Ord. 1623 2022-12-05 CERTIFICATE FOR ORDINANCE
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 December 5, 2022, 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:
Kevin Cole Mayor
Tony Carbone Mayor Pro Tern
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, PERMANENT IMPROVEMENT REFUNDING BONDS, SETTING
CERTAIN PARAMETERS FOR THE BONDS, AUTHORIZING REFUNDING
OF CERTAIN OUTSTANDING OBLIGATIONS, AUTHORIZING A PRICING
OFFICER TO APPROVE THE AMOUNT, THE INTEREST RATE, PRICE,
AND TERMS THEREOF AND CERTAIN OTHER PROCEDURES AND
PROVISIONS RELATING THERETO
(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 1,9 NAYS .L 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
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4124-0943-0082.3
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 open to the public, via
teleconference and video conference in compliance with an advisory issued by the Office of the
Governor; 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 De mi9er /2s 2022.
te./17 ,),6.
City ecretary a r
OF ARLAND, TE S Y OF PEARLAND, TEXAS
EARLgN ,
(SEAL)
7.
4124-0943-0082.3
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 open to the public, via
teleconference and video conference in compliance with an advisory issued by the Office of the
Governor; 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 e-b€[2 2022.
/kW 161— 76"--
City Secretary r
OF PEARLAND, AS Y OF PEARLAND, TEXAS
'
„PtK�qN
(SEAL)
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4124-0943-0082.3
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 open to the public, via
teleconference and video conference in compliance with an advisory issued by the Office of the
Governor; 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 be--C-eVYl b l Z 2022.
r .. .
City ecretary Ma
OF EARLAND, T , S C 'Y OF PEARLAND, TEXAS
(SEAL) j., ,
1, fig
4124-0943-0082.3
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND,
TEXAS, PERMANENT IMPROVEMENT REFUNDING BONDS, SETTING
CERTAIN PARAMETERS FOR THE BONDS, AUTHORIZING REFUNDING
OF CERTAIN OUTSTANDING OBLIGATIONS, AUTHORIZING A PRICING
OFFICER TO APPROVE THE AMOUNT, THE INTEREST RATE, PRICE,
AND TERMS THEREOF AND CERTAIN' OTHER PROCEDURES AND
PROVISIONS RELATING THERETO
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA, FORT BEND AND HARRIS §
CITY OF PEARLAND §
WHEREAS, the City of Pearland, Texas (the "City"), acting through its City Council, is
authonzed by Section 3 07 of its Home Rule Charter and the Constitution and laws of the State
of Texas, particularly Chapters 1331 of the Texas Government Code, as amended, to issue bonds
for the purpose of making needed public improvements, and
WHEREAS, the City Council of the City has heretofore issued or assumed the
obligations described in Exhibit A attached hereto and as more particularly described in the
Officer's Pricing Certificate (defined herein), and
WHEREAS, the City desires to refund part of said obligations in advance of their
maturities as determined pursuant to the parameters set forth herein (the "Refunded Bonds") for
the purpose of restructuring debt evidenced by the Refunded.Bonds and that such restructuring
constitutes a valid public purpose and is sufficient consideration for the refunding contemplated
herein, and ,
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authonzes the City to issue refunding bonds payable from taxes, without an election, for the
purpose'of refunding the Refunded Bonds in advance of their maturities, and to accomplish such
refunding by depositing directly with any paying agent for the Refunded Bonds (or other
qualified escrow agent), the proceeds of such refunding bonds, together with other available
funds, in an amount sufficient to provide for the payment or redemption of the Refunded Bonds,
and provides that such deposit shall constitute the making of firm banking and financial
arrangements for the discharge and final payment or redemption of the Refunded Bonds, and
WHEREAS, the City desires to authorize the execution of an escrow agreement, if
necessary, and provide for the deposit of proceeds of the refunding bonds, together with other
lawfully available funds of the City, to pay the Refunded Bonds, and
WHEREAS, upon the issuance of the refunding bonds herein authorized and the deposit
of funds referred to above, the Refunded Bonds shall no longer be regarded as being outstanding,
except for the purpose of being paid pursuant to such deposit, and the pledges, liens, trusts and
all other covenants, provisions, terms and conditions of the ordinances authorizing the issuance
of the Refunded Bonds shall be, with respect to the Refunded Bonds, discharged, terminated and
defeased, and
4124-0943-0082.3
WHEREAS, Chapter 1207 authorize the City to delegate the authority to effect the sale
of the Bonds to a Pricing Officer, as defined herein. Now, therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND•
1 Recitals, Consideration. It is hereby found and determined that the matters,and
facts set out in the preamble to this Ordinance are true and correct.
It is hereby found and determined that the refunding contemplated in this Ordinance will
benefit the City by restructuring debt evidenced by the Refunded Bonds, that such benefit is
sufficient consideration for the refunding of the Refunded Bonds, and that the issuance of the
refunding bonds is in the best interests of the City
2. Definitions. Throughout this Ordinance the following terms and expressions as
used herein shall have the meanings set forth below.
"Bonds" means the Bonds issued by the City of Pearland, Texas authorized in this
Ordinance, as designated in an Officer's Pricing Certificate.
"Business Day" means any day which is not a Saturday, Sunday, or a day on which the
Registrar is authorized by law or executive order to close, or a legal holiday
"City" means the City of Pearland, Texas.
"Closing Date"means the date of the initial delivery of and payment any senes of Bonds.
"Code"means the Internal Revenue Code of 1986, as amended.
"Comptroller"means the Comptroller of Public Accounts of the State of Texas.
"Debt Service Fund" means the debt service fund for payment of the Bonds established
by the City in Section 20 of this Ordinance.
"Escrow Agent"has the meaning set forth in the Officer's Pricing Certificate.
"Escrow Agreement" means an agreement between the City and the Escrow Agent
relating to the escrow of funds to pay the Refunded Bonds.
