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Ord. 1616 2020-06-27 CERTIFICATE FOR ORDINANCE NO. 2022- THE STATE OF TEXAS § COUNTIES OF BRAZORIA, FORT BEND AND HARRIS § CITY OF PEARLAND § I, 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 June 27,2022,at the regular meeting place thereof, within the District, and the roll was called of the duly constituted officers and members of the City Council,to wit: Kevin Cole Mayor Tony Carbone Mayor Pro Tem Joseph Koza Councilmember Alex Kamkar Councilmember Adrian Hernandez Councilmember Layni Cade Councilmember Jeffrey Barry Councilmember Woody Owens Councilmember and all of such persons were present except thus constituting a quorum. Whereupon, among other business,the following was transacted at said meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND,TEXAS CERTIFICATES OF OBLIGATION, SERIES 2022A; PRESCRIBING THE TERMS THEREOF; PROVIDING FOR THE PAYMENT THEREOF; AWARDING THE SALE THEREOF; MAKING OTHER PROVISIONS REGARDING SUCH CERTIFICATES AND MATTERS INCIDENT THERETO; AND DECLARING AN EMERGENCY (the "Ordinance") was duly introduced for the consideration of the City Council and read in full. It was then duly moved and seconded that the Ordinance be adopted; and, after due discussion, such motion, carrying with it the adoption of the Ordinance,prevailed and carried by the following vote: AYES: NAYS: ABSTENTIONS: 2. That a true,full and correct copy of the Ordinance adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Ordinance 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 Ordinance;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 subject of the aforesaid meeting,and that the Ordinance 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. 4162-5522-7192.2 r 0 SIGNED AND SEALED this, V. , 2022. /47 Cfr Secre a y M14 C Y OF PEA LAND, TEXAS \I QftY OF PEARLAND, TEXAS (SEAL) ......... 0 Cn **. . 1110,110°‘‘'‘ 4162-5522-7192.2 SIGNATURE IDENTIFICATION AND NO-LITIGATION CERTIFICATE THE STATE OF TEXAS § COUNTIES OF BRAZORIA, FORT BEND AND HARRIS § CITY OF PEARLAND § We, the undersigned officers of the City of Pearland, Texas (the "City"), certify that we officially signed, by our manual or facsimile signatures, on behalf of the City, the following described bonds,to wit: CITY OF PEARLAND, TEXAS PERMANENT IMPROVEMENT BONDS, SERIES 2022, dated July 1, 2022 and aggregating $23,530,000 (the "Bonds"). That the Bonds have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing hereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Bonds,whether in manual or facsimile form, as the case may be, as their own signatures. That on the date of such signing and on the date hereof, we were and are the duly chosen, qualified and acting officers authorized to execute the Bonds, and holding the official titles set forth below opposite such signatures. We further certify that no litigation is pending or,to our knowledge,threatened in any court in any way affecting the existence or boundaries of the City or the titles of its officers to their respective positions or their authority to act on the City's behalf or to restrain or enjoin the issuance or delivery of the Bonds, or the levy, collection or application of the ad valorem taxes or revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity of the Bonds,the ordinance dated April 25, 2022, authorizing the issuance, sale and delivery of the Bonds (the "Ordinance"), or contesting the powers of the City or the authorization of the Bonds or the Ordinance, or contesting in any way the accuracy, completeness or fairness of the Official Statement. We further certify that the seal that has been impressed, or placed in facsimile, upon each of the Bonds is the legally adopted, proper and only official seal of the City, such official seal being impressed upon this certificate. We further certify that the information and data contained in the General Certificate dated July 27, 2022 remain true and correct as of this date. 4137-1091-7943.1 WITNESS OUR HANDS AND THE SEAL OF THE CITY this I-1 day of 2022. SIGNATURES TITLE OF OFFICE Mayor, City of Pearland, Texas Deputy City Secretary, City of Peadand, Texas (CITY SEAL) Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names were subscribed in my presence to the foregoing instrument. Given under my hand and seal of office this 1,41,1_;_ / , 2022. 74-)-14-4-1-4A—C N ary Pu lic cp" Typed or Punted Name: F •(''" 1; 11 1 */)0 "24 c) - . !4, \';'• K . ''fifrinnI[0to‘\\\ My Commission Expires: zo (Notary Seal) 4137-1091-7943.1 • City of earland, exas I ; Information Request for the Preliminary Official Stat m nt I INSTRUCTIONS: Please supply the items listed below for use in compiling the Preliminary Official Statement for the City's upcoming bond sales. Most items can be filled in the space provided; however, feel free to use additional pages as needed. When the items requested have been assembled, please email the completed information sheet and the other requested documents to: John Robuck (713) 289-5897 or JRobuck@)bokf.com If you have any questions about any of the information requested,please call me at the number listed above. GENERAL OBLIGATION BONDS 1.) Statistical Information: (Please provide the information in the blanks provided) 2022 Preliminary Net Taxable Assessed Valuation: 14,643,423,430 (Estimated value attributable to the TIRZ: 3,439,481,684) Debt Service Fund Balance: $14,878,734 as of March 31, 2022 (most recent as possible) 2.) Investments: (Please provide the most recent investment information.) Face Principal Market Book Amount Invested Value Value Cash $165,495,887 $165,495,887 $165,495,887 $165,495,887 Local Government Pools 167,136,876 167,136,876 167,136,876 167,136,876 Certificates of Deposit Government Securities 3,000,000 3,000,000 2,974,162 3,000,000 Total Portfolio $335,632,763 $335,632,763 $335,606,925 $335,632,763 * Investment balances as of