation, executing and delivering on behalf of the City all certif-
icates, consents, receipts, requests, and other documents as may be
reasonably necessary to satisfy the City's obligations under the
Escrow Agreement, the Bond Purchase agreement, and this Ordinance and
to direct the application of funds of the City consistent with the
provisions of such Escrow Agreement and this Ordinance.
30. Registrar. The form of agreement setting forth the duties of
the Registrar is hereby approved, and the appropriate officials of the
City are hereby authorized to execute such agreement for and on behalf
of the City.
31. Official Statement. The City Council ratifies and confirms
its prior approval of the form and content of the Preliminary Official
Statement prepared in the initial offering and sale of the Bonds and
hereby authorizes the preparation of a final Official Statement re-
flecting the terms of the bond purchase agreement with the Underwriter
and other relevant matters. The use of such Official Statement in the
reoffering of the Bonds by the Underwriter is hereby approved and
authorized. The proper officials of the City are hereby authorized to
execute and deliver a certificate pertaining to such Official State-
ment as prescribed therein, dated as of the date of payment for and
242
delivery of the Bonds.
32. No Personal Liability. No recourse shall be had for payment
of the principal of or interest on any Bonds or for any claim based
thereon, or on this Ordinance, against any official or employee of the
City or any person executing any Bonds.
33. Open Meeting. It is hereby officially found and determined
that the meeting at which this Ordinance was adopted was open to the
public, and that public notice of the time, place and purpose of said
meeting was given, all as required by Article 6252-17, Vernon's Texas
Civil Statutes, as amended.
34. Emergency. It is hereby officially found and determined that
this Ordinance relates to an immediate public emergency affecting
life, health, property and the public peace, and that the proceeds of
the Bonds are needed as soon as possible to restructure the City's
debt service, and that this Ordinance be passed and approved on the
date of its introduction.
PASSED AND APPROVED on first reading pursuant to Section 3.10 of
the City Charter this 12th day of September, 1990.
ATTEST:
/s/ Kay Krouse
City Secretary
City of Pearland, Texas
(SEAL)
/s/ C. V. Coppinger
Mayor
City of Pearland, Texas
EXHIBIT "A"
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Escrow Agreement") dated for conven-
ience September 12, 1990, but effective on the Escrow Funding Date
described herein, is made and entered into by and between the City of
Pearland, Texas, an incorporated city of the State of Texas (the
"City"), and First City, Texas -Houston, N.A., Houston, Texas (the
"Escrow Agent").
WHEREAS, the City has heretofore issued and there remain out-
standing the City's Refunding Bonds Series 1985, dated August 15,
1985; and
WHEREAS, the City desires to refund in advance of maturity a
portion of such bonds in the total aggregate amount of $6,795,000 (the
"Refunded Bonds"); and
WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as amended,
authorizes and empowers the City to deposit the proceeds of refunding
bonds payable from ad valorem taxes of the City, together with othe
available funds or resources, with any place of payment for the Re-
funded Bonds in an amount which is sufficient to provide for the
payment or redemption of the principal of and interest on the Refunded
Bonds; and
WHEREAS, the City Council of the City has adopted an ordinance
authorizing the issuance of the City's Refunding Bonds, Series 1990,
in the aggregate principal amount of $7,364,391.80 (the "Refunding
Bonds"), for the purpose of providing the funds necessary to refund
the Refunded Bonds; and
WHEREAS, the City Council of the City has further determined to
244
effectuate the advance refunding of the Refunded Bonds pursuant to
this Escrow Agreement, under which provision is made for the safekeep-
ing, investment, reinvestment, administration and disposition of the
proceeds of the Refunding Bonds, so as to provide firm banking and
financial arrangements for the discharge and final payment or redemp-
tion of the Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual undertakings,
promises and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby ac-
knowledged, and in order to secure the full and timely payment of the
principal of and the interest on the Refunded Bonds, the City and the
Escrow Agent contract and agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. Unless otherwise expressly provided
or unless the context clearly requires otherwise, the following terms
shall have the respective meanings specified below for all purposes of
this Escrow Agreement:
"City" shall mean the City of Pearland, Texas, and any successor
to its duties and and functions.
"Code" shall mean the Internal Revenue Code of 1986, as amended,
and the applicable regulations thereunder and under the Internal
Revenue Code of 1954.
"Escrow Agent" shall mean First City, Texas -Houston, N.A., in its
capacity as escrow agent hereunder, and any successor or assign in
such capacity.
"Escrow Agreement" shall mean this escrow agreement by and be-
tween the City and the Escrow Agent.
