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R97-06 01-27-97 RESOLUTION NO. R97-6 RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION IN A PRINCIPAL AMOUNT NOT TO EXCEED $6,250,000 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 $6,250,000 styled "City of Pearland, Texas Combination Tax and Revenue Certificates of Obligation, Series 1997" (the "Certificates") for the acquisition, construction and.improvement { 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 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 form of Notice and finds that the form and substance thereof are satisfactory, and that the recitals and findings contained therein are true, correct and complete. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: 1 I 1 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 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. 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 {{ the Certificates of the Preliminary Official Statement, as the same may be completed, modified, 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. 2 PASSED AND APPROVED di' day of January, 1997. .==a)311;60 • Mayor City of Pearland, Texas ATTEST: City Secretary City of Pearl , Texas (SEAL) yl 0360332.01 019724/1022 j I • 3 is 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 27th day of January, 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 Helen Beckman Council Member Larry Wilkins Council Member Jerry Richardson Mayor Pro Tern Wendy Standoff Interim 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 TO EXCEED $6,250,000 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 the following vote: j 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 i I 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 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 thi .2day of January, 1997. 01- . 61 City Secre I Mayor City of P land, Texas City of Pearland, Texas (SEAL) 0360332.01 019724/1022 I , 2 • EXHIBIT A TO RESOLUTION 1 NOTICE OF INTENTION TO ISSUE CERTIFICATES NOTICE IS HEREBY GIVEN that the City Council of the City of Pearland, Texas (the "City") will meet at its special meeting place at City Hall, Pearland, Texas at 7:30 p.m. on the 3rd day of March, 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$6,250,000, 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 evidencingthe indebtedness of the Cityto be P rP incurred (1) for land acquisition, replacement, renovations, improvements, materials, supplies, equipment and machinery for certain City buildings and facilities including but not limited to the City's central public library located at 3523 Liberty Drive, Pearland, Texas 77581, the Public Safety Building and site located at 2703 Veterans Drive, Pearland, Texas 77581 and Independence Park located at the intersection of John Lizer Road and Liberty Drive, Pearland, Texas 77581, (2) for certain street projects located in the City including but not limited to: the acquisition of right-of-way and construction of a street (including drainage and bridge work) from Broadway (FM 518) to Hughes Road in Sagemont; acquisition of right-of-way and construction of a street (including drainage) from Barry Rose Road to Plum Street; renovations and improvements to First Street (including drainage) from Main (SH 35) to the railroad; improvements to Centennial Boulevard (including drainage and bridge work) from Mary's Creek to Oiler Drive; renovations and improvements to Magnolia Drive(including drainage and bridge work); acquisition of right-of-way and construction of pedestrian hike & bikeways (including drainage) at various locations in the City, (3) for the acquisition, construction, improvement, repair, materials, supplies, equipment and machinery for certain drainage facilities located in the City including but not limited to: flood control improvements within and in the vicinity of the Shadycrest, Parkview, Sunset Meadows, South Corrigan, North Corrigan, Willowcrest and Green Tee Terrace subdivision; expansion of the Country Club Drive at Clear Creek bridge (including street renovations and improvements); storm water detention at the David L. Smith Project on Clear Creek, at the Southwest Environmental Center on Mary's Creek and at a future site on Hickory Slough; and formulation of a jurisdiction-wide storm water drainage plan and analysis for a storm water utility, and (4) for professional services. WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CITY, this 27th day of January, 1997. /(2147,2, &2,-(7 S lerM/City Secre City of P and, Texas -- (SEAL) • 0360332.01-019724/1022 f � - EXHIBIT B MAYOR, DAY, CALDWELL F3 KEETON, L.L.P. 700 LOUISIANA, SUITE 1900 HOUSTON,TEXAS 77002-2778 y (713)225-7000 100 CONGRESS AVENUE TELECOPIER(713)225-7047 SUITE 1500 RICK A.WITTE AUSTIN,TEXAS 78701-4042 PARTNER (5121320-9200 225-7165 January 27, 1997 TELECOPIER(512(320-9292 � I Mayor and City Council City of Pearland, Texas P. O. Box 2068 Pearland, Texas 77588-2068 Re: $6,250,000 City of Pearland, Texas Combination Tax and Revenue Certificates of Obligation, Series 1997 Dear Mayor and Council Members: 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 work in connection with the City's authorization, issuance and sale of the Certificates. Our 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 status and our opinion; (4) Preparation and submission of a transcript of legal proceedings pertaining to the issuance of the Certificates to the Attorney General of Texas to obtain an approving opinion; II City of Pearland, Texas January 27, 1997 i Page 2 i_. (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 tf 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; 1-1 (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 special federal income tax issues, unusual issues arising in connection with the City's financial 1 � City of Pearland, Texas January 27, 1997 Page 3 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 $8,000. 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. Li iy V`� ( � t_1 City of Pearland, Texas January 27, 1997 Page 4 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. 