March 31,2022. BOK FINANCIAL SECURITIES Vfl(( 10II(N City earland, eras 3.) Employee Benefits: (Please confirm/complete the following statements) The City participates in the Texas Municipal Retirement System (TMRS), an agency operated by the State of Texas. Employees of the City who participate in TMRS contribute a fixed percentage, currently 7%,of their gross pay and the City matching percent is currently 2 to 1. As employees leave municipal employment other than through retirement, they may withdraw from TMRS those funds they contributed, but forfeit their employer's contributions. Each municipal employer's requirements for current contributions are offset by the amounts of such forfeitures. The City currently employs 743 full-time employees and 103 part-time and seasonal employees. All full-time employees are covered by TMRS and the City's contribution for fiscal year 2021, amounted to $7,545,831 which includes amortization of prior service cost over 30 years. The City had $20,410,728 unfunded pension liability as of December 31, 2020. The liability for prior service benefits will be amortized over a period of thirty years or less by contributions from the City which are a level percentage of payroll. 4.) Administration of the City: Administration Officials to be included in the financing documents: (Please confirm/complete these names and add any other officials to be included) Name Position Period Served(a) Clay Pearson City Manager 8 Years Trent Epperson Deputy City Manager 16 Years Ron Fraser Assistant City Manager 31 Years Joel Hardy Grants-Special Projects Administrator 12 Years Amy Buckert Chief Financial Officer 1 Year Johnson Kristen Woolley Deputy Director of Finance 2 Years Robert Upton Director of Engineering and Public Works 6 Years Leslie Crittenden City Secretary 1 Year Darrin Coker City Attorney 25 Years Johnny Spires Police Chief 22 Years Carry Capers Director of Parks&Recreation 9 Years Vance Riley Fire Chief 11 Years LaRae James Director of Human Resources 3 Years Joshua Lee Director of Communications 4 Years Rajendra Shrestha City Engineer 10 Years Matt Buchanan President,PEDC 12 Years Daniel McGhinnis Chief Infoiivation Officer 7 Years John McDonald Director of Community Development 5 Years (a) Reflects the total number of years worked for the City. BOK FINANCIAL 2 SECURITIES City earland, exas Mayor and City Council (Please confirm/complete these names and add any other officials to be included) Teuu Expires Council Members Period Served May Occupation Kevin Cole 1 Year(a) 2023 Real Estate Developer Mayor Adrian Hernandez 4 Years 2024 Business Owner Mayor Pro Tem Luke Orlando 3 Years 2022 Management Consultant Council Member Tony Carbone 2 Years (c) 2024 Certified Public Accountant Council Member Alex Kamkar 1 Year 2023 Real Estate Developer Council Member J. David Little 4 Years 2022 Attorney Council Member Trent Perez 6 Years 2022 Land Development Council Member Woodrow Owens 5 Years (d) 2023 VP Engineering Fiiiu Council Member (a) Mayor Cole has served three previous teiius (9 years) on Council. (b) Council Member Carbone has served two previous teiius (6 years) on Council. (c) Council Member Owens has served four previous teiius (12 years) on Council. 5.) Sales Tax Collection History: (Please complete the following table) Fiscal Year Sales and Use Ended 9-30 Tax Receipts 2019 $22,427,733 2020 22,716,028 2021 26,138,991 2022(a) 15,974,303 (a) Collections as of April 30, 2022. Noi BOK FINANCIAL �, �' 3 SECURITIES City earland, exas 6.) Historical Property Tax Collection History: (Please complete the following table) Tax Rate % of Collections Fiscal Net Per$100 of Current Current Year Tax Assessed Assessed Adjusted Year And Prior Ending Year Valuation (a) Valuation Tax Levy (a) Collection Years (b) 9-30 2019 $11,467,873,171 $0.7412 $83,055,340 99.47% 99.47% 2020 2020 12,468,069,479 0.7200 86,120,247 99.57 99.57 2021 2021 12,831,376,676(b) 0.7014 92,385,912 96.82(c) 96.82(c) 2022 (a) Includes assessed value attributable to the TIRZ and tax levy adjusted for Senior Tax Freeze effective in tax year 2007. (b) Includes$3,091,790,998 in assessed valuation attributable to the TIRZ. Tax revenues generated from assessed valuation attributable to the TIRZ are not available to make debt service payments on the Bonds. (c) Collections as of April 30, 2022. 7.) Historical Operations of the City's General Fund and Debt Service Fund: (Please review and complete the following table) 2022 (a) REVENUES General Property Taxes (b) $28,721,574 Sales and Use Taxes 14,151,793 Franchise Fees 2,445,542 Licenses &Peiiuits 2,535,077 Fines & Forfeitures 996,023 Charges for Services 18,018,911 Investment Earnings 22,292 Intergovernmental 0 Other Revenues 4,995,832 Total Revenues $71,887,044 EXPENDITURES General Government $8,375,992 Public Safety 26,799,000 Public Works 5,901,544 Community Services 1,272,643 Parks and Recreation 2,946,205 Debt Service 62,668 Capital Outlay 217,282 Total Expenditures $45,575,334 (a) Unaudited. As of March 31, 2022. (b) Includes penalties and interest. BOK FINANCIAL �, ' 4 SECURITIES City earland, exas Fund Balance 2022 (a) General Fund $58,836,111 Debt Service Fund $14,878,734 (a) Unaudited. As of March 31, 2022. [Remainder of Page Intentionally Left Blank] ts�t1 � �� � „ BOK FINANCIAL F, ' 5 SECURITIES City of earland, exas I ; Information Request fir the Pr 11n 1rlar Off ia1 St t at m n I INSTRUCTIONS: Please supply the items listed below for use in compiling the Preliminary Official Statement for the City's upcoming bond sales. Most items can be filled in the space provided; however, feel free to use additional pages as needed. When the items requested have been assembled, please email the completed information sheet and the other requested documents to: John Robuck (713) 289-5897 or JRobuck@)bokf.com If you have any questions about any of the information requested,please call me at the