"Escrow Fund" shall mean the fund created in Section 3.01 of this
Escrow Agreement to be administered by the Escrow Agent pursuant to
the provisions of this Escrow Agreement.
"Escrow Funding Date" shall mean the date on which the City
deposits with the Escrow Agent the cash and Escrowed Securities de-
scribed in Section 2.01.
"Escrowed Securities" shall mean the United States Treasury
Securities, State and Local Government Series, initially purchased
with proceeds of the Refunding Bonds, all as more fully described in
the Report.
"Paying Agent for the Refunded Bonds" shall mean First City,
Texas -Houston, N.A., Houston, Texas, (formerly First City National
Bank of Houston, Houston, Texas).
"Refunded Bond Ordinance" shall mean the City's ordinance author-
izing the issuance, sale and delivery of the Refunded Bonds.
"Refunded Bonds" shall mean the City's Refunding Bonds, Series
1985, dated August 15, 1985, in the aggregate principal amount of
$6,795,000, maturing on March 1 in the following years and amounts:
1991
$ 260,000
1992
565,000
1993
575,000
1994
525,000
1995
1,120,000
1996
1,190,000
1997
1,280,000
1998
415,000
1999
345,000
2000
295,000
2001
225,000
245
"Refunding Bonds" shall mean the City's Refunding Bonds, Series 1990, dated
October 1, 1990, in the initial aggregate principal amount of $7,364,391.80.
"Refunding Bond Ordinance" shall mean the City's Ordinance adopt-
ed September 12, 1990, authorizing the issuance, sale and delivery of
the Refunding Bonds.
"Report" shall mean the verification report prepared by KPMG Peat
Marwick relating to the advance refunding of the Refunded Bonds, a
copy of which is attached hereto as Exhibit A, and any subsequent
report required by Section 4.02.
Section 1.02. Interpretations. The titles and headings of the
articles and sections of this Escrow Agreement 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 the terms hereof.
This Escrow Agreement and all of the terms and provisions hereof shall
be liberally construed to effectuate the purposes set forth herein and
to achieve the intended purpose of providing for the refunding of the
Refunded Bonds in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND ES ROWED SECURITIES
Section 2.01. Deposits with Escrow Agent: Acquisition of Es-
crowed Securities. On the Escrow Funding Date there will be deposit-
ed, with the Escrow Agent the following:
(a) Escrowed Securities in the principal amount of $
purchased with proceeds of the Refunding Bonds; and
(b) A beginning cash balance of $
ARTICLE III
CREATION AND OPERATION 9 ESCROW FUND
Section 3.01. Escrow Fund. On the Escrow Funding Date the
Escrow Agent will create on its books a special fund and irrevocable
escrow to be known as the City of Pearland, Texas, Refunding Bonds,
Series 1990 Escrow Fund, into which will be deposited the Escrowed
Securities described in Section 2.01. The Escrowed Securities, all
proceeds therefrom and all cash balances from time to time on deposit
in the Escrow Fund shall be the property of the Escrow Fund, and shall
be applied only in strict conformity with the terms and conditions
hereof. The Escrowed Securities, all proceeds therefrom and all cash
balances from time to time on deposit in the Escrow Fund are hereby
irrevocably pledged to the payment of the principal of and interest on
the Refunded Bonds, which payment shall be made by timely transfers to
the Paying Agent for the Refunded Bonds of such amounts at such times
as are provided in Section 3.02 hereof. When the final transfers have
been made to the Paying Agent for the Refunded Bonds for the payment
of such principal of and interest on the Refunded Bonds, any balance
then remaining in the Escrow Fund shall be transferred to the City,
and the Escrow Agent shall thereupon be discharged from any further
duties hereunder.
Section 3.02. Payment of Principal of and Interest on Refunded
Bonds. (a) The Escrow Agent is hereby irrevocably instructed to
transfer to the Paying Agent for the Refunded Bonds from the cash
balance from time to time on deposit in the Escrow Fund and the
amounts required to pay the principal of and interest on the Refunded
Bonds as the same become due and payable, all as provided in the
Report.
(b) Money transferred to and held by the Paying Agent for the
Refunded Bonds in accordance with the provisions hereof shall be held
by the Paying Agent for the Refunded Bonds as a separate trust fund
for the account of the respective holders of the Refunded Bonds in
connection with which such money is held; provided, however, that
money so held remaining unclaimed by the owners of such Refunded Bonds
for three (3) years after the dates on which payment thereon was due,
246
shall be reported and disposed of in accordance with the provisions of
Texas law including, to the extent applicable, Title 6 of the Texas
Property Code, as amended.
