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R2005-0165 10-18-05 DRAFT DRAFT 10/18/05 RESOLUTION NO. 2005- 1�S RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE ISSUANCE OF DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2005; 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"), 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; and WHEREAS, the Authority now desires to issue its Tax Increment Contract Revenue Bonds, Series 2005 in the aggregate principal amount of $ (the "Bonds") pursuant to a resolution authorizing the issuance of the Bonds (the "Bond Resolution") adopted HOU:2508867.1 by the Authority on October 24, 2005, 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 (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 2005;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 October 12, 2005 (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 $ Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2005, a copy of which is attached hereto as Exhibit"D." 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. 2 HOU:2508867.1 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_day of , 2005. Mayor City of Pearland ATTEST: Secr ity of P land, Texas 3 HOU:2508867.1 ti RESOLUTION NO. 2005-165 RESOLUTION OF THE CITY OF PEARLAND, TEXAS, APPROVING THE ISSUANCE OF DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2005; 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"), 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; and WHEREAS, the Authority now desires to issue its Tax Increment Contract Revenue Bonds, Series 2005 in the aggregate principal amount of$9,775,000 (the "Bonds") pursuant to a resolution authorizing the issuance of the Bonds (the "Bond Resolution") adopted by the Authority on October 24, 2005, and the Authority desires to use the proceeds from the sale of HOU:2508867.2 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 2005;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 October 12, 2005 (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 $9,775,000 Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2005, a copy of which is attached hereto as Exhibit"D." 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. 2 HOU:2508867.2 EXHIBIT A Indenture of Trust See Transcript Tab A-1 HOU:2508867.1 EXHIBIT B Bond Purchase Agreement See Transcript Tab B-1 HOU:2508867.1 EXHIBIT C Preliminary Official Statement See Transcript Tab C-1 HOU:2508867.1 EXHIBIT D Bond Resolution See Transcript Tab D-1 HOU:2508867.1 Unknown Full Name: Andrews & Kurth LLP Last Name: LLP First Name: Andrews & Kurth Job Title: :Marcus UPI,1:44 Business Address: 600 Travis, Suite 4200 Houston, Texas 77002 Business: (713)220-4876 Business Fax: (713)238-7125 . ; c20 ALLEN BOONE HUMPHRIES ROBINSON LLP ATTORNEYS AT LAW PHOENIX TOWER 3200 SOUTHWEST FREEWAY SUITE 2600 HOUSTON,TEXAS 77027 TEL(713) 860-6400 FAX(713) 860-6401 abhllp.com Direct Line: (713)860-6425 Sylvia Moore Direct Fax: (713)860-6625 smoore@abhllp.com Legal Assistant October 24, 2005 Mr. Young Lorfing City of Pearland 3519 Liberty Drive Pearland,Texas 77581 Re: Pearland Development Authority ("District") - Tax Increment Contract Revenue Bonds, Series 2005 Dear Young: Enclosed please find for your signature eight (8) originals of the General Certificate of the City of Pearland. Please note that this document also requires the City's seal. Please contact me when they have been executed and I will arrange to have them picked up. Should you have any questions or require further information, please do not hesitate to contact me as indicated. Thank you for your attention to this matter. Sincerely, VAAPAA--/ Sylvia Moore Legal Assistant Enclosure 79752 GENERAL CERTIFICATE OF THE CITY OF PEARLAND • THE STATE OF TEXAS COUNTIES OF BRAZORIA AND FORT BEND I, the undersigned, official of the CITY OF PEARLAND, TEXAS (the "City") hereby make and execute this certificate for the benefit of all persons interested in the $9,775,000 Tax Increment Contract Revenue Bonds, Series 2005 (the "Bonds") dated October 1, 2005, now in the process of issuance by the Development Authority of Pearland (the "Authority"). I certify that: 1. (a) The following persons were members of the City Council of the City from November 15, 2004, to October 10, 2005: Tom Reid Mayor Richard F. Tetens Councilmember, Position 1 Woodrow "Woody" Owens Councilmember, Position 2 Charles Viktorin Councilmember, Position 3 Larry R. Marcott Councilmember, Position 4 Kevin Cole Councilmember, Position 5 (b) The following persons were members of the City Council of the City from October 10, 2005, to present: Tom Reid Mayor Richard F. Tetens Councilmember, Position 1 Woodrow "Woody" Owens Councilmember, Position 2 Vacant Councilmember, Position 3 Larry R. Marcott Councilmember, Position 4 Kevin Cole Councilmember, Position 5 2. Bill Eisen is City Manager; Young Lorfing is City Secretary; and Darin Coker is City Attorney. [Execution Page follows] 79414 1