11 Very truly yours, Rick A. Witte at APPROVED: j_ tz=r), Mayor, City of Pearland ATTEST: `Q,- City Secre , City of P J-� 0360327.01 019724/1035 ( Imo, i 11 MAYOR, DAY, CALDWELL £3 KEETON, L.L.P 700 LOUISIANA, SUITE 1900 HOUSTON,TEXAS 77002-2778 (713)225-7000 100 CONGRESS AVENUE TELECOPIER(7131225-7047 SUITE 1500 RICK A.WITTE AUSTIN,TEXAS 78701-4042 PARTNER (512)320-9200 225-7165 January 27, 1997 TE LECOPI E R.(512)320-9292 Mayor and City Council City of Pearland, Texas P. O. Box 2068 Pearland, Texas 77588-2068 Re: $6,250,000 City of Pearland, Texas Combination Tax and Revenue Certificates of Obligation, Series 1997 Dear Mayor and Council Members: 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 work in connection with the City's authorization, issuance and sale of the Certificates. Our 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 status and our opinion; (4) Preparation and submission of a transcript of legal proceedings pertaining to the issuance of the Certificates to the Attorney General of Texas to obtain an approving opinion; City of Pearland, Texas January 27, 1997 Page 2 (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 special federal income tax issues, unusual issues arising in connection with the City's financial City of Pearland, Texas January 27, 1997 Page 3 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 $8,000. 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. City of Pearland, Texas January 27, 1997 Page 4 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, 6 Ii Rick A. Witte APPROVED: Mayor, City of Pearland ATTEST: -/kia/X/S94-(1 ith,irn City Secre , City of Pearlan 0360327.01 019724/1035 ITFIL CITY OF PEARLAND RAUSCHER PIERCE REFSNES, INC. RECEIVED MAR 0 7 1997 ADMINISTRATIVE SF..VICES February 6, 1997 Mayor and City Council City of Pearland, Texas 3519 Liberty Drive Pearland, Texas 77581 Re: $6,250,000 City of Pearland, Texas Certificates of Obligation, Series 1997 Dear Council Members: As you are aware, Rauscher Pierce Refsnes, Inc. ("Rauscher") currently provides financial advisory services to the City with respect to the above-referenced issue (the "Certificates") and with respect to the upcoming competitive bid sale of such Certificates. Under Rule G-23 of the Municipal Securities Rulemaking Board, Rauscher, because of its financial advisory relationship with the City, may not submit a bid for the Certificates or be a part of a syndicate which submits a bid for the Certificates without the City's authorization. Additionally, Dain Bosworth, Inc., the sister company to Rauscher under the parent company InterRegional Financial Group, must also obtain authorization of the City in order to submit a bid for the Certificates or be a part of a syndicate which submits a bid for the Certificates. By your execution and return of this letter, the City expressly consents and authorizes Rauscher and/or Dain Bosworth, Inc. to submit a bid(s) for the Certificates either as a sole bidder or as a part of a syndicate. Your consent to this matter is not a termination of our financial advisory relationship with the City. First City Tower • 1001 Fannin,Suite 500 • Houston,Texas 77002 • (713)651-3346 Member New York.Stock Exchange. Inc. Mayor and City Council February 6, 1997 Page 2 Thank you for your cooperation in this matter. Sincerely, RAUSCHER PIERCE REFSNES, INC. By: Frank J. Ildebrando Senior Vice President The City of Pearland hereby authorizes Rauscher Pierce Refsnes, Inc. and/or Dain Bosworth, Inc. to submit a bid either as a sole bidder or as a part of a syndicate for the above referenced Certificates. 3/ /9 7 i/rn Dated Mayor ATTEST: City Secretary AABIA MBIA Insurance Corporation 113 King Street Armonk,NY 10504 914 273 4545 VIA COURIER March 5, 1997 Joyce Holder Rauscher Pierce Refsnes, Inc. 2711 N. Haskell Ave., Suite 2400 Dallas, TX 75204 RE: $6,250,000 City of Pearland, Texas (A political subdivision of the State of Texas located within Brazoria and Harris Counties), Certificates of Obligation, Series 1997 Dear Ms. Holder: Enclosed please find the following documents for the referenced issue: 1. Two Commitments, each of which should be executed and one original returned to our offices in the enclosed self-addressed stamped envelope. The second Commitment should be retained for your files; 2. Disclosure language and a form of the Financial Guaranty Insurance Policy (the "Policy") for inclusion in the Official Statement; and 3. A form of our Statement of Insurance for printing on the Obligations. In addition, under no circumstances should any changes be made to items 2 and 3, nor should any other versions of these materials be used on any financing unless you have direct confirmation from MBIA as to the acceptability of such changes. Confirmation regarding items 2 and 3 may come only from our Documentation and Closing Department or our Legal Department and may be written or verbal. Since the responsibility for this information remains with us, please send us drafts prior to the printing of any of these documents for our approval. The premium in the amount of$13,500 should be wired to our account number 910-2-721728 with The Chase Manhattan Bank, N.A. on the day of closing. The Bank's number is ABA# 021000021. Moody's Investors Service rating agency fees will be billed directly by Moody's Investors Service, in an amount based on the final par and other factors as determined by Moody's Investors Service. Standard & Poor's Ratings Group rating agency fees will be billed directly by Standard & Poor's Ratings Group, in an amount based on the final par and other factors as determined by Standard & Poor's Ratings Group. At your request, Fitch Investors Service will also provide a AAA rating letter. If such rating letter is requested, Fitch Investors Service will bill directly, in an amount based on the final par and others factors as determined by Fitch Investors Service. -MBIA March 5, 1997 Joyce Holder Rauscher Pierce Refsnes, Inc. Page Two Thank you for