Section 3.03. Sufficiency of Escrow Fund. The City represents
(based solely upon the Report) that the successive receipts of the
principal of and interest on the Escrowed Securities will assure that
the cash balance on deposit from time to time in the Escrow Fund will
be at all times sufficient to provide money for transfer to the Paying
Agent for the Refunded Bonds at the times and in the amounts required
to pay the interest on the Refunded Bonds as such interest comes due
and to pay the principal of the Refunded Bonds as the Refunded Bonds
mature or are redeemed. --
Section 3.04. Escrow Fund. The Escrow Agent at all times shall
hold the Escrow Fund, the Escrowed Securities and all other assets of
the Escrow Fund wholly segregated from all other funds and securities
on deposit with the Escrow Agent; it shall never allow the Escrowed
Securities or any other assets of the Escrow Fund to be commingled
with any other funds or securities of the Escrow Agent; and it shall
hold and dispose of the assets of the Escrow Fund only as set forth
herein. The Escrowed Securities and other assets of the Escrow Fund
always shall be maintained by the Escrow Agent for the benefit of the
holders of the Refunded Bonds; and a special account therefor evidenc-
ing such fact shall be maintained at all times on the books of the
Escrow Agent. The holders of the Refunded Bonds shall be entitled to
the same preferred claim and first lien upon the Escrowed Securities,
the proceeds thereof and all other assets of the Escrow Fund as are
enjoyed by other beneficiaries of similar accounts. The amounts
received by the Escrow Agent under this Escrow Agreement shall not be
considered as a banking deposit by the City, and the Escrow Agent
shall have no right or title with respect thereto except as escrow
agent under the terms hereof. The amounts received by the Escrow
Agent hereunder shall not be subject to warrants; drafts or checks
drawn by the City.
Section 3.05. Security for Cash Balances. Cash balances from
time to time on deposit in the Escrow Fund, to the extent not insured
by the Federal Deposit Insurance Corporation or its successor, shall
be continuously secured by a pledge of direct obligations of, or
obligations unconditionally guaranteed by, the United States of Ameri-
ca, held by an independent third party, and having a market value at
least equal to such cash balances.
ARTICLE IV
REDEMPTION OF CERTAIN
REFUNDED BONDS PRIOR TO MATURITY
Section 4.01. Optional Redemption. The City has irrevocably
exercised its option to call the Refunded Bonds described below for
redemption prior to maturity on March 1, 1995, at a price of par plus
accrued interest to the date fixed for redemption, as set forth below.
Such optional redemption shall be carried out by the Paying Agent for
the Refunded Bonds in accordance with the Refunded Bond Ordinance.
The Escrow Agent is hereby authorized to provide funds therefor as set
forth in Section 3.02 (a) hereof.
Maturity
Date
Amount Redeemed
March
1,
1996
$1,190,000
March
1,
1997
1,280,000
March
1,
1998
415,000
March
1,
1999
345,000
March
1,
2000
295,000
March
2,
2001
225,000
ARTICLE V
LIMITATION ON INVESTMENTS
Section 5.01. General. Except as herein otherwise expressly
provided, the Escrow Agent shall not have any power or duty to invest
any money held hereunder; or to make substitutions of the Escrowed
247
Securities; or to sell, transfer or otherwise dispose of the Escrowed
Securities.
Section 5.02. Substitution of Securities. At the written re-
quest of the City, and upon compliance with the conditions hereinafter
stated, the Escrow Agent shall sell, transfer, otherwise dispose of or
request the redemption of all or any portion of the Escrowed Securi-
ties and apply the proceeds therefrom to purchase non -callable direct
obligations of the United States of America and which do not permit
the redemption thereof at the option of the obligor. Any such trans-
action may be effected by the Escrow Agent only if (1) the Escrow
Agent shall have received a written opinion from a nationally recog-
nized firm of certified public accountants acceptable to the City and
the Escrow Agent that such transaction will not cause the amount of
money and securities in the Escrow Fund to be reduced below an amount
which will be sufficient, when added to the interest to accrue there-
on, to provide for the payment of principal and interest on the re-
maining Refunded Bonds as they become due, and (2) the Escrow Agent
shall have received the unqualified written legal opinion of national-
ly recognized bond counsel or tax counsel acceptable to the City and
the Escrow Agent to the effect that (i) such transaction will not
adversely affect the tax-exempt status of the Bonds or the Refunded
Bonds, and (ii) that such transaction complies with the Constitution
and laws of the State of Texas and with all relevant documents relat-
ing to the issuance of the Refunded Bonds and the Refunding Bonds.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent shall keep books of
record and account in which complete and correct entries shall be made
of all transactions relating to the receipts, disbursements, alloca-
tions and application of the money and Escrowed Securities deposited
to the Escrow Fund and all proceeds thereof, and such books shall be
available for inspection at reasonable hours and under reasonable
conditions by the City and the holders of the Refunded Bonds.
