R2007-144 2007-09-24 RESOLUTION NO. 2007-144
RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE ISSUANCE OF
DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT
REVENUE BONDS, SERIES 2007; APPROVING A BOND RESOLUTION, INDENTURE OF
TRUST, PURCHASE CONTRACT AND OTHER DOCUMENTS RELATING TO THE
BONDS; MAKING CERTAIN FINDINGS AND CONTAINING OTHER PROVISIONS
RELATED THERETO
STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
CITY OF PEARLAND §
WHEREAS, by City Ordinance No. 891, the City of Pearland, Texas (the "City") created
Reinvestment Zone Number Two, City of Pearland, Texas (the "Zone") pursuant to Chapter 311,
Texas Tax Code (the "TIRZ Act"); and
WHEREAS, by Resolution No. 2004-107 adopted by the City Council of the City on
June 28, 2004, the City authorized the creation of the Development Authority of Pearland (the
"Authority") as a local government corporation pursuant to Subchapter D of Chapter 431, Texas
Transportation Code- (the "LGC Act"), to aid, assist and act on behalf of the City in the
performance of the City's governmental and proprietary functions with respect to the common
good and general welfare of the Zone; and
WHEREAS, by City Ordinance No. R2004-170, the City authorized an agreement with
the Zone and the Authority (the "Tri-Party Agreement"), as amended pursuant to City Ordinance
No. R2007-143, which sets forth, among other things, the duties and responsibilities of the
Authority, the City and the Zone as they relate to reimbursements for Project Costs (as defined in
the Indenture) in the Zone, and pursuant to which the City and the Zone have agreed to pay the
Authority on an annual basis certain of the Tax Increments (as defined in the Indenture) then
available in the Tax Increment Fund (as defined in the Indenture); and
WHEREAS, the Tri-Party Agreement authorizes the Authority to issue bonds secured by
payments made to the Authority under the Tri-Party Agreement and further authorizes the
Authority to issue such bonds for the purpose of making developer reimbursements for Project
Costs only with the approval of the City; and
WHEREAS, the Authority has previously issued its Tax Increment Contract Revenue
Bonds, Series 2004 in the aggregate principal amount of $13,995,000, its Tax Increment
Contract Revenue Bonds, Series 2005 in the aggregate principal amount of $9,775,000, and its
Tax Increment Contract Revenue Bonds, Series 2006 in the aggregate principal amount of
$9,970,000, and
WHEREAS, the Authority now desires to issue its Tax Increment Contract Revenue
Bonds, Series 2007 in the aggregate principal amount of $15,950,000 (the "Bonds") pursuant to
HOU:2729063.2
a resolution authorizing the issuance of the Bonds (the "Bond Resolution") adopted by the
Authority on September 24, 2007, and the Authority desires to use the proceeds from the sale of
such Bonds for the purposes of (1) paying Project Costs (which includes amounts owed to
developers under certain development agreements and the acquisition and the construction of
certain public works and public improvements within the Zone), (2) funding the Reserve
Requirement, and (3) paying costs of issuance, all under and pursuant to the authority of the Act
and all other applicable law; and
WHEREAS, in order to further secure the Bonds, the Authority has determined to enter
into an Indenture of Trust, as supplemented (the "Indenture"), with Wells Fargo Bank, National
Association (the "Trustee") for the purpose of assigning and pledging to the Trustee the Contract
Tax Increments (as defined in the Indenture), for the purpose of establishing the Pledged
Revenue Fund, the Project Fund, the Debt Service Fund, and the Debt Service Reserve Fund
pursuant hereto and thereby providing the Pledged Revenues (as defined in the Indenture) to be
held by the Trustee to secure the payment of principal of and interest on the Bonds and any
Additional Parity Bonds from time to time issued under the Indenture and the Bond Resolutions;
and
WHEREAS none of the proceeds of the Bonds shall be used for the purpose of paying or
otherwise providing for educational facilities, and
WHEREAS the City Council desires to approve the issuance of the Authority's Tax
Increment Contract Revenue Bonds, Series 2007;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PEARLAND, TEXAS THAT:
Section 1. Preamble. The facts and recitations set out in the preamble of this Resolution
are found to be true and correct and are hereby adopted and made a part hereof for all purposes.
Section 2. Approval of Bonds; Authorization of Agreements; Approval of
Reimbursements. City Council hereby approves the issuance of the Bonds by the Authority and
all reasonable agreements necessary in connection with the issuance of the Bonds, including
without limitation the following: the Indenture (attached hereto as Exhibit A); the Purchase
Contract by and between the Authority and First Southwest Company, as representative of the
Underwriters (attached hereto as Exhibit B), the Preliminary Official Statement for the Bonds
dated September 17, 2007 (attached,hereto as Exhibit C); and any and all other documents and
agreements reasonable and necessary for the Authority to issue the Bonds (collectively, the
"Agreements"). City Council hereby reconfirms its prior approvals of certain developer
reimbursements to pay Project Costs and acknowledges that a portion of the proceeds from the
sale of the Bonds will be used to make such reimbursements.
Section 3. Approval of Bond Resolution. City Council hereby approves the Authority's
Bond Resolution authorizing the issuance of the Authority's $15,950,000 Development
Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2007, a copy of which is
attached hereto as Exhibit"D."
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HOU:2729063.2
Section 4. 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 5. Effective Date. This Resolution shall take effect immediately upon passage.
Section 6. 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.
PASSED AND APPROVED this 24th day of September, 2007.
Mayor
City of Pearland
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CERTIFICATE FOR RESOLUTION
THE 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 September 24,
2007 at the regular meeting place thereof, within the City, and the roll was called of the duly
constituted officers and members of the City Council, to wit:
Tom Reid Mayor
• Steve Saboe Mayor Pro Tern
Woodrow Owens Council Member
Helen Beckman Council Member
Felicia Kyle Council Member
Kevin Cole Council Member
Young Lorfing City Secretary
and all of such persons were present, thus constituting a quorum. Whereupon, among other
business, the following was transacted at said meeting: a written
RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE ISSUANCE OF
DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT
REVENUE BONDS, SERIES 2007; APPROVING A BOND RESOLUTION, INDENTURE OF
TRUST, PURCHASE CONTRACT AND OTHER DOCUMENTS RELATING TO THE
BONDS; MAKING CERTAIN FINDINGS AND CONTAINING OTHER PROVISIONS
RELATED 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:
AYES: NAYS: ABSTENTIONS:
2. That a true, full and correct copy of the 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 such meeting; that the above
and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of
such meeting pertaining to the adoption of the 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
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HOU:2733703.
subject of the aforesaid meeting, and that the Resolution would be introduced and considered for
adoption at such meeting, and each of such officers and members consented, in advance, to the
holding of such meeting for such purpose; that such meeting was open to the public as required
by law; and that public notice of the date, hour, place and subject of such meeting was given as
required by the Open Meetings Law, Chapter 551, Texas Government Code.
SIGNED AND SEALED this September 24, 2007.
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Seer Mayor
TY 0 EARLAND, TEXAS CITY OF PEARLAND, TEXAS
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HOU-2733703.I
EXHIBIT A
Indenture of Trust
See Transcript Tab
A-1
HOU:2729063.2
EXHIBIT B
Bond Purchase Agreement
See Transcript Tab
•
B-1
HOU:2729063.2
EXHIBIT C
Preliminary Official Statement •
See Transcript Tab
•
C-1
HOU:2729063.2
EXHIBIT D
Bond Resolution
See Transcript Tab
D-l
HOU:2729063.2