R97-44 07-28-97 11
RESOLUTION NO. R97-44
RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION
a } TO ISSUE CERTIFICATES OF OBLIGATION IN A PRINCIPAL AMOUNT
NOT TO EXCEED $5,500,000 FOR THE ACQUISITION, CONSTRUCTION
AND IMPROVEMENT OF CERTAIN PUBLIC WORKS, AUTHORIZING
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT RELATING
TO SUCH CERTIFICATES AND AUTHORIZING CERTAIN OTHER
MATTERS RELATING THERETO
STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
CITY OF PEARLAND §
WHEREAS, the City Council (the "City Council") of the City of Pearland, Texas (the
"City"), is authorized to issue certificates of obligation to pay contractual obligations to be
incurred for the construction of public works, for the purchase of materials, supplies, equipment,
machinery, buildings, land and rights-of-way for authorized needs and purposes, and for
professional services rendered in connection therewith pursuant to Texas Local Government
Code sections 271.041-.064, as amended;
WHEREAS, the City Council has determined that it is in the best interests of the City
and otherwise desirable to issue certificates of obligation in a principal amount not to exceed
$5,500,000 styled "City of Pearland, Texas Combination Tax and Revenue Certificates of
Obligation, Series 1997A" (the"Certificates")for the acquisition, construction and improvement
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of certain public works to be used for authorized needs and purposes;
WHEREAS, in connection with the Certificates, the City Council intends to publish
notice of intent to issue the Certificates (the "Notice") in a newspaper of general circulation in
U the City;
WHEREAS, for purposes of providing for the sale of the Certificates, this City Council
intends to authorize the preparation of a Preliminary Official Statement(the "Preliminary Official
Statement") to be used by the underwriters in the public offering of the Certificates; and
WHEREAS, this City Council has been presented with and has examined the proposed
r."Th form of Notice and finds that the form and substance thereof are satisfactory, and that the
recitals and fmdings contained therein are true, correct and complete.
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L BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS:
Section 1. Preamble. The facts and recitations contained in the preamble of this
Resolution are hereby found and declared to be true and correct.
Section 2. Authorization of Notice. The City Secretary is hereby authorized and directed
to execute and deliver the Notice set forth in Exhibit A hereto and to publish such Notice on
7 i behalf of the City in both English and Spanish once a week for two (2) consecutive weeks in a
newspaper which is of general circulation in the City, the date of the first publication to be at
least fifteen (15) days before the date tentatively set in the Notice for the passage of the
ordinance authorizing the issuance of the Certificates.
Section 3. Engagement of Professionals. This City Council hereby approves the
engagement of Mayor, Day, Caldwell & Keeton, L.L.P., as bond counsel ("Bond Counsel") in
connection with the issuance of the Certificates pursuant to the terms of an agreement with such
firm in substantially the form attached hereto as Exhibit B.
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Section 4. Authorization of a Preliminary Official Statement. This City Council hereby
approves the preparation and distribution by the Financial Advisor to prospective purchasers of
a ' the Certificates of the Preliminary Official Statement, as the same may be completed, modified,
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or supplemented with the approval of the Mayor or other authorized officers and agents of the
City.
Section 5. Authorization of Other Matters Relating Thereto. The Mayor, City Secretary
,—, and other officers and agents of the City are hereby authorized and directed to do any and all
things necessary, or desirable to carry out the provisions of this Resolution.
Section 6. Effective Date. This Resolution shall take effect immediately upon passage.
Section 7. Public Meeting. It is officially found, determined and declared that the
meeting at which this Resolution is adopted was open to the public and public notice of the time,
place and subject matter of the public business to be considered at such meeting, including this
Resolution, was given all as required by the Texas Government Code, Chapter 551, as amended.
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` PASSED AND APPROVED thiscViday of July, 1997.