"Initial Bond"means the Initial Bond authorized by Section 6(d).
"Interest Payment Date", when used in connection with any Bond, means shall mean the
date(s) determined by a Pricing Officer and set forth in the Officer's Pricing Certificate.
"Officer's Pricing Certificate" means a certificate signed by the Pricing Officer pursuant
to Section 5 hereof
"Ordinance" as used herein and in the Bonds means this ordinance authorizing the Bonds.
"Owner"means any person who shall be the registered owner of any outstanding Bond.
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4124-0943-0082.3
I I
"Pricing Officer" means the'Mayor, City Manager, Deputy City Manager, the Director of
Finance or Chief Financial Officer
"Purchase Letter"means the letter signed by the Purchaser described in Section 22 of this
Ordinance.
"Purchaser"has the meaning given such term in the Officer's Pricing Certificate.
"Record Date" means, with respect to the Bonds, the close of business on the 15th
calendar day of the month preceding such Interest Payment Date.
"Refunded Bonds" means any of the obligations described on Exhibit A attached hereto
and as more specifically described in the Officer's Pricing Certificate.
"Register" means the books of registration kept by the Registrar, in which are maintained
the names and addresses of, and the principal amounts of the Bonds registered to, each Owner
."Registrar"has the meaning set forth in the Officer's Pricing Certificate.
"Report" means the report verifying the accuracy of certain mathematical computations
relating to the Bonds and the Refunded Bonds as further described in the Escrow Agreement.
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC"means the United States Securities and Exchange Commission.
3 Authorization. The Bonds shall be issued in fully registered form, in the principal
amount not to exceed $4,500,000 for the purpose of refunding the Refunded Bonds, and paying
the costs of issuance of the Bonds under and in strict conformity with the Constitution and laws
of the State of Texas, particularly Chapters 1207, Texas Government Code and the costs of
issuing the Bonds.
4 Date, Denomination, Interest Rates, and Maturities. The Bonds shall be
designated as City of Pearland, Texas Permanent Improvement 1 and shall be dated the date set
forth in the Officer's Pricing Certificate, and unless otherwise set forth in the Officer's Pricing
Certificate, shall mature on March 1 in each of the years and in the amounts set out in the
Officer's Pricing Certificate, shall be subject to prior optional and mandatory redemption on the
dates, for the redemption prices and in the amounts set out in the Officer's Pricing Certificate
and shall bear interest from their issuance date at the rates set forth in the Officer's Pricing
Certificate payable on each March 1 and September 1 (unless otherwise set forth in the Officer's
Pricing Certificate) commencing on the date set forth in the Officer's Pricing Certificate. The
Bonds may be transferred and exchanged as set out in this Ordinance. The Initial Bond shall be
numbered I-1 and registered in the name of the Purchaser and all other Bonds shall be numbered
in sequence beginning with R-1 Bonds delivered on transfer of or in exchange for other Bonds
shall be numbered in order of their authentication by the Registrar, shall be in the denomination
1 Insert from Pricing Certificate.
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4124-0943-0082.3
1
of $100,000 or any integral multiple of $5,000 in excess thereof and shall mature on the same
date and bear interest on the same rate as the Bond or Bonds in lieu of which they are delivered.
5 Selling and Delivering the Bonds. As authorized by Sections 1207, Texas
Government Code, as amended, the Pricing Officer is hereby authorized to act on behalf of the
City in selling and delivering the Bonds, as taxable or tax exempt Bonds, and carrying out the
other procedures specified in this Ordinance, including without limitation determining the price
at which the Bonds will be sold, the issuance date for the Bonds, the form in which the Bonds
shall be issued,(whether as current interest bonds or as any combination of current interest bonds
and compound interest bonds), the years in which the Bonds will mature, the'principal amount to
mature in each of such years, the rate of interest to be borne by each such maturity, the dates,
prices and terms upon and at which the Bonds shall be subject to redemption prior to maturity at
the option of the City, as well as any mandatory redemption provisions for the Bonds, and all
other matters not expressly provided in this Ordinance, relating to the issuance, sale and delivery
of the Bonds, and the refunding of the Refunded Bonds, all of which shall be specified in the
Officer's Pricing Certificate; provided that:
(i) none of the Bonds shall bear interest at a rate in excess of the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended,
(ii) the aggregate principal amounts of the Bonds may not exceed the maximum '
principal amounts authorized in Section 3 hereof, and the proceeds from the sale
of the Bonds, along with any available funds of the City to be used in the
refunding, must be sufficient to provide, amounts necessary to fund the costs and
expenses of refunding the Refunded Bonds,
(iii) any loss related to the refunding of the Refunded Bonds shall not be more than a
net present value loss of$250,000 or more than a total loss of$1,000,000; and
(iv) the refunding of the Refunded Bonds shall be undertaken for the purpose of
restructuring debt evidenced by the Refunded Bonds.
6. Execution of Bonds, Seal. (a) The Bonds shall be signed on behalf of the City by
the Mayor and countersigned by the City Secretary, by their manual, lithographed, or facsimile
signatures, and the official seal of the City shall be impressed or placed in facsimile thereon.
Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had
been signed manually and in person by each of said Officer's, and such facsimile seal on the
Bonds shall have the same effect as if the official seal of the City had been manually impressed
upon each of the Bonds.