Section 6.02. Reports. For the period beginning on the Escrow
Funding Date and ending on March 1, 1991, and for each twelve (12)
month period thereafter while this agreement remains in effect, the
Escrow Agent shall prepare and send to the City, at the City's re-
quest, within thirty (30) days following the end of such period a
written report summarizing all transactions relating to the Escrow
Fund during such period, including, without limitation, credits to the
Escrow Fund as a result of interest payments on or maturities of the
Escrowed Securities and transfers from the Escrow Fund to the Paying
Agent for the Refunded Bonds or otherwise, together with a detailed
statement of all Escrowed Securities and the cash balance on deposit
in the Escrow Fund as of the end of such period.
Section 6.03. Notification. The Escrow Agent shall notify the
City immediately if at any time during the term of this agreement it
determines that there is insufficient cash and Escrowed Securities in
the Escrow Fund to provide for the transfer to the Paying Agents for
the Refunded Bonds for timely payment of all interest on and principal
of the Refunded Bonds.
ARTICLE VII
CONCERNING THE ESCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby repre-
sents that is has all necessary power and authority to enter into this
Escrow Agreement and undertake the obligations and responsibilities
imposed upon it herein, and that it will carry out all of its obliga-
tions hereunder.
Section 7.02. Limitation on Liability. The Escrow Agent shall
not be liable for any action taken or neglected to be taken in good
faith in the exercise of reasonable care and believed to be within the
discretion or power conferred by this Escrow Agreement, nor shall it
be responsible for the consequences of any error of judgment; and it
248
shall not be answerable except for its own neglect or default, nor for
any loss unless the same shall have been through its negligence or
want of good faith.
The liability of the Escrow Agent to transfer funds to the Paying
Agent for the Refunded Bonds for the payments of the principal of and
interest on the Refunded Bonds shall be limited to the proceeds of the
Escrowed Securities and the cash balances from time to time on deposit
in the Escrow Fund. Notwithstanding any provision contained herein to
the contrary, the Escrow Agent shall have no liability whatsoever for
the insufficiency of funds from time to time in the Escrow Fund or any
failure of the obligor of the Escrowed Securities to make timely
payment thereon, except for the obligation to notify the City promptly
of any such occurrence.
The recitals herein and in the proceedings authorizing the Re-
funding bonds shall be taken as the statements of the City and shall
not be considered as made by, or imposing any obligation or liability
upon, the Escrow Agent. In its capacity as Escrow Agent, it is agreed
that the Escrow Agent need look only to the terms and provisions of
this Escrow Agreement.
The Escrow Agent makes no representation as to the value, condi-
tion or sufficiency of the Escrow Fund, or any part thereof, or as to
the title of the City thereto, or as to the security afforded thereby
or hereby, and the Escrow Agent shall incur no liability or responsi-
bility with respect to any of such matters.
It is the intention of the City and the Escrow Agent that the
Escrow Agent shall never ben required to use or advance its own funds
or otherwise incur personal financial liability in the performance of
any of its duties or the exercise of any of its rights and powers
hereunder.
Unless it is specifically provided otherwise herein, the Escrow
Agent has no duty to determine or inquire into the happening or occur-
rence of any event or contingency or the performance or failure of
performance of the City with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard
the Escrow Fund and to dispose of and deliver the same in accordance
with this Escrow Agreement. If, however, the Escrow Agent is called
upon by the terms of this Escrow Agreement to determine the occurrence
of any event of contingency, the Escrow Agent shall be obligated, in
making such determination, only to exercise reasonable care and dili-
gence, and in event of error in making such determination the Escrow
Agent shall be liable only for its own misconduct or its negligence.
In determining the occurrence of any such event or contingency the
Escrow Agent may request from the City or any other person such rea-
sonable additional evidence as the Escrow Agent it its direction may
deem necessary to determine any fact relating to the occurrence of
such event or contingency, and in this connection may make inquiries
of, and consult with the City, among others, at any time.