number listed above. GENERAL OBLIGATION BONDS 1.) Statistical Information: (Please provide the information in the blanks provided) 2022 Preliminary Net Taxable Assessed Valuation: (Estimated value attributable to the TIRZ: 3,439,481,684) Debt Service Fund Balance: $14,878,734 as of March 31, 2022 (most recent as possible) 2.) Investments: (Please provide the most recent investment information.) Face Principal Market Book Amount Invested Value Value Cash $165,495,887 $165,495,887 $165,495,887 $165,495,887 Local Government Pools 167,136,876 167,136,876 167,136,876 167,136,876 Certificates of Deposit Government Securities 3,000,000 3,000,000 2,974,162 3,000,000 Total Portfolio $335,632,763 $335,632,763 $335,606,925 $335,632,763 * Investment balances as of March 31,2022. BOK FINANCIAL SECURITIES Vfl(( 10II(N City earland, eras 3.) Employee Benefits: (Please confirm/complete the following statements) The City participates in the Texas Municipal Retirement System (TMRS), an agency operated by the State of Texas. Employees of the City who participate in TMRS contribute a fixed percentage, currently 7%,of their gross pay and the City matching percent is currently 2 to 1. As employees leave municipal employment other than through retirement, they may withdraw from TMRS those funds they contributed, but forfeit their employer's contributions. Each municipal employer's requirements for current contributions are offset by the amounts of such forfeitures. The City currently employs 743 full-time employees and 103 part-time and seasonal employees. All full-time employees are covered by TMRS and the City's contribution for fiscal year 2021, amounted to $7,545,831 which includes amortization of prior service cost over 30 years. The City had $20,410,728 unfunded pension liability as of December 31, 2020. The liability for prior service benefits will be amortized over a period of thirty years or less by contributions from the City which are a level percentage of payroll. 4.) Administration of the City: Administration Officials to be included in the financing documents: (Please confirm/complete these names and add any other officials to be included) Name Position Period Served(a) Clay Pearson City Manager 8 Years Trent Epperson Deputy City Manager 16 Years Ron Fraser Assistant City Manager 31 Years Joel Hardy Grants-Special Projects Administrator 12 Years Amy Buckert Chief Financial Officer 1 Year Johnson Kristen Woolley Deputy Director of Finance 2 Years Robert Upton Director of Engineering and Public Works 6 Years Leslie Crittenden City Secretary 1 Year Darrin Coker City Attorney 25 Years Johnny Spires Police Chief 22 Years Carry Capers Director of Parks&Recreation 9 Years Vance Riley Fire Chief 11 Years LaRae James Director of Human Resources 3 Years Joshua Lee Director of Communications 4 Years Rajendra Shrestha City Engineer 10 Years Matt Buchanan President,PEDC 12 Years Daniel McGhinnis Chief Infoiivation Officer 7 Years John McDonald Director of Community Development 5 Years (a) Reflects the total number of years worked for the City. BOK FINANCIAL 2 SECURITIES City earland, exas Mayor and City Council (Please confirm/complete these names and add any other officials to be included) Teuu Expires Council Members Period Served May Occupation Kevin Cole 1 Year(a) 2023 Real Estate Developer Mayor Adrian Hernandez 4 Years 2024 Business Owner Mayor Pro Tem Luke Orlando 3 Years 2022 Management Consultant Council Member Tony Carbone 2 Years (c) 2024 Certified Public Accountant Council Member Alex Kamkar 1 Year 2023 Real Estate Developer Council Member J. David Little 4 Years 2022 Attorney Council Member Trent Perez 6 Years 2022 Land Development Council Member Woodrow Owens 5 Years (d) 2023 VP Engineering Fiiiu Council Member (a) Mayor Cole has served three previous teiius (9 years) on Council. (b) Council Member Carbone has served two previous teiius (6 years) on Council. (c) Council Member Owens has served four previous teiius (12 years) on Council. 5.) Sales Tax Collection History: (Please complete the following table) Fiscal Year Sales and Use Ended 9-30 Tax Receipts 2019 $22,427,733 2020 22,716,028 2021 26,138,991 2022(a) 15,974,303 (a) Collections as of April 30, 2022. Noi BOK FINANCIAL �, �' 3 SECURITIES City earland, exas 6.) Historical Property Tax Collection History: (Please complete the following table) Tax Rate % of Collections Fiscal Net Per$100 of Current Current Year Tax Assessed Assessed Adjusted Year And Prior Ending Year Valuation (a) Valuation Tax Levy (a) Collection Years (b) 9-30 2019 $11,467,873,171 $0.7412 $83,055,340 99.47% 99.47% 2020 2020 12,468,069,479 0.7200 86,120,247 99.57 99.57 2021 2021 12,831,376,676(b) 0.7014 92,385,912 96.82(c) 96.82(c) 2022 (a) Includes assessed value attributable to the TIRZ and tax levy adjusted for Senior Tax Freeze effective in tax year 2007. (b) Includes$3,091,790,998 in assessed valuation attributable to the TIRZ. Tax revenues generated from assessed valuation attributable to the TIRZ are not available to make debt service payments on the Bonds. (c) Collections as of April 30, 2022. 