(b) If any officer of the City whose manual or facsimile signature shall appear on the
Bonds shall cease to be such officer before the authentication of such Bonds or before the
delivery of such Bonds, such manual or facsimile signature shall nevertheless be valid and
sufficient for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obhgatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Registrar's Authentication Bond substantially in the form provided herein, duly authenticated by
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4124-0943-0082.3
manual execution by an officer or duly authorized signatory of the Registrar In lieu of the
executed Registrar's Authentication Bond described above, the Initial Bond delivered at the
Closing Date shall have attached hereto the Comptroller's Registration Certificate substantially
in the form provided herein, manually executed by the Comptroller, or by his duly authorized
agent, which certificate shall be evidence that the Initial Bond has been duly approved by the
Attorney General of the State of Texas and that it is a valid and binding obligation of the City,
and has been registered by the Comptroller
(d) On the Closing Date, the Initial Bond, being a single bond representing the entire
principal amount of the Bonds, payable in stated installments to the Purchaser or its designee,
executed by manual or facsimile signature of the Mayor and City Secretary of the City, approved
by the Attorney General, and registered and manually signed by the Comptroller, shall ,be
delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Registrar shall_
cancel the Initial Bond and deliver definitive Bonds to the Purchaser; provided however, the
Purchaser may request to hold the Initial Bond, and in such case, no definitive Bond shall be
delivered.
7 Payment of Principal and Interest. The Registrar is hereby appointed as the
paying agent and registrar for the Bonds. The principal of the Bonds shall be payable, without
exchange or collection charges, in any coin or currency of the United States of America which,
on the date of payment, is legal tender for the payment of debts due the United States of
America, upon their presentation and surrender as they respectively become due and payable at
the principal payment office of the Registrar The interest on each Bond shall be payable on
each Interest Payment Date, by check mailed by the Registrar on or before the Interest Payment
Date to the Owner of record as of the Record Date.
If the date for payment of the principal of or interest on any Bond is not a Business Day,
then the date for such payment shall be the next succeeding Business Day with the same force
and effect as if made on the date payment was originally due.
8 Successor Registrars. The City covenants that at all times while any Bonds are
outstanding it will provide a commercial bank or trust company, organized under the laws of the
United States or any state, and duly qualified and legally authorized to serve as Registrar for the
Bonds. The City reserves the right to change the Registrar on not less than 60 days written
notice to the Registrar, so long as any such notice is effective not less than 60 days pnor to the
next succeeding principal or interest payment date on the Bonds. Promptly upon the
appointment of any successor Registrar, the previous Registrar shall deliver the Register or
copies thereof to the new Registrar, and the new Registrar shall notify each Owner, by United
States mail, first class postage prepaid, of such change and of the address of the new Registrar
Each Registrar hereunder, by acting in that capacity, shall be deemed to have agreed to the
provisions of this Section.
9 Special Record Date. If interest on any Bond is not paid on any Interest Payment
Date and continues unpaid for thirty (30) days thereafter, the Registrar shall establish a new
record date for the payment of such interest, to be known as a Special Record Date The
Registrar shall establish a Special Record Date when funds to make such interest payment are
received from or on behalf of the City Such Special Record Date shall be fifteen (15) days prior
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4124-0943-0082.3
to the date fixed for payment of such past due interest, and notice of the date of payment and the
Special Record Date shall be sent by United States mail, first class, postage prepaid, not later
than five (5) days prior to the Special Record Date, to each affected Owner of record as of the
close of business on the day prior to the mailing of such notice.
10 Ownership, Unclaimed Principal and Interest. The City, the Registrar and any
other person may treat the person in whose name any Bond is registered as the absolute owner of
such Bond for the purpose of making and receiving payment of the principal of or interest on
such Bond, and for all other purposes, whether or not such Bond is overdue, and neither the City
nor the Registrar shall be bound by any notice or knowledge to the contrary All payments made
to the person deemed to be the Owner of any Bond in accordance with this Section shall be valid
and effectual and shall discharge the liability of the City and the Registrar upon such Bond to the
extent of the sums paid.
Amounts held by the Registrar which represent principal of and interest on the Bonds
remaining unclaimed by the Owner after the expiration of three years from the date such
amounts have become due and payable shall be reported and disposed of by the Registrar in
accordance with the applicable provisions of Texas law including, to the extent applicable, Title
6 of the Texas Property Code, as amended.
11 Registration, Transfer, and Exchange. So long as any Bonds remain outstanding,
the Registrar shall keep the Register at its principal payment office, and, subject to such
reasonable regulations as it may prescribe, the Registrar shall provide for the registration and
transfer of Bonds in accordance with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and surrender thereof at the
principal payment office of the Registrar, duly endorsed for transfer, or accompanied by an
assignment duly executed by the registered Owner or his authonzed representative in form
satisfactory to the Registrar Upon due presentation of any Bond for transfer, the Registrar shall
authenticate and deliver in exchange therefor, within three Business Days after such presentation,
a new Bond or Bonds registered in the name of the transferee or transferees, in authorized
denominations and of the same maturity and aggregate principal amount and bearing interest at
the same rate as the Bond or Bonds so presented.
All Bonds shall be exchangeable upon presentation and surrender thereof at the principal
payment office of the Registrar, for a Bond or Bonds of like maturity and interest rate and in any
authonzed denomination, in an aggregate amount equal to the unpaid principal amount of the
Bond or Bonds presented for. exchange The Registrar shall be and is hereby authorized to
authenticate and deliver exchange Bonds in accordance with the provisions of this Section. Each
Bond)delivered in accordance with this Section shall be entitled to the benefits and security of
this Ordinance to the same extent as the Bond or Bonds in lieu of which such Bond is delivered.
The City or the Registrar may require the Owner of any Bond to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with the transfer
or exchange of such Bond. Any fee or charge of the Registrar for such transfer or exchange shall
be paid by the City
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12. Mutilated, Lost, or Stolen Bonds. Upon the presentation and surrender to the
Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like maturity, interest rate, and principal amount, beanng a number not
contemporaneously outstanding If any Bond is lost, apparently destroyed, or wrongfully taken,
the City, pursuant to the applicable laws of the State of Texas and in the absence of notice or
knowledge that such Bond has been acquired by a bona fide purchaser, shall authorize and the
Registrar shall authenticate and deliver a replacement Bond of like maturity, interest rate and
principal amount, bearing a number not contemporaneously outstanding.