Section 7.03. Compensation. (a) On the Escrow Funding Date the
City will pay the Escrow Agent, as a fee for performing the services
hereunder and for all expenses incurred or to be incurred by the
Escrow Agent in the administration of this Escrow Agreement, and for
its services in its capacity as a Paying Agent for the Refunded Bonds,
the sum of $_ If the Escrow Agent is requested to perform
any extraordinary services hereunder, the City hereby agrees to pay
reasonable fees to the Escrow Agent for such extraordinary services
and to reimburse the Escrow Agent for all expenses incurred by the
Escrow Agent in performing such extraordinary services. It is ex-
pressly provided that the Escrow Agent shall look only to the City for
the payment of such additional fees and reimbursement of such addi-
tional expenses. The Escrow Agent hereby agrees that in no event
shall it ever assert any claim or lien against the Escrow Fund for any
fees for its services, whether regular, additional or extraordinary,
as Escrow Agent, or in any other capacity, or for reimbursement for
any of its expenses.
Section 7.04. Successor Escrow Agents. If at any time the
Escrow Agent or its legal successor or successors should cease to be
WALK
the Escrow Agent hereunder, a vacancy shall forthwith exist hereunder
in the office of the Escrow Agent. Any successor Escrow Agent ap-
pointed by the City shall succeed, without further act, to all the
rights, immunities, powers and trusts of the predecessor Escrow Agent
hereunder. Upon the request of any such successor Escrow Agent, the
City shall execute any and all instruments in writing for more fully
and certainly vesting in and confirming to such successor Escrow Agent
all such immunities, rights, powers and duties. The Escrow Agent
shall pay over to its successor Escrow Agent a proportional part of
the Escrow Agent's fee hereunder equal to the portion of such fee
attributable to duties to be performed after the date of succession.
The Escrow Agent at the time acting hereunder may at any time
resign and be discharged from the trust hereby created by giving not
less than sixty (60) days written notice to the City and publishing
notice thereof, specifying the date when such resignation will take
effect, in a newspaper printed in the English language and with gener-
al circulation in New York, New York, such publication to be made at
least once a week for three (3) consecutive calendar weeks prior to
the date when the resignation is to take effect. No such resignation
shall take effect unless a successor Escrow Agent shall have been
appointed by the holders of the Refunded Bonds or by the City as
herein provided and such successor Escrow Agent shall have accepted
such appointment, in which event such resignation shall take effect
immediately upon the appointment and acceptance of a successor Escrow
Agent.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notices. Any notice, authorization,
demand required or permitted to be given hereunder shall be
and shall be deemed to have been duly given when mailed by
or certified mail, postage prepaid addressed as follows:
To the Escrow Agent:
First City, Texas -Houston, N.A.
P. 0. Box 809
Houston, TX 77001
Attention: Corporate Trust Department
To the City:
City of Pearland
P. 0. Box 2068
Pearland, TX 77588-2068
Attention: Mayor
request, or
in writing
registered
The United States Post Office registered or certified mail re-
ceipt showing delivery of the aforesaid shall be conclusive evidence
of the date and fact of delivery. Any party hereto may change the
address to which notices are to be delivered by giving to the other
parties not less than ten days prior notice thereof.
Section 8.02. Termination of Escrow Agent's Obligations. Upon
the taking by the Escrow Agent of all the actions as described herein,
the Escrow Agent shall have no further obligations or responsibilities
hereunder to the city, the holder of the Refunded Bonds or to any
other person or persons in connection with this Escrow Agreement.
Section 8.03. Binding Agreement. This Escrow Agreement shall be
r-- binding upon the City, and the Escrow Agent and their respective
successors and legal representatives, and shall inure solely to the
benefit of the holder of the Refunded Bonds, the City, the Escrow
Agent and their respective successors and legal representatives.
Section 8.04. Severability. In case any one or more of the
provisions contained in this Escrow Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Escrow Agreement, but this Escrow Agreement shall
250
be construed as if such invalid
or illegal
or unenforceable
provision
had never been contained herein.
Section 8.05. Governing
Law. This
Escrow Agreement
shall be
governed exclusively by the provisions hereof
and by the
applicable
laws of the State of Texas.
Section 8.06. Time of Essence. Time
shall be of the
essence in
the performance of obligations
from time
to time imposed
upon the
Escrow Agent by this Escrow Agreement.
Executed as of September
12, 1990,
but effective as
set forth
herein.
-
CITY OF PEARLAND, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
FIRST CITY, TEXAS-HOUSTON,N.A.
as Escrow Agent
By:
Title:
ATTEST:
By:
Title:
(SEAL)
ADJOURN
The meeting adjourned at 7:21 P. M.
Min tes approved as submitted and/or corrected this _ ,,�__ day of
A. D., 1990.
ATTEST:
City Secr ary