sending a copy of the final debt service schedule for this issue. We would also appreciate receiving three copies of the final official statement and three executed unbound copies of the closing transcripts within 60 days of the closing. Thank you for your cooperation concerning these matters. If you have any questions, please contact our offices. Sinc re y, avid J. Rey Associate Documentation and Closing Department Fax Number: 914 765-3161 or 3162 Direct Dial: 914 765-3947 Enclosures AIBIA COMMITMENT TO ISSUE A FINANCIAL GUARANTY INSURANCE POLICY Application No.: 1997-000976-01 Sale Date: March 3, 1997 Program Type: Competitive OBP Re: $6,250,000 City of Pearland, Texas (A political subdivision of the State of Texas located within Brazoria and Harris Counties), Certificates of Obligation, Series 1997 (the "Obligations") This commitment to issue a financial guaranty insurance policy (the "Commitment") dated March 5, 1997, constitutes an agreement between RAUSCHER PIERCE REFSNES, INC. the ("Applicant") and MBIA Insurance Corporation (the "Insurer"), a stock insurance company incorporated under the laws of the State of New York. Based on an approved application dated February 28, 1997, the Insurer agrees, upon satisfaction of the conditions herein, to issue on the earlier of(i) 120 days of said approval date or (ii) on the date of delivery of and payment for the Obligations, a financial guaranty insurance policy (the "Policy") for the Obligations, insuring the payment of principal of and interest on the Obligations when due. The issuance of the Policy shall be subject to the following terms and conditions: 1. Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date of delivery of and payment for the Obligations, of a nonrefundable premium in the amount of $13,500. The premium set out in this paragraph shall be the total premium required to be paid on the Policy issued pursuant to this Commitment. 2. The Obligations shall have received the unqualified opinion of bond counsel with respect to the tax-exempt status of interest on the Obligations. 3. There shall have been no material adverse change in the Obligations or the Resolution, Bond Ordinance, Trust Indenture or other official document authorizing the issuance of the Obligations or in the final official statement or other similar document, including the financial statements included therein. 4. There shall have been no material adverse change in any information submitted to the Insurer as a part of the application or subsequently submitted to be a part of the application to the Insurer. 5. No event shall have occurred which would allow any underwriter or any other purchaser of the Obligations not to be required to purchase the Obligations at closing. • 6 A Statement of Insurance satisfactory to the Insurer shall be printed on the Obligations. 7. Prior to the delivery of and payment for the Obligations, none of the information or documents submitted as a part of the application to the Insurer shall be determined to contain any untrue or misleading statement of a material fact or fail to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. 8. No material adverse change affecting any security for the Obligations shall have occurred prior to the delivery of and payment for the Obligations. 9. This Commitment may be signed in counterpart by the parties hereto. Dated this 5th day of March, 1997. MBIA Insurance Corporation By l/! 7�� Assistant Secretary RAUSCHER PIERCE REFSNES, INC. By: Title: TIE MBIA INSURANCE CORPORATION INSURANCE POLICY The following information has been furnished by MBIA Insurance Corporation(the "Insurer")for use in this Official Statement Reference is made to Appendix_for a specimen of the Insurer's policy. The Insurer's policy unconditionally and irrevocably guarantees the full and complete payment required to be made by or on behalf of the Issuer to the Paying Agent or its successor of an amount equal to(i)the principal of(either at the stated maturity or by an advancement of maturity pursuant to a mandatory sinking fund payment)and interest on,the Bonds as such payments shall become due but shall not be so paid(except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed by the Insurer's policy shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration);and(ii)the reimbursement of any such payment which is subsequently recovered from any owner of the Bonds pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law(a "Preference"). The Insurer's policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Bond The Insurer's policy does not, under any cirarmstance, insure against loss relating to: (i) optional or mandatory redemptions (other than mandatory sinking fund redemptions);(ii)any payments to be made on an accelerated basis;(nit)payments of the purchase price of Bonds upon tender by an owner thereof or(iv)any Preference relating to(i)through(i i)above. The Insurer's policy also does not insure against nonpayment of principal of or interest on the Bonds resulting from the insolvency,negligence or any other act or omission of the Paying Agent or any other paying agent for the Bonds. Upon receipt of telephonic or telegraphic notice,such notice subsequently confirmed in writing by registered or certified mail,or upon receipt of written notice by registered or certified mail,by the Insurer from the Paying Agent or any owner of a Bond the payment of an insured amount for which is then due,that such required payment has not been made,the Insurer 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 State Street Bank and Trust Company,NA,in New York,New York,or its successor,sufficient for the payment of any such insured amounts which are then due. Upon presentment and surrender of such Bonds or presentment of such other proof of ownership of the Bonds,together with any appropriate instruments of assignment to evidence the assignment of the insured amounts due on the Bonds as are paid by the Insurer,and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Bonds in any legal proceeding related to