7.) Historical Operations of the City's General Fund and Debt Service Fund: (Please review and complete the following table) 2022 (a) REVENUES General Property Taxes (b) $64,939,765 Sales and Use Taxes 14,151,793 Franchise Fees 2,445,542 Licenses &Peiiuits 2,535,077 Fines & Forfeitures 996,023 Charges for Services 18,018,911 Investment Earnings 29,161 Intergovernmental 0 Other Revenues 6,901,608 Total Revenues $110,017,880 EXPENDITURES General Government $8,375,992 Public Safety 26,799,000 Public Works 5,901,544 Community Services 1,272,643 Parks and Recreation 2,946,205 Debt Service 29,202,000 Capital Outlay 217,282 Total Expenditures $74,714,666 (a) Unaudited. As of March 31, 2022. (b) Includes penalties and interest. BOK FINANCIAL �, ' 4 SECURITIES City earland, exas Fund Balance 2022 (a) General Fund $58,836,111 Debt Service Fund $14,878,734 (a) Unaudited. As of March 31, 2022. [Remainder of Page Intentionally Left Blank] ts�t1 � �� � „ BOK FINANCIAL F, ' 5 SECURITIES Permanent Improvement Bonds, Series 2022 -Type: General Obligation -Fund: General Debt Service Fund -Series: 2022 -Purpose: Drainage (67.36%), Park (1.99%), Facilities (2.37%), Streets (28.28%) -Project: Mykawa Road Widening (19.02%), West Lea Drainage (22.07%), Willowcrest Drainage (45.29%), Park Equipment Revitalization Program (1.99%), Animal Services Shelter (2.37%), Pearland Parkway Traffic Circle (3.98%), Bailey Road Expansion (5.28%) -GL Account for Principal: 200-150-900.5800.010 -GL Account for Interest: 200-150-900.5850.010 -Allocation: 100% Certificates of Obligation, Series 2022A -Type: Certificates of Obligation -Fund: General Debt Service Fund -Series: 2022A -Purpose: Drainage (3.27%), Facilities (56.47%), Streets (40.26%) -Project: Cowart Creek Detention Pump Station Generator (3.27%), Orange Street Service Center Phase II (1.63%), Police Training Center (33.60%), Public Safety Building Renovations (10.60%), Hillhouse Road Annex Phase II (7.79%), Natatorium Air Handling Replacement (2.85%), McHard Road Extension (32.38%), Smith Ranch Road Extension (7.23%), Dixie Farm Road Transition (0.65%) -GL Account for Principal: 200-150-900.5800.010 -GL Account for Interest: 200-150-900.5850.010 -Allocation: 100% Certificates of Obligation, Series 2022B -Type: Certificates of Obligation -Fund: General Debt Service Fund -Series: 2022B -Purpose: Park (15.81%), Streets (84.19%) -Project: Shadow Creek Ranch Trails Phase I I (15.81%), Shadow Creek Parkway Landscaping, Street Lighting & Sidewalks (84.19%) -GL Account for Principal: 200-150-900.5800.010 -GL Account for Interest: 200-150-900.5850.010 -Allocation: 100% Certificates of Obligation, Series 2022C -Type: Certificates of Obligation -Fund: Water and Sewer Debt Service Fund -Series: 2022C -Purpose: Facilities (4.51%), Water (64.44%), Wastewater (31.05%) -Project: Orange Street Service Center Phase II (0.66%), Hillhouse Road Annex Phase II (0.57%), Water Operations Building (3.28%), Surface Water Plant Phase I (42.64%), Bailey Water Plant Improvements (19.47%), Bailey Sewer Line (1.85%), Westwood Village Water Quality Program (0.83%), Westminster Water Line Replacement (0.35%), Green Tee Transite Pipe Water Line Replacement (0.91%), Somertshire Water Line Replacement (0.24%), Barry Rose WRF Expansion (14.06%), Longwood Water Reclamation Facility Decommissioning (1.00%), East & West Barnett Lift Station Rehabilitation (2.45%), Bella Vita Regional Lift Station Rehabilitation (0.33%), Sanitary Sewer Rehabilitation (0.51%), Autumn Lakes Lift Station Rehabilitation (0.21%), Sunrise Lakes Lift Station Rehabilitation (0.21%), JHEC WRF Expansion (10.43%) -GL Account for Principal: 601-150-900.5800.010 -GL Account for Interest: 601-150-900.5850.010 -Allocation: 100% Viewing 20 Purposes with 106 total issues Vese Ilssau r Title DEVELOPER REIMBURSEMENT DRAINAGE DRAINING FACILITIES PARK PARKS PUBLIC SAFETY REFUNDING 2005,2006 REFUNDING 2005,2006, 2007, 2008 REFUNDING 2006,2007 REFUNiuwII G 2006, 2007,2008 AND 2009 REFUNDING 2007 REFUNDING 2007„2008,2011 REFUNDING 2007,2008 AND 2009 AND 2009A REFUNDING 2007,2010A REFUNDING 2007,2010A AND 2010 REFUNDING 2011,2012 STREETS WASTEWATER WATER Securities, insurance and advisory services offered through BOK Financial Securities, Inc., member FINRA/SIPC and a subsidiary of BOK Financial Corporation. Services may be offeredunder our trade name, BOK Financial Advisors.NOT FDIC INSURED | NO BANK GUARANTEE | MAY LOSE VALUECity of Pearland, TexasCurrent Market ReviewOverview of Proposed 2022 Debt IssuancesTentative Schedule of EventsMonday, April 11, 2022 1Current Market, Fixed Rates of InterestThe Bond Buyer IndexJanuary 1, 2000 To The PresentThe BBI 20 is published every Thursday. The rate consists of general obligation bonds maturing in 20 years with an average rating equivalent to Moody’s“Aa2” andS&P’s “AA.” The BBI 25 is also published every Thursday. The rate consists of revenue bonds maturing in30 years with an average rating equivalent to Moody’s“A1” and S&P’s “A+”.1.752.002.252.502.753.003.253.503.754.004.254.504.755.005.255.505.756.006.256.502000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022Yield (%)Bond Buyer General Obligation 20-Bond IndexBond Buyer Revnenue 25-Bond IndexBond Buyer Index of 20 - General Obligation BondsHigh: 6.09% / Low: 2.02% / Average: 4.14%Bond Buyer Index of 25 - Revenue BondsHigh: 6.48% / Low: 1.97% / Average: 4.62%2.81%2.53% 2Permanent Improvement Bonds, Series 2022Estimated Debt Service Requirements(a) Excludes the General Obligation debt service requirements to be paid with Water and Sewer System revenues.(b) Preliminary, subject to change. Generates proceeds of $25,113,840for the City’s 2022 General Obligation Capital Improvement Plan.(c) Interest estimated at current market rates.FY Ending Current Debt Total Debt(9/30) Service (a) Principal (b) Interest (c) Total Service2022 $36,290,753 $36,290,7532023 35,984,655 $100,000 $1,189,004 $1,289,004 37,273,6592024 35,884,330 300,000 989,700 1,289,700 37,174,0302025 35,551,943 315,000 974,325 1,289,325 36,841,2682026 34,885,793 330,000 958,200 1,288,200 36,173,9932027 34,576,468 345,000 941,325 1,286,325 35,862,7932028 34,259,077 365,000 923,575 1,288,575 35,547,6522029 33,969,399 385,000 904,825 1,289,825 35,259,2242030 63,339,402 2,995,000 820,325 3,815,325 67,154,7272031 24,766,761 2,105,000 692,825 2,797,825 27,564,5862032 23,013,531 1,600,000 600,200 2,200,200 25,213,7312033 12,400,188 1,160,000 537,000 1,697,000 14,097,1882034 12,102,556 1,210,000 489,600 1,699,600 13,802,1562035 9,510,184 1,260,000 440,200 1,700,200 11,210,3842036 7,957,044 1,310,000 388,800 1,698,800 9,655,8442037 6,188,056 1,365,000 335,300 1,700,300 7,888,3562038 4,651,850 1,420,000 279,600 1,699,600 6,351,4502039 3,205,350 1,475,000 221,700 1,696,700 4,902,0502040 2,661,000 1,540,000 161,400 1,701,400 4,362,4002041 1,422,900 1,600,000 98,600 1,698,600 3,121,5002042 1,665,000 33,300 1,698,300 1,698,300Totals $452,621,238 $22,845,000 $11,979,804 $34,824,804 $487,446,043Plus: Series 2022 Bonds 3Permanent Improvement Bonds, Series 2022Estimated Sources and Uses of Funds* Preliminary, subject to change.