Mayor
City of Pearland, Texas
ATTEST:
Secre
of land, Tex
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EDIT A TO RESOLUTION
NOTICE OF INTENTION TO ISSUE CERTIFICATES
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NOTICE IS HEREBY GIVEN that the City Council of the City of Pearland, Texas (the
' "City") will meet at its regular meeting place at City Hall, Pearland, Texas at 7:30 p.m. on-the
25th day of August, 1997, which is the time and place tentatively set for the passage of an
ordinance and such other action as may be deemed necessary to authorize the issuance of the
City's certificates of obligation, payable from ad valorem taxation and a subordinate pledge of
certain revenues of the City's water and sewer system, in the maximum aggregate principal
amount of$5,500,000, bearing interest at any rate or rates, not to exceed the maximum interest
rate now or hereafter authorized by law, as shall be determined within the discretion of the City
Council at the time of issuance and maturing over a period of years not to exceed forty (40)
years from the date thereof, for the purpose of evidencing the indebtedness of the City to be
incurred (1) for certain street projects located in the City including but not limited to:
improvements to Pearland Parkway (formerly Centennial Boulevard) from Oiler Drive to Clear
Creek; general improvements and renovations to Dixie Farm Road, Makawa Road and Monroe
Street, (2) for replacements, renovations, improvements, materials, supplies and equipment for
certain city buildings and facilities located in the City including but not limited to certain outdoor
recreational facilities at Independence Park located at the intersection of John Lizer Road and
Liberty Drive, Pearland, Texas 77581, (3) for acquisition, construction, improvement, repair,
materials, supplies, equipment and machinery for certain storm water drainage facilities located
in the City including but not limited to: storm water drainage facilities located in the Clear
Creek and Mary's Creek basins, and (4) for professional services.
WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CITY, this0day
i J of July, 1997.
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EXHIBIT B TO RESOLUTION
July 28, 1997
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Mayor and City Council
City of Pearland, Texas
P. O. Box 2068
Pearland, Texas 77588-2068
Re: $5,500,000 City of Pearland, Texas Combination Tax and Revenue
Certificates of Obligation, Series 1997A
Dear Mayor and Council Members:
(2
We are pleased to submit to you a proposed agreement for Mayor, Day, Caldwell &
Keeton, L.L.P. ("MDC&K"), Houston, Texas to serve as Bond Counsel with respect to the
captioned certificates of obligation(the"Certificates"). When approved by you(the "City"), this
letter will become effective and will evidence an agreement between the City and MDC&K.
As Bond Counsel, we will prepare, or assist the appropriate City officials and staff in the
preparation of, all required legal proceedings and will perform certain other necessary legal
IN work in connection with the City's authorization, issuance and sale of the Certificates. Our
s' services as Bond Counsel will include the following Basic Services, which we will carry out
directly or in concert with City officials and staff, as follows:
(1) Preparation of the ordinance authorizing the issuance of the Certificates (the
"Ordinance") and all other legal instruments which comprise the transcript of legal proceedings
pertaining to the authorization, issuance and sale of the Certificates;
(2) Attendance at meetings called by the appropriate City officials and staff,to discuss
the sizing, timing or sale of the Certificates;
(3) Consultation with City officials and staff and the City's financial advisor to review
information to be included in the offering documents for the Certificates, but only to the extent
that such information describes the Certificates, the security therefor, its federal income tax
r } status and our opinion;
(4) Preparation and submission of a transcript of legal proceedings pertaining to the
r, issuance of the Certificates to the Attorney General of Texas to obtain an approving opinion;
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(5) Supervision of the printing of the Certificates and the delivery thereof to the
purchasers, including, if requested, solicitation of bids from bond printers, to obtain the lowest
} responsible printing costs for the City;
(6) At the closing of the Certificates, delivery of an approving opinion,based on facts
and law existing as of its date, generally to the effect that the Certificates have been duly issued,
executed and delivered in accordance with the Constitution and laws of the State of Texas, that
the Certificates constitute valid and legally binding obligations of the City secured by a lien on
and pledge of ad valorem taxes of the City pledged to their payment in the Ordinance (subject
to bankruptcy, insolvency, reorganization, moratorium and other similar laws in effect from time
to time relating to or affecting the enforcement of rights of creditors of political subdivisions)
and that, subject to certain restrictions, interest on the Certificates is excludable from the gross
income of the owners thereof for federal income tax purposes under then existing law; provided
that, after the closing, we do not undertake, unless specifically engaged by you to do so an
Additional Service described below, to provide continuing advice concerning any actions
?. necessary to assure that interest paid on the Certificates will continue to be excludable from
gross income for federal income tax purposes; and
(7) Prior to and in connection with the closing of the Certificates, giving advice to
the City to enable appropriate officials to comply with the arbitrage requirements of the Internal
Revenue Code of 1986 as they affect the Certificates, including yield restrictions and rebate
requirements.