payment of insured amounts on the Bonds, such instruments being in a form satisfactory to State Street Bank and Trust Company,NA,State Street Bank and Trust Company,NA shall disburse to such owners or the Paying Agent payment of the insured amounts due on such Bonds,less any amount held by the Paying Agent for the payment of such insured amounts and legally available therefor. The Insurer is the principal operating subsidiary of MBIA Inc.,a New York Stock Exchange listed company. MBIA Inc.is not obligated to pay the debts of or claims against the Insurer. The Insurer is domiciled in the State of New York and licensed to do business in and subject to regulation under the laws of all 50 states,the District of Columbia,the Commonwealth of Puerto Rico,the Commonwealth of the Northern Mariana Islands,the Virgin Islands of the United States and the Territory of Guam. The Insurer has two European branches,one in the Republic of France and the other in the Kingdom of Spain. New York has laws prescribing minimum capital requirements, limiting classes and concentrations of investments and requiring the approval of policy rates and forms. State laws also regulate the amount of both the aggregate and individual risks that may be insured, the payment of dividends by the Insurer, changes in control and transactions among affiliates Additionally, the Insurer is required to maintain contingency reserves on its liabilities in certain amounts and for certain periods of time. As of December 31, 1995 the Insurer had admitted assets of$3.8 billion(audited),total liabilities of$2.5 billion(audited),and total capital and surplus of$1.3 billion (audited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. As of September 30, 1996,the Insurer had admitted assess of$4.3 billion(unaudited),total liabilities of$2.9 billion(unaudited),and total capital and surplus of$1.4 billion(unaudited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. Furthermore,copies of the Insurer's year end financial statements prepared in accordance with statutory accounting practices are available without charge from the Insurer. A copy of the Annual Report on Form 10-K of MBIA Inc. is available from the Insurer or the Securities and Exchange Commission. The address of the Insurer is 113 King Street,Armonk,New York 10504. The telephone number of the Insurer is(914)273-4545. Moody's Investors Service rates the claims paying ability of the Insurer"Asa" Standard&Pooes Ratings Services,a division of The McGraw-Hill Companies,Inc.,rates the claims paying ability of the Insurer"AAA". Fitch Investors Service,LP.,rates the claims paying ability of the Insurer"AAA". Each rating of the Insurer should be evaluated independently. The ratings reflect the nspe. ive rating agency's current assessment of the creditworthiness of the Insurer and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above ratings are not recommendations to buy,sell or hold the Bonds,and such ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of the Bonds. The Insurer does not guaranty the market price of the Bonds nor does it guaranty that the ratings on the Bonds will not be revised or withdrawn. DISCLOSURE OF GUARANTY FUND NONPARTICIPATION: In the event the Insurer is unable to fulfill its contractual obligation under this policy or contract or application or certificate or evidence of coverage,the policyholder or certificateholder is not protected by an insurance guaranty fund or other solvency protection arrangement TX MBI FINANCIAL GUARANTY INSURANCE POLICY MBIA Insurance Corporation Armonk, New York 10504 Policy No.[NUMBER] MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner,as hereinafter defined,of the following described obligations,the full and complete payment required to be made by or on behalf of the Issuer to[PAYING AGENT/IRUSTEE]or its successor(the"Paying Agent")of an amount equal to(i)the principal of(either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on,the Obligations(as that term is defined below)as such payments shall become due but shall not be so paid(except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment,the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and(ii)the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the"Insured Amounts." "Obligations"shall mean: [PAR] [LEGAL NAME OF ISSUE] Upon receipt of telephonic or telegraphic notice,such notice subsequently confirmed in writing by registered or certified mail,or upon receipt of written notice by registered or certified mail,by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due,that such required payment has not been made,the Insurer on the due dare 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 State Street Bank and Trust Company,NA,in New York, New York,or its successor,sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations,together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer,and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations,such instruments being in a form satisfactory to State Street Bank and Trust Company,N.A.,State Street Bank and Trust Company,NA.shall disburse to such owners, or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation. As used herein,the term "owner"shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent,the Issuer,or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street,Armonk,New York 10504 and such service of process shall be valid and binding. This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of • the Obligations. IN WITNESS WHEREOF,the Insurer has caused this policy to be executed in facsimile on its behalf by its duly authorized officers,this[DAY]day of [MONTH,YEAR]. COUNTERSIGNED: MBIA Insurance Corporation Resident Licensed Agent PrespE, . LifiA4E Attest: • Y City,State Assistant Secretary • DISCLOSURE OF GUARANTY FUND NONPARTICIPATION:In the event the Insurer is unable to fulfill its contractual obligation under this policy or contract or application or certificate or evidence of coverage,the policyholder or certificateholder is not protected by an