(a) Includes estimated transaction costs.Principal Amount of the Series 2022 Bonds: $22,845,000 *Plus: Net Premium: 2,512,091 Less: Expenses: 243,251 Underwriters' Discount $141,639Financial Advisor 31,107 Rating Agencies 28,750 Bond Counsel 26,518 Attorney General Fee 9,500 Miscellaneous 2,737 Paying Agent/Trustee 1,750 Printing/Distribution 1,250 Total Proceeds: $25,113,840Estimated "All Cost" True Interest Rate (a): 3.248%Average Life: 12.39 YearsCity of Pearland, Texas$22,845,000* Permanent Improvement Bonds, Series 2022 4Certificates of Obligation, Series 2022A and 2022B(a) Excludes the General Obligation debt service requirements to be paid with Water and Sewer System revenues and includes the estimated results of the proposed $22,845,000* Permanent Improvement Bonds, Series 2022.(b) Preliminary, subject to change. Generates proceeds of $10,712,578for the City.(c) Interest estimated at current market rates.(d) Preliminary, subject to change. Generates proceeds of $8,380,000for the City. Callable on or after March 1, 2026 at par plus accrued interest. Assumes the City will be reimbursed for the TIRZ related projects by March 1, 2027 and such reimbursement will be used to defease the outstanding Series 2022B Certificates. Estimated Debt Service RequirementsFY Ending Current DebtTotal Debt(9/30) Service (a) Principal (b) Interest (c) Total Principal (d) Interest (c) Total Service2022 $36,290,753$36,290,7532023 37,273,659 $105,000 $507,706 $612,706 $464,558 $464,558 38,350,9232024 37,174,030 190,000 419,250 609,250 390,750 390,750 38,174,0302025 36,841,268 200,000 409,500 609,500 390,750 390,750 37,841,5182026 36,173,993 210,000 399,250 609,250 390,750 390,750 37,173,9932027 35,862,793 225,000 388,375 613,375 390,750 390,750 36,866,9182028 35,547,652 235,000 376,875 611,875 390,750 390,750 36,550,2772029 35,259,224 245,000 364,875 609,875 390,750 390,750 36,259,8492030 67,154,727 1,115,000 330,875 1,445,875 $7,815,000 195,375 8,010,375 76,610,9772031 27,564,586 585,000 288,375 873,375 28,437,9612032 25,213,731 555,000 259,875 814,875 26,028,6062033 14,097,188 510,000 235,800 745,800 14,842,9882034 13,802,156 530,000 215,000 745,000 14,547,1562035 11,210,384 555,000 193,300 748,300 11,958,6842036 9,655,844 575,000 170,700 745,700 10,401,5442037 7,888,356 595,000 147,300 742,300 8,630,6562038 6,351,450 625,000 122,900 747,900 7,099,3502039 4,902,050 650,000 97,400 747,400 5,649,4502040 4,362,400 670,000 71,000 741,000 5,103,4002041 3,121,500 705,000 43,500 748,500 3,870,0002042 1,698,300 735,000 14,700 749,700 2,448,000Totals $487,446,043 $9,815,000 $5,056,556 $14,871,556 $7,815,000 $3,004,433 $10,819,433 $513,137,032Plus: Series 2022A COs Plus: Series 2022B COs (TIRZ Projects) 5Certificates of Obligation, Series 2022A and 2022BEstimated Sources and Uses of Funds* Preliminary, subject to change.(a) Includes estimated transaction costs.Principal Amount of the Series 2022A Certificates: $9,815,000 * Principal Amount of the Series 2022B Certificates: $7,815,000Plus: Net Premium: 1,020,123 Plus: Net Premium:669,667 Less: Expenses: 122,545 Less: Expenses:104,667 Underwriters' Discount $60,853 Underwriters' Discount $50,407Financial Advisor 22,168 Financial Advisor 19,985 Rating Agencies 17,250 Rating Agencies 11,500 Attorney General Fee 9,500 Attorney General Fee 7,815 Bond Counsel 8,126 Bond Counsel 7,500 Miscellaneous 1,898 Miscellaneous 4,711 Paying Agent/Trustee 1,750 Paying Agent/Trustee 1,750 Printing/Distribution 1,000 Printing/Distribution 1,000 Total Proceeds: $10,712,578 Total Proceeds: $8,380,000Estimated "All Cost" True Interest Rate (a): 3.285% Estimated "All Cost" True Interest Rate (a): 3.892%Average Life: 12.25 Years Average Life: 7.69 Years$7,815,000* Certificates of Obligation, Series 2022B (TIRZ Projects)City of Pearland, Texas$10,000,000* Certificates of Obligation, Series 2022ACertificates of Obligation, Series 2022A Certificates of Obligation, Series 2022B (TIRZ Projects) 6Estimated Debt Service RequirementsNote: The City will notbe required to fund a Reserve Fund for the Series 2022C Certificates of Obligation. (a) Includes General Obligation debt paid by Waterworks and Sewer System Revenues.(b) Interest estimated at current market rates.(c) The Series 2022C Certificates of Obligation will be paid with net revenues of the water and sewer system. (d) Preliminary subject to change. Generates proceeds of $49,512,515 for the City.Certificates of Obligation, Series 2022C (WSS Projects)FY Current TotalEnding Debt Debt(9/30) Service (a) Principal (d) Interest (b) Total Service2022 $26,236,287 $26,236,2872023 27,528,892 $2,255,000 $2,409,878 $4,664,878 32,193,7702024 27,095,781 2,255,000 1,914,250 4,169,250 31,265,0312025 27,048,558 2,255,000 1,801,500 4,056,500 31,105,0582026 25,870,526 2,250,000 1,688,750 3,938,750 29,809,2762027 25,697,370 2,250,000 1,576,250 3,826,250 29,523,6202028 24,453,648 2,250,000 1,463,750 3,713,750 28,167,3982029 24,277,914 2,250,000 1,351,250 3,601,250 27,879,1642030 24,092,014 2,250,000 1,238,750 3,488,750 27,580,7642031 22,435,915 2,255,000 1,126,250 3,381,250 25,817,1652032 19,517,136 2,250,000 1,013,500 3,263,500 22,780,6362033 19,335,130 2,255,000 901,000 3,156,000 22,491,1302034 19,158,257 2,250,000 810,800 3,060,800 22,219,0572035 16,290,482 2,255,000 720,800 2,975,800 19,266,2822036 15,450,100 2,255,000 630,600 2,885,600 18,335,7002037 14,826,683 2,250,000 540,400 2,790,400 17,617,0832038 13,552,902 2,250,000 450,400 2,700,400 16,253,3022039 12,453,426 2,255,000 360,400 2,615,400 15,068,8262040 11,075,828 2,250,000 270,200 2,520,200 13,596,0282041 10,619,948 2,250,000 180,200 2,430,200 13,050,1482042 10,160,146 2,255,000 90,200 2,345,200 12,505,3462043 10,075,089 10,075,0892044 9,976,509 9,976,5092045 9,894,653 9,894,6532046 8,079,864 8,079,8642047 7,997,312 7,997,3122048 7,393,032 7,393,0322049 7,018,009 7,018,0092050 6,236,797 6,236,7972051 2,577,5202,577,520Totals $486,425,722 $45,045,000 $20,539,128 $65,584,128 $552,009,850(Water and Sewer System Projects)Plus: Series 2022C Certificates 7Estimated Sources and Uses of Funds* Preliminary, subject to change.