The City or the Registrar may require the Owner of a mutilated Bond to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith and any other expenses connected therewith, including the fees and expenses of the
Registrar The City or the Registrar may require the Owner of a lost, apparently destroyed or
wrongfully taken Bond, before any replacement Bond is issued, to
(i) furnish to the City and the Registrar satisfactory evidence of the ownership of and
the circumstances of the loss, destruction or theft of such Bond,
(ii) furnish such security or indemnity as may be required by the Registrar and the
City to save them harmless,
(iii) pay all expenses and charges in connection therewith, including, but not limited
to, printing costs, legal fees, fees of the Registrar and any tax or other
governmental charge that may be imposed, and
(iv) meet any other reasonable requirements of the City and the Registrar
If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu
of which such replacement Bond was issued\presents for payment such original Bond, the City
and the Registrar shall be entitled to recover such replacement Bond from the person to whom it
was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the City or the Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or
is about to become due and payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered.
13 Cancellation of Bonds. All Bonds paid in accordance with this Ordinance, and all
Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in
accordance herewith, shall be canceled and destroyed upon the making of proper records
regarding such payment. The Registrar shall furnish the City with appropriate certificates of
destruction of such Bonds.
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14 No Book-Entry Only System. Unless otherwise set forth in the Officer's Pricing
Certificate the Bonds shall not be registered in the name of Cede& Co , as nominee of DTC.
15 Reserved.
16. Optional and/or Mandatory Redemption, Defeasance. The Bonds are subject to
optional and/or mandatory redemption as set forth in the Form of Bond in this Ordinance and in
the Officer's Pricing Certificate.
Notice of any redemption identifying the Bonds to be redeemed in whole or in part shall
be given by the Registrar at least thirty days prior to the date fixed for redemption by sending
written notice by first class mail to the Owner of each Bond to be redeemed in whole or in part at
the address shown on the Register Such notices shall state the redemption date, the redemption
price, the place at which Bonds are to be surrendered for payment and, if less than all Bonds
outstanding of a particular maturity are to be redeemed, the numbers of the Bonds or portions
thereof of such maturity to be redeemed. Any notice given as provided in this Section shall be
conclusively presumed to have been duly given, whether or not the Owner receives such notice
By the date fixed for redemption, due provision shall be made with the Registrar for payment of
the redemption price of the Bonds or portions thereof to be redeemed, plus accrued interest to the
date fixed for redemption. When Bonds have been called for redemption in whole or in part and
due provision has been made to redeem same as herein provided, the Bonds or portions thereof
so redeemed shall no longer be regarded as outstanding except for the purpose of receiving
payment solely from the funds so provided for redemption, and the rights of the Owners to
collect interest which would otherwise accrue after the redemption date on any Bond or portion
thereof called for redemption shall terminate on the date fixed for redemption.
The City reserves the right to give notice of its election or direction to optionally redeem
Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such
other entity as may be authorized by law, no later than the redemption date or (ii) that the City
retains the right to rescind such notice at any time prior to the scheduled redemption date if the
City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying Agent
/Registrar to rescind the redemption notice, and such notice of redemption shall be of no effect if
such moneys and/or authorized securities are no so deposited or if the notice is rescinded. The
Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of
redemption to the affected owners. Any Bonds subject to conditional redemption where
redemption has been rescinded shall remain Outstanding.
The Bonds may be discharged, defeased, redeemed or refunded in any manner now or
hereafter permitted by law, unless otherwise provided in the Officer's Pricing Certificate.
17 Forms. The form of the Bond, including the form of Registration Certificate of
the Comptroller, which shall be attached or affixed to the Initial Bond, the form of Assignment
and the form of the Registrar's Authentication Certificate, shall be, respectively, substantially as
follows, with such additions, deletions and variations as may be necessary to conform to the
terms specified in the Officer's Pricing Certificate.
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(a) Form of Bond.
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF BRAZORIA,FORT BEND AND HARRIS
REGISTERED REGISTERED
NUMBER DENOMINATION
CITY OF PEARLAND, TEXAS
PERMANENT IMPROVEMENT 2
INTEREST RATE. MATURITY DATE. DATED DATE.
March 1, 20_ 2
REGISTERED OWNER.
PRINCIPAL AMOUNT DOLLARS
The City of Pearland, Texas (the "City") promises to pay to the registered owner
identified above, or registered assigns, on the maturity date specified above, upon presentation
and surrender of this Bond at the principal payment office of 3 (the
"Registrar"), the principal amount identified above, payable in any coil} or currency of the
United States of Amenca which on the date of payment is legal tender for the payment of debts
due the United States of America, and to pay interest thereon at the rate shown above, calculated
on the basis of a 360-day year of twelve 30-day months, from 2 , or the most recent interest
payment date to which interest has been paid or duly provided for Interest on this Bond is
payable by check on March 1 and September 1 beginning on 2 , mailed to the registered
owner of record as of the close of business on the 15th day of the month preceding each interest
payment date.
THIS BOND is one of a duly authorized issue of Bonds, aggregating $ 4 (the
"Bonds"), issued for the purpose of refunding a portion of the City's outstanding obligations,
under and in strict conformity with the Constitution and laws of the State of Texas, particularly
Chapter 1207, Texas Government Code, as amended, and pursuant to an ordinance adopted by
the City Council (the "Ordinance"), which Ordinance is of record in the official minutes of the
City
[If applicable, optional redemption language]
2 Insert from Officers Pricing Certificate
3 Insert from Officers Pricing Certificate
4 Insert from Officers Pricing Certificate.
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[If applicable,mandatory redemption language]
NOTICE OF ANY REDEMPTION shall be given by the Registrar at least thirty
(30) days prior to the date fixed for redemption by first class mail, addressed to the registered
owners of each Bond to be redeemed in whole or in part at the address shown on the books of
registration kept by the Registrar When Bonds or portions thereof have been called for
redemption, and due provision has been made to redeem the same, the principal amounts so
redeemed shall be payable solely from the funds provided for redemption, and interest which
would otherwise accrue on the amounts called for redemption shall terminate on the•date fixed
for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the principal
payment office of the Registrar, duly endorsed for transfer or accompanied by an assignment
duly'executed by the registered owner or his authorized representative, subject to the terms and
conditions of the Ordinance.