insurance guaranty fund or other solvency protection arrangement. STD-RCS-TX-6 4/95 STATEMENT OF INSURANCE MBIA Insurance Corporation(the "Insurer")has issued a policy containing the following provisions, such policy being on file at[INSERT NAME OF TRUSTEE OR PAYING AGENT—INCLUDING CITY,STATE]. The Insurer, in consideration of the payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to JINSERT NAME OF TRUSTEE OR PAYING AGENT] or its successor (the "Paying Agent") of an amount equal to (i) the principal of(either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid(except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration);and(ii)the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i)and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean: [INSERT LEGAL TITLE OF BONDS.CENTERED AS FOLLOWS:] j$PAR AMOUNT] [ISSUER) [DESCRIPTION OF BONDS] Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail,by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer 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 State Street Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form satisfactory to State Street Bank and Trust Company,N.A., State Street Bank and Trust Company,N.A. shall disburse to such owners or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation. As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent,the Issuer,or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk,New York 10504 and such service of process shall be valid and binding. This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity of the Obligations. DISCLOSURE OF GUARANTY FUND NONPARTICIPATION: In the event the Insurer is unable to fulfill its contractual obligation under this policy or contract or application or certificate or evidence of coverage, the policyholder or certificateholder is not protected by an insurance guaranty fund or other solvency protection arrangement. MBIA Insurance Corporation STD-R-TX-1 OFFICIAL BID FORM March 3, 1997 Mayor and City Council City of Pearland 3519 Liberty Drive Pearland, Texas 77581 Ladies and Gentlemen: Subject to the terms of your Official Notice of Sale and Official Statement, dated February 17, 1997, which are incorporated herein by reference, we hereby submit the following bid for $6,250,000 CITY OF PEARLAND, TEXAS CERTIFICATES OF OBLIGATION, SERIES 1997, dated April 1, 1997. This offer is being made for all of the Certificates and for not less than all. For said legally issued Certificates of Obligation,we will pay you the par value thereof, plus accrued interest from their date to the date of delivery to us, plus a cash premium of$ _o ' for Certificates of Obligation maturing and bearing interest per annum as follows: Maturity Date Principal Amount Interest Rate March 1, 1999 $ 100,000 7.2 c % March 1, 2000 100,000 7.2 S % March 1, 2001 100,000 7.2.. ' % March 1, 2002 100,000 7. 2,r' % March 1, 2003 100,000 7.2.1` % March 1, 2004 100,000 7.24- % March 1, 2005 100,000 T• 2S % March 1, 2006 100,000 7. 2I" % March 1, 2007 110,000 7.2.r % March 1, 2008 120,000 G .So % March 1, 2009 120,000 S L,r % March 1, 2010 400,000 2 % March 1, 2011 460,000 1;24 % March 1, 2012 520,000 'i 3o % March 1, 2013 580,000 S. 3,( % March 1, 2014 650,000 C!v % March 1, 2015 1,210,000 67'/T % March 1, 2016 1,280,000 5 So % Interest cost, in accordance with the above bid, is: Gross Interest Cost $ s /7 2.i e g Less: Premium $ — G - NET INTEREST COST $ .r /2 2 k3S� EFFECTIVE INTEREST RATE VT 5� S-5 % The Initial Certificates shall be registered in the name of Rauscher Pierce Refsnes, Inc. (syndicate manager). We will advise Texas Commerce Bank National Association, Houston, Texas the Paying Agent/Registrar, on forms to be provided by the Paying Agent/Registrar of our registration instructions at least five business days prior to the date set for Initial Delivery. Cashier's Check of the Frost Bank, Austin Texas, in the amount of $125,000, which represents our Good Faith Deposit (is attached hereto) or (has been made available to you prior to the opening of this Bid), and is submitted in accordance with the terms as set forth in the "Official Notice of Sale" and "Official Statement." Upon delivery of the Certificates, said check will be returned to the Purchaser of the Certificates on the date of delivery of the Certificates. We agree to acrppt delivery of and make payment for the Initial Certificates in immediately available funds at the Corporate Trust Office of Texas Commerce Bank National Association, Houston, Texas not later than 10:00 A.M., on April 3, 1997, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Official Notice of Sale. The undersigned agrees to complete, execute and deliver to the City, by the date of delivery of the Certificates, a certificate relating to the "issue price" of the Certificates in the form and to the effect attached to or accompanying the Official Notice of Sale, with such changes thereto as may be acceptable to the City. Respectfully submitted, RAUSCHER PIERCE REFSNES, INC. LEGG MASON WOOD WALKER, INC. PAINEWEBBER INC. SMITH BARNEY, INC. By c?X-4._..--r..—k__) Authorized Representative ACCEPTED this 3rd day of March, 1997, by the City Council, City of Pearland, Tex . Mayor A • . City Sec Return of Good Faith Check is hereby acknowledged: Firm: By: (For your information you will find attached a list of the group of underwriters associated with us in this proposal) AFFIDAVIT OF PUBLICATION 3025618 3463908 STATE OF TEXAS: COUNTY OF HARRIS: Before me, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared: Rory Socco, who after being duly sworn, says that she is the SUPERVISOR - ACCOUNTS RECEIVABLE of the HOUS T ON CHRONICLE, a daily newspaper published in Harris County, Texas, and that the publication, of which the annexed is a true copy, was published to-wit: '***ADVERTISEMENT PUBLISHED ON FEB 05, 1997*** '***ADVERTISEMENT PUBLISHED ON FEB 12, 1997*** texas tvaweoi mews, NOTICE OF INTENTION TO ISSUE CERTIFICATES NOTICE IS HEREBY GIVEN that the City Council of the City of Pearland,Texas(the"City")will meet at