(a) Includes estimated transaction costs.Certificates of Obligation, Series 2022C (WSS Projects)Principal Amount of the Series 2022C Certificates: $45,045,000 *Plus: Net Premium: 4,866,434 Less: Expenses: 398,919 Underwriters' Discount $252,252Financial Advisor 38,473 Rating Agencies 57,500 Bond Counsel 37,434 Attorney General Fee 9,500 Miscellaneous 760 Paying Agent/Trustee 1,750 Printing/Distribution 1,250 Total Proceeds: $49,512,515Estimated "All Cost" True Interest Rate (a): 3.145%Average Life: 10.69 Years$45,045,000* Certificates of Obligation, Series 2022CCity of Pearland, Texas(Water and Sewer System Projects) 8* Preliminary, subject to change. Tentative Schedule of Events – Proposed 2022 Bond SalesCity Council Meetings Proposed 2022 Bond Sales$22,845,000* $9,815,000* $7,815,000* $45,045,000*Permanent Improvement Certificates of Obligation Certificates of Obligation Certificates of ObligationBonds, Series 2022 Series 2022A Series 2022B Series 2022C(TIRZ Projects) (Water and Sewer System)April - 2022 May - 2022 June - 2022 July - 2022SMTWTFS SMTWTFS SMTWTFS SMTWTFS12 1234567 1234 123456789 8910 11 12 13 14 5 6 7 8 9 10 11 3 4 5 6789101112 13 14 15 16 15 16 17 18 19 20 21 121314 15 16 17 18 101112 13 14 15 1617 18 19 20 21 22 23 222324 25 26 27 28 19 20 21 22 23 24 25 17 18 19 20 21 22 23242526 27 28 29 30 29 30 31 262728 29 30 242526 27 28 29 30Date Action RoleMonday, April 11, 2022City Council MeetingCity, BOKFS, OHSFirst Reading of Ordinances for: * Permanent Improvement Bonds, Series 2022Authorize Notice of Intent to Issue:* Certificates of Obligation, Series 2022A* Certificates of Obligation, Series 2022B (TIRZ Projects)* Certificates of Obligation, Series 2022C (WSS Projects)Wednesday, April 20, 2022 Publish 1st Notice of Intent and Post Notices on City's Website City, OHS 9Tentative Schedule of Events – Proposed 2022 Bond Sales* Preliminary, subject to change. Date Action RoleMonday, April 25, 2022City Council MeetingCity, BOKFS, OHSSecond Reading of Ordinances for: * Permanent Improvement Bonds, Series 2022Wednesday, April 27, 2022 Publish 2nd Notice of Intent City, OHSWeek of May 16, 2022 Rating Agency and Diligence Calls City, BOKFS, OHS, UWMonday, June 13, 2022City Council MeetingCity, BOKFS, OHS, UWPresent and Approve Sale Results for:* Permanent Improvement Bonds, Series 2022* Certificates of Obligation, Series 2022A* Certificates of Obligation, Series 2022B (TIRZ Projects)* Certificates of Obligation, Series 2022C (WSS Projects)Thursday, July 7, 2022 Closing/Delivery of the following: City, BOKFS, OHS, UW* Permanent Improvement Bonds, Series 2022* Certificates of Obligation, Series 2022A* Certificates of Obligation, Series 2022B (TIRZ Projects)* Certificates of Obligation, Series 2022C (WSS Projects) Schedule of Fees To provide registrar and paying agent services City of Pearland, Texas Permanent Improvement Bonds, Series 2022A Certificates of Obligation, Series 2022A Certificates of Obligation, Series 2022B Certificates of Obligation, Series 2022C eomputershare A one-time fee for acting in the capacity of paying agent and registrar. This includes review of the paying agent and registrar agreement and other required documents, acceptance of the appointment, establishment of the registrar records and account records, authentication and delivery of bonds and coordination of closing. The acceptance fee is payable at the time of paying agent or registrar agreement execution. gliff Paying Agent Annual Administration Fee (per series) Annual fee for ordinary administration services provided by the paying agent or registrar. This includes daily routine account management, maintenance of registered bondholder accounts, responding to bondholder inquiries, and processing debt service payments. The annual administration fees are payable in advance, with the first installment due at closing. Out -of -Pocket Expenses Out-of-pocket expenses will be billed at cost at the sole discretion of Computershare. These costs may include, but are not limited to, counsel fees and expenses, accountant's fees and expenses, DTC fees, UCC filing fees, wire transfer fees, and transaction fees to settle third party trades. Extraordinary Services Standard rate The charges for performing services not contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be at Computershare's rates for such services in effect at the time expense is incurred. The review of complex tax forms, including by way of example but not limited to IRS Form W-8IMY, shall be considered extraordinary services. These services may include, but are not limited to, tax reporting, establishment and administration of trust accounts, express mail and messenger charges, travel expenses to attend closings or other meetings, tender agent services, changes to documents, interim bond calls, rate mode changes, conversions or de -conversions of the account records, default administration and the publication of redemption notices. This proposal is based on the assumption of a book entry only issuance closing at DTC. If the bonds are to be settled in an alternate form of issuance, we will provide an adjusted fee schedule. Assumptions This fee schedule is based upon the below assumptions which pertain to the responsibilities and risks involved in Computershare undertaking the role of paying