THE BONDS ARE EXCHANGEABLE at the principal payment office of the Registrar,
for Bonds in the principal amount of$5,000 or any integral multiple thereof, subject to the terms
and conditions of the Ordinance.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond is either (i)registered by the Comptroller of Public
Accounts of the State of Texas by registration certificate attached or affixed hereto or
(ii) authenticated by the Registrar by due execution of the authentication certificate endorsed
hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all times provide a legally
qualified registrar for the Bonds and will cause notice of any change of registrar to be mailed to
each registered owner
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
issued and delivered, that all acts, conditions and things required or proper to be performed, to
exist and to be done precedent to or in the issuance and delivery of this Bond have been
performed, exist and have been done in accordance with law; and that annual ad valorem,taxes,
within the limits prescribed by law, sufficient to provide for the payment of the interest on and
principal of this Bond, as such interest comes due and such principal matures, have been levied
and ordered to be levied against all taxable property in the City, and have been pledged
irrevocably for such payment.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor and countersigned with the manual or facsimile signature of the City
Secretary, and the official seal of the City has been duly impressed, or placed in facsimile, on
this Bond.
- 10'-
4124-0943-0082.3
(AUTHENTICATION (SEAL) CITY OF PEARLAND, TEXAS
CERTIFICATE)
Mayor
City Secretary
(b) Form of Registration Certificate of Comptroller of Public Accounts
COMPTROLLER'S REGISTRATION CERTIFICATE. REGISTER NO
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(c) Form of Registrar's Authentication Certificate.
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered pursuant to the Bond Ordinance
described in the text of this Bond.
(Insert from Officer's Pricing Certificate)
As Paying Agent/Registrar
By
Authorized Signature
Date of Authentication
(d) Form of Assignment.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns,and transfers unto
r '
(Please print or type name, address, and zip code of Transferee)
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4124-0943-0082.3
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer said Bond on the,books kept for registration thereof, with full power of
substitution in the premises.
DATED.
Signature Guaranteed.
Registered Owner
NOTICE. The signature above must
correspond to the name of the registered owner
as shown on the face of this Bond in every
NOTICE. Signature must be guaranteed by a particular, without any alteration, enlargement
member firm of the New York Stock Exchange or change whatsoever
or a commercial bank or trust company
(e) The Initial Bond shall be in the form set forth in paragraphs (a), (b) and (d) of this
Section, except for the following alterations.
(i) immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As Shown
Below"deleted,
(ii) in the first paragraph of the Bond, the words "on the maturity date specified
above" and "at the rate shown above" shall be deleted and the following shall be
inserted at the end of the first sentence " , with such principal to be paid in
installments on March 1 in each of the years and in the pnncipal amounts
identified in the following schedule and with such installments bearing interest at
the per annum rates set forth in the following schedule.
[Information to be inserted from the Officer's Pricing Certificate]
(iii) the Initial Bond shall be numbered I-1
18 No CUSIP Numbers. No CUSIP Numbers shall be printed on the Bonds.
19 Debt Service Fund, Tax Levy There is hereby established a separate fund of the
City to be known as the City of Pearland, Texas, Permanent Improvement 5 Debt Service
Fund (the "Debt Service Fund"), which shall be kept separate and apart from all other funds of
the City The proceeds from all taxes levied, assessed and collected for and on account of the
Bonds authorized by this Ordinance shall be deposited, as collected, in the Debt Service Fund.
While the Bonds or any part of the principal thereof or interest thereon remain outstanding and
unpaid, there is hereby levied and there shall be annually assessed and collected in due time,
5 Insert from Officers Pricing Certificate.
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4124-0943-0082.3
form and manner, and at the same time as other City taxes are assessed, levied and collected, in
each year, a continuing direct annual ad valorem tax, within the limits prescribed by law, upon
all taxable property in the City, sufficient to pay the current interest on the Bonds as the same
becomes due and to provide and maintain a debt service fund of not less than two percent of the
principal amount of the Bonds or the amount required to pay each installment of principal of the
Bonds as the same matures, whichever is greater, full allowance being made for delinquencies
and costs of collection, and said taxes are hereby irrevocably pledged to the payment of the
interest on and principal of the Bonds and to no other purpose.
To pay the debt service coming due on the Bonds prior to receipt of the taxes levied to
pay such debt service, there is hereby appropnated from current funds on hand, which are hereby
certified to be on hand and available for such purpose, an amount sufficient to pay such debt
service, and such amount shall be used for no other purpose.
20 Application of Chapter 1208, Government Code. Chapter 1208, Government
Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the City under
Section 20 of this Ordinance, and such pledge is therefore valid, effective and perfected. If
Texas law is amended at any time while the Bonds are outstanding an unpaid such that the
pledge of the taxes granted by the City under Section 20 of this Ordinance is to be subject to the
filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a
filing to perfect the security interest in said pledge to occur
21 Further Proceedings. After the Imtial Bond has been executed, it shall be the duty
of the Mayor and other appropriate officials and agents of the City to deliver the Initial Bond and
all pertinent records and proceedings to the Attorney General of the State of Texas, for
examination and approval. After the Initial Bond has been approved by the Attorney General, it
shall be delivered to the Comptroller for registration. Upon registration of the Initial Bond, the
Comptroller (or the Comptroller's bond clerk or an assistant bond clerk lawfully designated in
writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate
prescribed herein and the seal of said Comptroller shall be impressed, or placed in facsimile,
thereon.