its special meeting place at City Hall,Pearland,Texas at 7:30 p.m.on the 3rd day of March,1997, which is the time and place tentatively set for the passage of an ordi- nance 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 S6,250,000,bearing interest at any rate or rates,not to ex- ceed 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 land acquisition,re- placement, renovations, improvements, materials, supplies, equip- ment and machinery for certain City buildings and facilities including but not limited to the City's central public library located at 3523 Lib- erty Drive,Pearland,Texas 77581,the Public Safety Building and site located at 2703 Veterans Drive,Pearland,Texas 77581 and(depend- ence Park located at the intersection of John Lizer Road and LibertyDrive,Pearland,Pearland,Texas 77581,(2)for certain street proiects located in —� the City including but not limited to:the acquisition of right-of-way and construction of a street(including drainage and bridge work)from Rory Socco Broadway)FM 518)to Hughes Road in Sagemont;acquisition of right- of Rose d construction of a street nova sins and rainage)from Barry Supervisor-Accounts Receivable Rose Road to Plum Street;renovations and improvements to First Street (including drainage)from Main(SH 35) to the railroad;im- provements to Centennial Boulevard(including drainage and bridge work)from Mary's Creek to Oiler Drive;renovations and improve- ments to Magnolia Drive(including drainage and bridge work);acqui- sition of right-of-way and construction of pedestrian hike&bikeways (including drainage)at various locations in the City,(3)for the acquisi- tion,construction,improvement, repair,materials,supplies,equip- ment and machinery for certain drainage facilities located in the City including but not limited to:flood control improvements within and in 19TH the vicinity of the Shadycrest,Parkview,Sunset Meadows,South Cor- rigan, North Corrigan,Willowcrest and Green Tee Terrace subdivi- sion;expansion of the Country Club Drive at Clear Creek bridge(in- cluding street renovations and improvements);storm water detention at the David L.Smith Proiect on Clear Creek,at the Southwest Envi- ronmental Center on Mary's Creek and at a future site on Hickory Slough;and formulation of a jurisdiction-wide storm water drainage plan and analysis for a storm water utility,and(4)for professional 1997 services. A.D. WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CITY, this 27th day of January,1997. /s/We,dy Standoff Interim City Secretary City of Pearland,Texas (^y JJ 7 Notary Public in and for the State of Texas 04"'" JACQUE W.BROWN ,ly IV .•-1 Notary Public,State of Texas .;i..a. Commission Expires 06-19-20C.. uoo-s005 CITY OF PEARLAND OFFICE OF THE CITY SECRETARY 3519 LIBERTY DR., PEARLAND, TX 77581-5416 (281) 485-2411, EXT. 341 FAX (281) 485-1106 FAX TRANSMITTAL COVER SHEET TO: OQr[54) UGi&- 44U.0-tC1r1 eilrOhick, FROM: \ji-er\C aand--0(-F DATE: - 4 - 97 NO. OF PAGES: INCLUDING THIS COVER PAGE. SUBJECT: PLaL .?LthhLv1{.- ---ki C-QuDuuit.9a YLaia cnO:EtCa. + JV1-- tEltm -to ,.,2110-c«. u.viot.v, 1��� v� faun �-e.�,� 5, l99� eutt) 06)7 0-J-t-c-a41. (di it NOTICE OF INTENTION TO ISSUE CERTIFICATES NOTICE IS HEREBY GIVEN that the City Council of the City of Pearland, Texas (the "City") will meet at its special meeting place at City Hall, Pearland, Texas at 7:30 p.m. on the 3rd day of March, 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$6,250,000, 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 land acquisition, replacement, renovations, improvements, materials, supplies, equipment and machinery for certain City buildings and facilities including but not limited to the City's central public library located at 3523 Liberty Drive, Pearland, Texas 77581, the Public Safety Building and site located at 2703 Veterans Drive, Pearland, Texas 77581 and Independence Park located at the intersection of John Lizer Road and Liberty Drive, Pearland, Texas 77581, (2) for certain street projects located in the City including but not limited to: the acquisition of right-of-way and construction of a street (including drainage and bridge work) from Broadway (FM 518) to Hughes Road in Sagemont; acquisition of right-of-way and construction of a street (including drainage) from Barry Rose Road to Plum Street; renovations and improvements to First Street (including drainage) from Main (SH 35) to the railroad; improvements to Centennial Boulevard (including drainage and bridge work) from Mary's Creek to Oiler Drive; renovations and improvements to Magnolia Drive (including drainage and bridge work); acquisition of right-of-way and construction of pedestrian hike & bikeways (including drainage) at various locations in the City, (3) for the acquisition, construction, improvement, repair, materials, supplies, equipment and machinery for certain drainage facilities located in the City including but not limited to: flood control improvements within and in the vicinity of the Shadycrest, Parkview, Sunset Meadows, South Corrigan, North Corrigan, Willowcrest and Green Tee Terrace subdivision; expansion of the Country Club Drive at Clear Creek bridge (including street renovations and improvements); storm water detention at the David L. Smith Project on Clear Creek, at the Southwest Environmental Center on Mary's Creek and at a future site on Hickory Slough; and formulation of a jurisdiction-wide storm water drainage plan and analysis for a storm water utility, and (4) for professional services. WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CITY, this 27th day of January, 1997. Z6, City Secre City of P d, Texas (SEAL) 0360332.01-019724/1022 Issue Date: 4/01/97 CITY OF PEARLAND Delivery Date: 4/03/97 Series 1997 Tax Bonds Rauscher Pierce Ref enes Inc. MATURING COUPON INTEREST TOTAL FISCAL YEAR DATES (Term) AMOUNT PROCEEDS RATE YIELD PRICE AMOUNT DEBT SERVICE DEBT SERVICE 3/01/98 325,655.00 325,655.00 9/01/98 177,630.00 177,630.00 503,285.00 3/01/99 100,000.00 100,000.00 7.250 7.250000 100.000000 177,630.00 277,630.00 9/01/99 174,005.00 