agent or registrar. Bond form: Book entry / DTC Number of series: Four (4) Interest rate: Fixed Fee Schedule — Municipal Paying Agent (FORM300 025) Page 1 of 3 2021 Computershare. All rights reserved. • • • • • Frequency of interest payments to holders: Semi-annually Frequency of principal payments to holders: Not more than annually Fees do not include cost of issuance / depository services Fees quoted assume all transaction account balances will be held in a non -interest bearing deposit or invested in select Computershare Trust Company, N.A. deposit options, or invested in money market mutual funds currently available on Computershare's sweep platform. Computershare reserves the right in its sole discretion to impose a deposit sweep fee on the average balance in the account(s) over the preceding month. This balance will be calculated on interest bearing deposits and non -interest bearing deposits held with Computershare Trust Company, N.A. subject to contractual arrangements. Terms and Conditions • The recipient acknowledges and agrees that this proposal does not commit or bind Computershare to enter into a contract or any other business arrangement, and that acceptance of the appointment described in this proposal is expressly conditioned on all the following: Compliance with the requirements of the USA Patriot Act of 2001, described below Satisfactory completion of Computershare's internal account acceptance procedures Computershare's review of all applicable governing documents and its confirmation that all terms and conditions pertaining to its role are satisfactory to it Execution of the governing documents by all applicable parties • Should this transaction fail to close or if Computershare determines not to participate in the transaction, any acceptance fee and any legal fees and expenses shall be due and payable. • Legal counsel fees and expenses, any acceptance fee and any first year annual administrative fee are payable at closing. • Any annual fee covers a full year or any part thereof and will not be prorated or refunded in a year of early termination. • Should any of the assumptions, duties or responsibilities of Computershare change, Computershare reserves the right to affirm, modify or rescind this proposal. • The fees described in this proposal are subject to periodic review and adjustment by Computershare. • Invoices outstanding for over 30 days are subject to a 1.5% per month late payment penalty. • This fee proposal is good for 90 days. • Computershare is acting as an indenture trustee or in a similar capacity, and as such, Computershare shall not provide advice with respect to the investment of the proceeds from municipal securities or municipal escrow transactions. Furthermore, in its capacity as indenture trustee, in the event Computershare does provide any service that may be deemed as advice, it is doing so pursuant to and in reliance on the bank exemption under the municipal advisor rules of the Securities and Exchange Commission. Important Information about Identifying Our Customers To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual, corporation, partnership, trust, estate, or other entity recognized as a legal person) for whom we open an account. What this means for you: Before we open an account, Computershare asks for your name, address, date of birth (for individuals), TIN or EIN or other information that allows for identification of you or your company. For individuals, this could mean providing a Social Security number. For a corporation, partnership, trust, estate, or other entity recognized as a legal person, this could mean identifying documents such as a Certificate of Formation from the issuing state agency. Fee Schedule — Municipal Paying Agent (FORM300.025) Page 2 of 3 Statement of Confidentiality All of the information contained in or related to this fee proposal is confidential and proprietary to Computershare (the "Confidential Information's The recipients) of any Confidential Information acknowledges and agrees that such information shall be held in strict confidence and shall not be disclosed, duplicated, or used, in whole or in part, for any purpose other than the evaluation of Computershare's qualifications for the applicable role(s) described without the prior written consent of Computershare. Contact Information Marybeth Jones Computershare Trust Company, N.A. 600 South 4th Street, 7th Floor Minneapolis, MN 55415 Phone: (667) 300-9819 Email: marybeth.jones@computershare.com Acknowledged by: of Pea rl a nd, Te Printed name (Ivvitc krAcoi& aNci. Title ‘0••7_,1-12. Date Fee Schedule Municipal Paying Agent (FORM300,025) Page3of3 Entity questionnaire and Customer Identification Program (CIP) notifications Computershare Corporate Trust Important information about identifying our customers (CIP Notice) Instructions Entity information Federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual, corporation, partnership, trust, estate or other entity recognized as a legal person) for whom we open an account. What this means for you: Before we open an account, we will ask for your name, address, date of birth (for individuals), TIN/EIN or other information that will allow us to identify you or your company. For individuals, this could mean identifying documents such as a driver’s license. For a corporation, partnership, trust, estate, or other entity recognized as a legal person, this could mean identifying documents such as a Certificate of Formation from the issuing state agency. All fields within this questionnaire require a response. If the question does not pertain to the entity, enter “N/A” in response. Full legal name (as it appears on government issued document) Tax Identification Number (TIN) (Documentation for an EIN of the entity may be supplied by the most updated W-8 or W-9 tax form or an IRS Form SS-4 Application for Employer Identification Number or