22. Sale, Purchase Letter The Bonds shall be sold and delivered to the Purchaser,
who shall be designated in the Pricing Officer's Certificate, at the price set forth in the Pricing
Officer's Certificate and in accordance with the terms of the Purchase Letter which the Pncing
Officer is hereby authorized and directed to execute on behalf of the City, if required. The
Pricing Officer and all other officers, agents and representatives of the City are hereby
authorized to do any and all things necessary or desirable to satisfy the conditions set out therein
and to provide for the issuance and delivery of the Bonds. The Pricing Officer is hereby
authorized and directed to execute the Purchase Letter on behalf of the City, if required, and the
Pricing Officer and all other officers, agents and representatives of the City are hereby
authorized to do any and all things necessary or desirable to satisfy the conditions set out therein
and to provide for the issuance and delivery of the Bonds. In the event the Purchase Letter shall
not be executed by the sixth month anniversary of the date of this Ordinance (the "Expiration
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4124-0943-0082.3
Date"), the delegation to the Pricing Officer pursuant to this Ordinance shall cease to be effective
unless the City shall act to extend such delegation. Bonds sold pursuant to a Purchase Letter or
winning bid form executed on or before the Expiration Date may be delivered after such date.
23 Federal Income Tax Exclusion.
The City intends that the interest on the Bonds shall be excludable from gross income of
the owners thereof for federal income tax purposes pursuant to Sections 103 and 141 through
150 of the Internal Revenue Code of 1986, as amended, (the "Code") and all applicable
temporary, proposed and final regulations (the "Regulations") and procedures promulgated
thereunder and applicable to the Bonds For this purpose, the City covenants that it will monitor
and control the receipt, investment, expenditure and use of all gross proceeds of the Bonds
(including all property, the acquisition, construction or improvement of which is to be financed
directly or indirectly with the proceeds of the Bonds) and take or omit to take such other and
further actions as may be required by Sections 103 and 141 through 150 of the Code and the
Regulations to cause the interest on the Bonds to be and remain excludable from the gross
income, as defined in Section 61 of the Code, of the owners of the Bonds for federal income tax
purposes. Without limiting the generality of the foregoing, the City shall comply with each of
the following covenants.
(a) The City shall not use, permit the use of or omit to use Gross Proceeds or any
other amounts (or any property the acquisition, construction or improvement of which is to be
financed directly or indirectly with Gross Proceeds) in a manner which, if made or omitted,
respectively, would cause the interest on any Bond to become includable in the gross income, as
defined in Section 61 of the Code, of the owner thereof for federal income tax purposes.
Without limiting the generality of the foregoing, unless and until the City shall have received a
written opinion of counsel nationally recognized in the field of municipal bond law to the effect
that failure to comply with such covenant will not adversely affect the exemption from federal
income tax of the interest on any Bond, the City shall comply with each of the specific covenants
in this Section.
(b) Except as permitted by Section 141 of the Code and the regulations and rulings
thereunder, the City shall, at all times prior to the last stated maturity of the Bonds,
(1) exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed directly or indirectly with Gross
Proceeds of such series of the Bonds (including property financed with Gross Proceeds of
the Refunded Bonds or notes or bonds refunded by the Refunded Bonds and not use or
permit the use of such Gross Proceeds or any property acquired, constructed, or improved
with such Gross Proceeds in any activity carried on by any person or entity other than a
state or local government, unless such use is solely as a member of the general public, or
(2) not directly or indirectly impose or accept any charge or other payment for
use of Gross Proceeds of such series of the Bonds or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with such
Gross Proceeds (including property financed with Gross Proceeds of the Refunded Bonds
or notes or bonds refunded,by the Refunded Bonds other than taxes of general application
- 14 -
4124-0943-0082.3
and interest earned on investments acquired with such Gross Proceeds pending
application for their intended purposes.
(c) Except to the extent permitted by Section 141 of the Code and the regulations and
rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans
to any person or entity other than a state or local government. For purposes of the foregoing
covenant, Gross Proceeds are considered to be "loaned" to a person or entity if (1)property
acquired, constructed or Improved with Gross Proceeds (including property financed with Gross
Proceeds of the Refunded Bonds or notes or bonds refunded by the Refunded Bonds is sold or
leased to such person or entity in a transaction which creates a debt for federal income tax
purposes, (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output, or similar contract or arrangement, or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or such property are otherwise
transferred in a transaction which is the economic equivalent of a loan.
(d) Except to the extent permitted by Section 148 of the Code and the regulations and
rulings thereunder, the City shall not, at any time prior to the earlier of the final stated maturity
or final payment of the Refunded Bonds, directly or indirectly invest Gross Proceeds of such
Bonds in any Investment (or use such Gross Proceeds to replace money so invested), if as a
result of such investment the Yield of all Investments allocated to such Gross Proceeds whether
then held or previously disposed of, exceeds the Yield on the Refunded Bonds.
(e) Based on all of the facts and estimates now known or reasonably expected to be in
existence on the date the Bonds are delivered, the City reasonably expects that the proceeds of
the Bonds and the Refunded Bonds (to the extent any of such proceeds remain unexpended) will
not be used in a manner that would cause the Bonds or the Refunded Bonds or any portion
thereof to be "arbitrage bonds"within the meaning of Section 148 of the Code.
(f) At all times while the Bonds are outstanding, the City will identify and properly
account for all amounts constituting gross proceeds of the Bonds in accordance with the
Regulations. The City will monitor the yield on the investments of the proceeds of the Bonds
and, to the extent required by the Code and the Regulations, will restrict the yield on such
investments to a yield which is not materially higher than the yield on the Bonds To the extent
necessary to prevent the Bonds from constituting "arbitrage bonds," the City will make such
payments as are necessary to cause the yield on all yield restricted nonpurpose investments
allocable to the Bonds to be less than the yield that is materially higher than the yield on the
Bonds.