In addition to the foregoing Basic Services, as Bond Counsel, we, are prepared to
undertake the following Additional Services, as directed by appropriate City officials;
(1) Disclosure work or similar services (other than the limited review of certain
sections of the offering documents for the Certificates as described in paragraph (3) under Basic
Services above) to assist the City or its financial advisor in the preparation of such offering
documents, on such basis and to such extent as shall be directed by the appropriate City officials
and staff;
(2) Attendance at rating agency presentations, investor meetings or other presentations
relating to the marketing of the Certificates and consultation with City officials, staff and
advisors to develop such presentations;
(3) Preparation of "Blue Sky" surveys or securities registration services;
(4) Any other special services not ordinarily required in connection with the issuance
of obligations of the nature of the Certificates, including services rendered in connection with
f special federal income tax issues, unusual issues arising in connection with the City's financial
reports or audits, any documentation or related services for credit or liquidity facilities or
enhancements or other special structuring techniques or devices to be employed in connection
with the issuance of the Certificates; and
(5) After the closing of the Certificates, providing assistance to the City concerning
questions and issues that may arise prior to the maturity of the Certificates.
For the Basic Services performed for the Certificates, MDC&K will be paid a fee of
$7,500. Such fee shall be paid from the proceeds of the sale of the Certificates or from other
funds, as the City deems appropriate. Except as otherwise provided below, payment of the fee
shall be made after the issuance and delivery of the Certificates and within thirty (30) days after
receipt by the City of an approved invoice therefor.
The fee for any Additional Services provided by MDC&K will be determined on an
hourly rate basis, using rates customarily charged by MDC&K to other clients for the same or
similar services and taking into consideration the time consumed in providing the services, the
level of expertise and ability of the attorneys performing the services and the difficulty and
complexity of the tasks involved. The total fee for Additional Services prior to and in
connection with the closing of the Certificates (other than fees for special services as described
in paragraph (4) above under Additional Services) will not exceed such amount as is agreed to
in writing by the City.
MDC&K will be reimbursed for its reasonable and actual out-of-pocket expenses, such
as the cost of reproduction of documents, out-of-town travel, long-distance telephone, telecopy
and similar expenses, deliveries, filing fees and all items paid for by MDC&K on behalf of the
City, incurred in connection with the performance of any services hereunder. All of such
expenses will be reasonable. Nothing herein shall be construed as creating any personal liability
on the part of any officer of the City, and this agreement may be terminated by the City by
giving 30 days' written notice.
If this proposed agreement for the services of MDC&K as Bond Counsel is satisfactory,
please evidence your acceptance and approval by executing three copies in the space provided
below.
Very truly yours,
Rick A. Witte
APPROVED:
Mayor, City of Pearland
ATTEST:
Secr i o earl d
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CERTIFICATE FOR RESOLUTION
STATE OF TEXAS §
COUNTIES OF,BRAZORIA AND HARRIS §
CITY OF PEARLAND §
We, 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 the 28th day of
July, 1997, 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 and the City Secretary, to wit:
Tom Reid Mayor
Richard Tetens Council Member
Kevin Cole Council Member
Bill Berger Council Member
Larry Wilkins Council Member
Helen Beckman Mayor Pro Tem
Young Lorfmg City Secretary
and all of such persons were present, thus constituting a quorum. Whereupon, among other
business, the following was transacted at such meeting: a written
RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION
TO ISSUE CERTIFICATES OF OBLIGATION IN A PRINCIPAL AMOUNT NOT
t—, TO EXCEED $5,500,000 FOR THE ACQUISITION, CONSTRUCTION AND
IMPROVEMENT OF CERTAIN PUBLIC WORKS, AUTHORIZING
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT
RELATING TO SUCH CERTIFICATES AND AUTHORIZING
CERTAIN OTHER MATTERS RELATING THERETO
(the "Resolution") was duly introduced for the consideration of the City Council and read in full.
It was then duly moved and seconded that such Resolution be adopted; and, after due
discussion, the motion, carrying with it the adoption of the Resolution, prevailed and carried by
IT the following vote:
5 AYES 0 NOES
2. That a true, full and correct copy of the aforesaid Resolution adopted at the
meeting described in the above and foregoing paragraph is attached to and follows this
certificate; that the Resolution has been duly recorded in the City Council's minutes of the
meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the City
Council's minutes of the meeting pertaining to the adoption of the Resolution; 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 purpose of the aforesaid meeting, and that the Resolution would be
introduced and considered for adoption at the meeting, and each of the officers and members
consented, in advance, to the holding of such meeting for such purpose; that the meeting was
L_% open to the public as required by law; and that public notice of the date, hour, place and subject
of the meeting was given as required by the Open Meetings Law, Chapter 551, Texas
Government Code, as amended.
SIGNED AND SEALED thisZ day of July, 1997.
<„,,:),)„ ad
Sec Mayor
of land, Te as City of Pearland, Texas
(SEAL)
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