174,005.00 451,635.00 3/01/00 100,000.00 100,000.00 7.250 7.250000 100.000000 174,005.00 274,005.00 9/01/00 170,380.00 170,380.00 444,385.00 3/01/01 100,000.00 100,000.00 7.250 7.250000 100.000000 170,380.00 270,380.00 9/01/01 166,755.00 166,755.00 437,135.00 3/01/02 100,000.00 100,000.00 7.250 7.250000 100.000000 166,755.00 266,755.00 9/01/02 163,130.00 163,130.00 429,885.00 3/01/03 100,000.00 100,000.00 7.250 7.250000 100.000000 163,130.00 263,130.00 9/01/03 159,505.00 159,505.00 422,635.00 3/01/04 100,000.00 100,000.00 7.250 7.250000 100.000000 159,505.00 259,505.00 9/01/04 155,880.00 155,880.00 415,385.00 3/01/05 100,000.00 100,000.00 7.250 7.250000 100.000000 155,880.00 255,880.00 9/01/05 152,255.00 152,255.00 408,135.00 3/01/06 100,000.00 100,000.00 7.250 7.250000 100.000000 152,255.00 252,255.00 9/01/06 148,630.00 148,630.00 400,885.00 3/01/07 110,000.00 110,000.00 7.250 7.250000 100.000000 148,630.00 258,630.00 9/01/07 144,642.50 144,642.50 403,272.50 3/01/08 120,000.00 120,000.00 6.500 6.500000 100.000000 144,642.50 264,642.50 9/01/08 140,742.50 140,742.50 405,385.00 3/01/09 120,000.00 120,000.00 5.250 5.250000 100.000000 140,742.50 260,742.50 9/01/09 137,592.50 137,592.50 398,335.00 3/01/10 400,000.00 400,000.00 5.250 5.250000 100.000000 137,592.50 537,592.50 9/01/10 127,092.50 127,092.50 664,685.00 3/01/11 460,000.00 460,000.00 5.250 5.250000 100.000000 127,092.50 587,092.50 9/01/11 115,017.50 115,017.50 702,110.00 3/01/12 520,000.00 520,000.00 5.300 5.300000 100.000000 115,017.50 635,017.50 9/01/12 101,237.50 101,237.50 736,255.00 3/01/13 580,000.00 580,000.00 5.350 5.350000 100.000000 101,237.50 681,237.50 9/01/13 85,722.50 85,722.50 766,960.00 3/01/14 650,000.00 650,000.00 5.400 5.400000 100.000000 85,722.50 735,722.50 9/01/14 68,172.50 68,172.50 803,895.00 3/01/15 1,210,000.00 1,210,000.00 5.450 5.450000 100.000000 68,172.50 1,278,172.50 9/01/15 35,200.00 35,200.00 1,313,372.50 3/01/16 1,280,000.00 1,280,000.00 5.500 5.500000 100.000000 35,200.00 1,315,200.00 1,315,200.00 $6,250,000.00 $6,250,000.00 $5,172,835.00 $11,422,835.00 $11,422,835.00 Accrued Interest -1,973.67 -1,973.67 Totals $6,250,000.00 $6,250,000.00 $5,170,861.33 $11,420,861.33 U TIC (Inc1. all expenses) .... 5.54497286% Average Coupon 5.52599193% NIC (Vernon's) .(`5.525992% with Adjatmnt of $0.00). TIC (Arbitrage TIC) 5.54497286% Average Life (yrs) ... 14.98 IRS Form 8038-G NiC. 5. 5933% (with Adjstmnt of $0.00). Bond Years 93,609.17 NAM (yrs) 14.971911 NIC . 5.525992% (with Adjetmnt of $0.00). Prepared By Rauscher Pierce Refsnes, Inc. D EARC95: NEW97 _..._-- ------------ 03/03/97 • 17:06 Issue Date: 4/01/97 CITY OF PRARLAND Delivery Date: 4/03/97 Series 1997 Tax Bonds Dean Witter Reynolds Inc. MATURING COUPON INTEREST TOTAL FISCAL YEAR DATES (Tern) AMOUNT PROCEEDS RATE YIELD PRICE AMOUNT DEBT SERVICE DEBT SERVICE 3/01/98 327,295.83 327,295.83 9/01/98 178,525.00 178,525.00 505,820.83 3/01/99 100,000.00 100,000.00 7.150 7.150000 100.000000 178,525.00 278,525.00 9/01/99 174,950.00 174,950.00 453,475.00 3/01/00 100,000.00 100,000.00 7.150 7.150000 100.000000 174,950.00 274,950.00 9/01/00 171,375.00 171,375.00 446,325.00 3/01/01 100,000.00 100,000.00 7.150 7.150000 100.000000 171,375.00 271,375.00 9/01/01 167,800.00 167,800.00 439,175.00 3/01/02 100,000.00 100,000.00 7.150 7.150000 100.000000 167,800.00 267,800.00 9/01/02 164,225.00 164,225.00 432,025.00 3/01/03 100,000.00 100,000.00 7.150 7.150000 100.000000 164,225.00 264,225.00 9/01/03 160,650.00 160,650.00 424,875.00 3/01/04 100,000.00 100,000.00 7.150 7.150000 100.000000 160,650.00 260,650.00 9/01/04 157,075.00 157,075.00 417,725.00 3/01/05 100,000.00 100,000.00 7.150 7.150000 100.000000 157,075.00 257,075.00 9/01/05 153,500.00 153,500.00 410,575.00 3/01/06 100,000.00 100,000.00 7.150 7.150000 100.000000 153,500.00 253,500.00 9/01/06 149,925.00 149,925.00 403,425.00 3/01/07 110,000.00 110,000.00 7.150 7.150000 100.000000 149,925.00 259,925.00 9/01/07 145,992.50 145,992.50 405,917.50 3/01/08 120,000.00 120,000.00 5.150 5.150000 100.000000 145,992.50 265,992.50 9/01/08 142,902.50 142,902.50 408,895.00 3/01/09 120,000.00 120,000.00 5.250 5.250000 100.000000 142,902.50 262,902.50 9/01/09 139,752.50 139,752.50 402,655.00 3/01/10 400,000.00 400,000.00 5.350 5.350000 100.000000 139,752.50 539,752.50 9/01/10 129,052.50 129,052.50 668,805.00 3/01/11 460,000.00 460,000.00 5.400 5.400000 100.000000 129,052.50 589,052.50 9/01/11 116,632.50 116,632.50 705,685.00 3/01/12 520,000.00 520,000.00 5.450 5.450000 100.000000 116,632.50 636,632.50 9/01/12 102,462.50 102,462.50 739,095.00 3/01/13 580,000.00 580,000.00 5.500 5.500000 100.000000 102,462.50 682,462.50 9/01/13 86,512.50 86,512.50 768,975.00 3/01/14 650,000.00 650,000.00 5.550 5.550000 100.000000 86,512.50 736,512.50 9/01/14 68,475.00 68,475.00 804,987.50 3/01/15 1,210,000.00 1,210,000.00 5.500 5.500000 100.000000 68,475.00 1,278,475.00 9/01/15 35,200.00 35,200.00 1,313,675.00 3/01/16 1,280,000.00 1,280,000.00 5.500 5.500000 100.000000 35,200.00 1,315,200.00 1,315,200.00 $6,250,000.00 $6,250,000.00 $5,217,310.83 $11,467,310.83 $11,467,310.83 Accrued Interest -1,983.61 -1,983.61 Totals $6,250,000.00 $6,250,000.00 85,215,327.22 $11,465,327.22 0 TIC (Incl. all expenses) .... 5.58917343% Average Coupon 5.57350419% NIC (Vernon's) . 5.573504% (with Adjstmnt of $0.00). TIC (Arbitrage TIC) 5.58917343% Average Life (yrs) ... 14.98 IRS Form 8038-G NIC . 5.573453% (with Adjstmnt of $0.00). Bond Years 93,609.17 WAN (yrs) 14.971911 NIC . 