(g) The City will not take any action or knowingly omit to take any action, if taken or
omitted, would cause the Bonds to be treated as "federally guaranteed" obligations for purposes
of Section 149(b) of the Code.
(h) The City represents that not more than fifty percent (50%) of the proceeds of any
new money portion of the Bonds or any new money issue refunded by, the Refunded Bonds was
invested in nonpurpose investments (as defined in Section 148(f)(b)(A) of the Code) having a
substantially guaranteed yield for four years or more within the meaning of
Section 149(g)(3)(A)(ii) of the Code, and the City reasonably expected at the time each issue of
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4124-0943-0082.3
the Refunded Bonds was issued that at least eighty-five percent (85%) of the spendable proceeds
of the.Bonds or the Refunded Bonds would be used to carry out the governmental purpose of
such Bonds within the corresponding three-year period beginning on the respective dates of the
Bonds or the Refunded Bonds.
(i) The City will take all necessary steps to comply with the requirement that certain
amounts earned by the City on the investment of the gross proceeds of the Bonds, if any, be
rebated to the federal government. Specifically, the City will (i)maintain records regarding the
receipt, investment and expenditure of the gross proceeds of the Bonds as may be required to
calculate such excess arbitrage profits separately from records of amounts on deposit in the funds
and accounts of the City allocable to other obligations of the City or moneys which do not
represent gross proceeds of any obligations of the City and retain such records for at least six
years after the day on which the last outstanding Bond is discharged, (ii) account for all gross
proceeds under a reasonable, consistently applied method of accounting, not employed as an
artifice or device to avoid, in whole or in part, the requirements of Section 148 of the Code,
including any specified method of accounting required by applicable Regulations to be used for
all or a portion of the gross proceeds, (iii) calculate, at such times as are required by applicable
Regulations, the amount of excess arbitrage profits, if any, earned from the investment of the
gross proceeds of the Bonds and (iv) timely pay, as required by applicable Regulations, all
amounts required to be rebated to the federal government. In addition, the City will exercise
reasonable diligence to assure that no errors are made in the calculations required by the
preceding sentence and, if such an error is made, to discover and promptly correct such error
within a reasonable amount of time thereafter, including payment to the federal government of
any delinquent amounts owed to it, including interest thereon and penalty
a) The City will not indirectly pay any amount otherwise payable to the federal
government pursuant to the foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect to the gross proceeds of
the Bonds that might result in a reduction in the amount required to be paid to the federal
government because such arrangement results in smaller profit or a larger loss than would have
resulted if such arrangement had been at arm's length and had the yield on the-issue not been
relevant to either party
(k) The City will timely file or cause to be filed with the Secretary of the Treasury of
the United States the information required by Section 149(e) of the Code with respect to the
Bonds on such form and in such place as the Secretary may prescribe.
(1) The City will not issue or use the Bonds as part of an "abusive arbitrage device"
(as defined in Section 1 148 10(a) of the Regulations) Without limiting the foregoing, the
Bonds are not and will not be a part of a transaction or senes of transactions that attempts to
circumvent the provisions of Section 148 of the Code and the Regulations, by (i) enabling the
City to exploit the difference between tax exempt and taxable interest rates to gain a material
financial advantage, or(ii)increasing the burden on the market for tax-exempt obligations.
(m) Proper officers of the City charged with the responsibility for issuing the Bonds
are hereby directed to make, execute and deliver certifications as to facts, estimates or
circumstances in existence as of the Issue Date and stating whether there are facts, estimates or
- 16 - -
4124-0943-0082.3
circumstances that would materially change the City's expectations. On or after the Issue Date,
the City will take such actions as are necessary and appropriate to assure the continuous accuracy
of the representations contained in such certificates.
(n) The covenants and representations made or required by this Section are for the
benefit of the Bond holders and any subsequent Bond,holder, and may be relied upon by the
Bond holder and any subsequent Bond holder and bond counsel to the City
In complying with the foregoing covenants, the City may rely upon an unqualified
opinion issued to the City by nationally recognized bond counsel that any action by the City or
reliance upon any interpretation of the Code or Regulations contained in such opinion will not
cause interest on the Bonds to be includable in gross income for federal income tax purposes ,
under existing law
Notwithstanding,any other provision of this Ordinance, the City's representations and
obligations under the covenants and provisions of this Section 7.5 shall survive the defeasance
and discharge of the Bonds for as long as such matters are relevant to the exclusion of interest on
the Bonds from the gross income of the owners for federal income tax purposes.
24 Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon
receipt by the City, be applied as set forth in the Officer's Pricing Certificate.
25 Escrow Agreement/Deposit with Paying Agent for Refunding Bonds The
discharge and defeasance of the Refunded Bonds may be effectuated pursuant to the terms and
provisions of an Escrow Agreement to be entered into by and between the City and the Escrow
Agent or pursuant to a deposit of funds with the paying agent for the Refunded Bonds. The
terms and provisions of an Escrow Agreement or other deposit agreement with the Escrow Agent
or the paying agent for the Refunded Bonds, if needed, are hereby approved, subject to such
insertions, additions and modifications as shall be necessary to carry out the terms of this
Ordinance and the Pricing Certificate. The mathematical accuracy of the terms of the refunding
shall be certified to by verification agent or by a certificate of sufficiency of deposit executed by
the City's financial advisor or the paying agent for the Refunded Bonds The Mayor is hereby
authorized to execute and deliver such Escrow Agreement or other such deposit agreement on
behalf of the City in multiple counterparts and the Secretary or the Assistant Secretary is hereby
authorized to attest thereto and affix the City's seal.
26 Redemption of Refunded Bonds. If required, the City shall exercise its option to
call the bonds of the City for redemption prior to maturity on the dates and at the prices shown in
the Officer's Pricing Certificate. Any required notice of such redemption is hereby authorized
and shall be given in accordance with the ordinances authorizing the issuance of such bonds.