similar document) Registered Doing Business As (DBA) name(s), if applicable (Rev 13 – 04/22) Page 1 of 7CONFIDENTIAL Is the entity a Trust? Is the entity a Disregarded Entity? If the entity is a Trust, provide the following information: Does the Disregarded Entity have its own EIN? Registered address Physical address (no P.O. box or c/o) Is the trust a securitization trust (a trust for the purpose of issuing asset-backed securities)? If Yes, enter the EIN of the Disregarded Entity, along with the entity information (Name and EIN) of the Tax Responsible Parent. If No, enter the entity information (Name and EIN) of the Tax Responsible Parent. Full name of Trustee: Disregarded Entity Name and EIN Tax Responsible Parent Name and EIN Physical address (no P.O. Boxes) of Trustee: Is the Trustee regulated? Type of Trust: Statutory Trust Common Law TrustNo No No No Yes Yes Yes Yes (Rev 13 – 04/22) Page 2 of 7CONFIDENTIAL NoYes Website Associated address (e.g., mailing address, if different from physical address) Country/State of formation Legal entity type (e.g., Partnership, LLC, LP, Foreign Corporation, Fund) NAICS Code (6 Digit) (NAICS codes are designations for categorizing a business. Information related to NAICS codes may be found at NAICS Association or United States Census Bureau.) Primary purpose of business (Rev 13 – 04/22) Page 3 of 7CONFIDENTIAL Legal Name Telephone Is the Entity listed above owned 25% or greater by a non-U.S. government? Email Management: Entity contact information Foreign government ownership NoYes Source of funds: Describe the method by which the entity will be remitting funds to a Computershare account upon the transaction closing date (or at the time the account is opened). How will the initial funds be deposited? Where are the funds coming from? (e.g. lender, underwriter, seller, buyer, grantor, title company, etc.) (Rev 13 – 04/22) Page 4 of 7CONFIDENTIAL Source of funds Wire No Initial Deposit – Account is solely service oriented or custodial account for future deposits. Note: if this box is selected move to the next section Other (Please include details) Special entity considerations Answer Yes or No to the following questions. Entity is a U.S. Financial Institution or Bank that is regulated by a federal or state regulator? Entity is classified as either a Charity; a Non-Government Organization (NGO); or a Non-Profit Organization (NPO)? Entity engages or intends to engage in inbound Payable Upon Proper Identification (PUPID) transactions? Does any individual identified on this Form or on the Certification of Beneficial Ownership Form serve as a Principal Shareholder (10% or >), Executive Officer and/or Director of any bank? If this is the case, please provide the following: Full legal name and title of the individual Name and country/state of the bank Entity and/or any entities within its ownership structure, have the ability to issue bearer shares or bearer share warrants, or have outstanding bearer shares? Entity is either: (1) a special purpose entity (SPE); or (2) a special purpose vehicle (SPV)? For non-US entities, the entity is a shell bank? Entity and/or any of its related parties, have indirect marijuana exposure? Entity and/or any of its related parties, engage in the direct sale, distribution, or production of marijuana (Medical and Recreational)? Entity is a Foreign Financial Institution? NoYes NoYes NoYes NoYes No No No Yes Yes Yes No No No Yes Yes Yes (Rev 13 – 04/22) Page 5 of 7CONFIDENTIAL Money Services Business Answer Yes or No to the following questions. Entity is a currency dealer or exchanger? Entity issues traveler’s checks, money orders, or open loop prepaid cards? Entity is a check casher? Entity is a money transmitter? Entity is either: (a) a non-US Money Service Business or Mexican Casa de Cambio; or (b) a U.S. Money Service Business that includes 25% or more ownership by a Mexican Casa de Cambio1? Entity is a virtual currency exchanger? Entity is registered as a U.S. Money Service Business with FinCEN? Entity sells, loads, or reloads any closed loop prepaid cards (i.e., company gift cards, restaurant cards, store cards, gas cards, and telephone cards) or any other type of closed loop prepaid access? 1A Mexican Casa de Cambio is a non-bank financial institution (currency exchanger) that provides a variety of financial services, and is regulated by the Mexican government. A Mexican Casa de Cambio is a foreign Money Service Business. 2The Act requires banks to identify customers that are associated with Internet gambling. A customer may be associated with Internet gambling if the customer: accepts funds for gambling purposes; facilitates a betting process; offers games to play where monetary winnings may be awarded; or pays out monetary winnings. Activities may include online poker, online casinos, online sports betting, online bingo, or mobile gambling. NoYes NoYes NoYes NoYes NoYes NoYes NoYes NoYes Third-party payment processor; Payday lending or deferred payment Marketplace lending or crowdfunding; Gaming/Casino services Ownership Answer Yes or No to the following questions. Answer Yes or No to the following questions. Entity offers third-party payment processing services? Entity is associated with Internet gambling, as defined by the Unlawful Internet Gambling Enforcement Act (Reg. GG)2? Additional information and Certificate of Beneficial Ownership may be required. Entity offers payday lending or deferred payment services? Entity offers marketplace lending or crowdfunding services? Entity offers gaming, gambling or casino services (i.e., slot machines, card tables, or offer sports betting)? NoYes NoYes NoYes NoYes NoYes (Rev 13 – 04/22) Page 6 of 7CONFIDENTIAL If entity is a wholly owned subsidiary of a publicly traded company, provide the following information about the publicly traded parent organization. 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