5.573504% (with Adjstmnt of $0.00). Prepared By Rauscher Pierce Refanes, Inc. PEARC95: NEW97 03/03/97 • 16:58 , Issue Date: 4/01/97 CITY OF PEARLAND Delivery Dates 4/03/97 Series 1997 Tax Bonds Southwest Securities Inc. MATURING COUPON INTEREST TOTAL FISCAL YEAR DATES (Term) AMOUNT PROCEEDS RATE YIELD PRICE AMOUNT DEBT SERVICE DEBT SERVICE 3/01/98 332,722.50 332,722.50 9/01/98 181,485.00 181,485.00 514,207.50 3/01/99 100,000.00 100,000.00 7.375 7.375000 100.000000 181,485.00 281,485.00 9/01/99 177,797.50 177,797.50 459,282.50 3/01/00 100,000.00 100,000.00 7.375 7.375000 100.000000 177,797.50 277,797.50 9/01/00 174,110.00 174,110.00 451,907.50 3/01/01 100,000.00 100,000.00 7.375 7.375000 100.000000 174,110.00 274,110.00 9/01/01 170,422.50 170,422.50 444,532.50 3/01/02 100,000.00 100,000.00 7.375 7.375000 100.000000 170,422.50 270,422.50 9/01/02 166,735.00 166,735.00 437,157.50 3/01/03 100,000.00 100,000.00 7.375 7.375000 100.000000 166,735.00 266,735.00 9/01/03 163,047.50 163,047.50 429,782.50 3/01/04 100,000.00 100,000.00 7.375 7.375000 100.000000 163,047.50 263,047.50 9/01/04 159,360.00 159,360.00 422,407.50 3/01/05 100,000.00 100,000.00 7.375 7.375000 100.000000 159,360.00 259,360.00 9/01/05 155,672.50 155,672.50 415,032.50 3/01/06 100,000.00 100,000.00 7.375 7.375000 100.000000 155,672.50 255,672.50 9/01/06 151,985.00 151,985.00 407,657.50 3/01/07 110,000.00 110,000.00 7.375 7.375000 100.000000 151,985.00 261,985.00 9/01/07 147,928.75 147,928.75 409,913.75 3/01/08 120,000.00 120,000.00 7.375 7.375000 100.000000 147,928.75 267,928.75 9/01/08 143,503.75 143,503.75 411,432.50 3/01/09 120,000.00 120,000.00 7.375 7.375000 100.000000 143,503.75 263,503.75 9/01/09 139,078.75 139,078.75 402,582.50 3/01/10 400,000.00 400,000.00 5.750 5.750000 100.000000 139,078.75 539,078.75 9/01/10 127,578.75 127,578.75 666,657.50 3/01/11 460,000.00 460,000.00 5.450 5.450000 100.000000 127,578.75 587,578.75 9/01/11 115,043.75 115,043.75 702,622.50 3/01/12 520,000.00 520,000.00 5.500 5.500000 100.000000 115,043.75 635,043.75 9/01/12 100,743.75 100,743.75 735,787.50 3/01/13 580,000.00 580,000.00 5.500 5.500000 100.000000 100,743.75 680,743.75 9/01/13 84,793.75 84,793.75 765,537.50 3/01/14 650,000.00 650,000.00 5.500 5.500000 100.000000 84,793.75 734,793.75 9/01/14 66,918.75 66,918.75 801,712.50 3/01/15 1,210,000.00 1,210,000.00 5.375 5.375000 100.000000 66,918.75 1,276,918.75 9/01/15 34,400.00 34,400.00 1,311,318.75 3/01/16 1,280,000.00 1,280,000.00 5.375 5.375000 100.000000 34,400.00 1,314,400.00 1,314,400.00 $6,250,000.00 $6,250,000.00 $5,253,932.50 $11,503,932.50 $11,503,932.50 Accrued Interest -2,016.50 -2,016.50 Total■ $6,250,000.00 $6,250,000.00 $5,251,916.00 $11,501,916.00 • U TIC (Incl. all expenses) .... 5.64468690% Average Coupon 5.61262608% NIC (Vernon's) . 5.612626% (with Adjstmnt of $0.00). TIC (Arbitrage TIC) 5.64468690% Average Life (yrs) ... 14.98 IRS Form 8038-0 NIC . 5.612554% (with Adjetmnt of $0.00). Bond Years 93,609.17 WAN (yrs) 14.971911 NIC . 5.612626% (with Adjstmnt of $0.00). Prepared By Rauscher Pierce Refsnes, Inc. PEARC95, NEW97 03/03/97 • 17,04 LENTZ ENGINEERING, L.C. CONSULTING CIVIL ENGINEERS AND PLANNERS March 28 , 1997 City of Pearland 3519 Liberty Drive Pearland, Texas 77581 Attn : Mr. Alan R. Mueller Projects Coordinator Re : First Street SH35 to Railroad Dear Alan: It is indeed a pleasure to have the opportunity to submit this proposal to you to provide the necessary engineering services to prepare the plans and specifications for the construction of the above mentioned project . Included in this proposal is assistance in bidding the project, periodic construction inspection, obtaining approval of B .D.D. #4 and working with the City to obtain approval of the Railroad. This propsal is based on Alternate C of the "Preliminary Engineering Report . " The services would be provided in accordance with the applicable provisions of the "General Engineering Services Manual" as published by the Texas Society of Professional Engineers . We would propose to provide these services on a per diem basis at the rates outlined on the attached "Schedule of Fees" . It is estimated the cost of the project should not exceed $8 , 700 . 00 , and written authorization will be requested prior to exceeding this amount . We are prepared to begin immediately on this project . Therefore, if this proposal meets with your approval, please sign in the space provided below and return a copy to us as our authorization to proceed. 1328 SOUTH LOOP WEST, SUITE 201 • HOUSTON, TEXAS 77054 (713) 796-1212 • FAX (713) 796-1219 Page 2 . Proposal Job Name : First Street-SH35 to Railroad Date : March 28 , 1997 If you have any questions or require any additional information, please do not hesitate to call . I remain, Very truly yours, Lentz ngi ering, L. . Alfred E. Lentz, P. E. , R. P .L.S . / ' President rj. Approved: _A) Title : Al Date : ? /, _ / / LENTZ ENGINEERING, L.C. CONSULTING CIVIL ENGINEERS AND PLANNERS ENGINEERING AND SURVEYING SERVICES SCHEDULE OF FEES JUNE 01, 1993 Consulting engineering and surveying services performed by our firm will be in keeping with the practices as described by the Texas Society of Professional Engineers and Consulting Engineers Council of Texas, "General Engineering Services Manual" and the " Manual of Practice for Land Surveying in Texas"as published by the Texas Society of Professional Surveyors. The fee proposed for any services rendered would be in three categories as follows: 1. Major Engineering design and project fees would be based on percentage of construction costs. This percentage varies with the size of the project and is established from the curves for fees in the above mentioned "General Engineering Service Manual." 2. Special Engineering Services as requested would be on a per diem basis, based on the rates outlined below: Principal $100.00/hour Engineer 75.00/hour Senior Designer 50.00/hour Designer 45.00/hour Technician 35.00/hour Clerical 20.00/hour Computer 30.00/hour Registered Professional Land Surveyor 80.00/hour Construction Inspector 35.00/hour Survey Crew 85.00/hour Total Station 30.00/hour Vehicle Mileage .30/hour 3. Any outside services needed such as reproduction,delivery services,abstract, filing fees,soil tests,etc.,would be billed at actual invoice plus 10%handling and coordination. Invoices for our services will be submitted on the first of each month for services performed for the previous month. Outstanding charges beyond 30 days will be subject to interest payable at the rate of 1.5% per month. 1328 SOUTH LOOP WEST, SUITE 201 • HOUSTON, TEXAS 77054 (713) 796-1212 • FAX (713) 796-1219