27 Purchase of Escrowed Securities. If an Escrow Agreement is utilized, to assure
the purchase of the Escrowed Securities referred to in the Escrow Agreement, if required, the
Pricing Officer is hereby authorized to subscribe for, agree to purchase, and purchase obligations
which are authorized investments for escrow accounts pursuant to Section 1207.062, Texas
Government Code, in such amounts and maturities and bearing interest at such rates as may be
provided for in the Report, and to execute any and all subscriptions, purchase agreements,
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4124-0943-0082.3
commitments, letters of authonzation and other documents necessary to effectuate the foregoing,
and any actions heretofore taken for such purpose are hereby ratified and approved.
28 No Continuing Disclosure Undertaking. The Bonds! are issued pursuant to a
private placement with the Purchaser in denominations of $100,000 or integral multiples of
$5,000 in excess thereof. As described in the Purchase Letter, the Purchaser has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and
risks of the prospective investment and the Purchaser is not purchasing for more than one
account or with a view to distributing the Bonds. As a result, the Bonds are exempt from the
continuing disclosure requirements of United States Securities and Exchange Commission Rule
15c2-12.
29 Related Matters. To satisfy in a timely manner all of the City's obligations under
this Ordinance, the Purchase Letter, and the Escrow Agreement, the Pricing Officer and all other
appropriate officers and agents of the City are hereby authorized and directed to take all other
actions that are reasonably necessary to provide for the refunding of the Refunded Bonds,
including, without limitation, executing and delivering on behalf of the City all certificates,
consents, receipts, requests, notices and other documents as may be reasonably necessary to
satisfy the City's obligations under the Escrow Agreement, the Purchase Letter, and this
Ordinance and to direct the application of funds of the City consistent with the provisions of the
Escrow Agreement or other deposit agreement and this Ordinance.
30 Power to Revise Form of Documents. Notwithstanding any other provision of
this the Pricing Officer is hereby authorized to make or approve such revisions, additions,
deletions, and variations to this Ordinance and in the form of the documents attached hereto as
exhibits as, in the judgment of the Pricing Officer, and in the opinion of Bond Counsel to the
City, may be necessary or convenient to carry out or assist in carrying out the purposes of this
Ordinance, or as may be required for approval of the Bonds by the Attorney General of Texas,
provided, however, that any changes to such documents resulting in substantive amendments to
the terms and conditions of the Bonds or such documents shall be subject to(the prior approval of
the Board.
31 Amendments. The City may amend this Ordinance without the consent of or
notice to any Owner in any manner not detrimental to the interests of the Owners, including the
cunng of any ambiguity, inconsistency, or formal defect or omission therein. In addition, the
City may with the written consent of the holders of a majority of the aggregate principal amount
of the Bonds then outstanding affected thereby, amend, add to, or rescind any of the provisions
of the Ordinance; except that, without the consent of the Owners of the Bonds affected, no such
amendment, addition or rescission may (i)make any change in the matunty of any of the
outstanding Bonds, (ii)reduce the rate of interest borne by any of the outstanding Bonds,
(iii)reduce the amount of the principal of or redemption premium, if any, payable on any
outstanding Bonds, (iv) modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with respect to such
payment; or (v) change the minimum percentage of the principal amount of the Bonds necessary
for consent to such amendment.
32. Reserved.
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4124-0943-0082.3
33 Registrar The form of agreement setting forth the duties of the Registrar is
hereby approved, and the appropriate officials of the City are hereby authorized to execute such
agreement for and on behalf of the City
34 No Personal Liability No recourse shall be had for payment of the principal of or
interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official
or employee of the City or any person executing any Bonds.
35 Open Meeting. It is officially found, determined and declared that the meeting at
which this Ordinance 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 Ordinance,
was given all as required by the Texas Government Code, Chapter 551, as amended.
- 19 -
4124-0943-0082.3
First Reading on the 21st day of November 2022.
PASSED AND APPROVED on the Second Reading the day of December 2022.
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4124-0943-0082.3
EXHIBIT A
ALL THE CITY'S OUTSTANDING GENERAL OBLIGATION DEBT
Certificates of Obligation, Series 2009
Certificates of Obligation, Series 2011
Permanent Improvement Bonds, Series 2011
Unlimited Tax Bonds, Series 2011 (Brazoria County MUD No 4)
Permanent Improvement Refunding Bonds, Series 2012
Permanent Improvement Bonds, Series 2013
Certificates of Obligation, Series 2013
Permanent Improvement and Refunding Bonds, Series 2014
Certificates of Obligation, Series 2014
Permanent Improvement Refunding Bonds, Series 2015
Permanent Improvement Bonds, Series 2015
Certificates of Obligation, Series 2015
Permanent Improvement Refunding Bonds, Series 2015-A
Certificates of Obligation, Series 2016
Permanent Improvement and Refunding Bonds, Series 2016A
Permanent Improvement Refunding Bonds, Senes 2016B
Permanent Improvement and Refunding Bonds, Series 2017
Certificates of Obligation, Series 2017
Permanent Improvement Bonds, Series 2018
Certificates of Obligation, Series 2018
Permanent Improvement and Refunding Bonds, Series 2019
Certificates of Obligation, Series 2019A
Certificates of Obligation, Series 2019B
Permanent Improvement Bonds, Series 2020
Certificates of Obligation, Series 2020A
Certificates of Obligation, Series 2020B
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4124-0943-0082.3
December 5, 2022
Re. City of Pearland, Texas Permanent Improvement Refunding Bonds, Series 2022
City Council
City of Pearland, Texas
Ladies and Gentlemen.
Subject to the conditions stated herein, (the "Lender"), hereby
agrees to purchase the City of Pearland, Texas Permanent Improvement Refunding Bonds, Series
2022, in the form of a single Term Bond in the amount of$ (the "Term Bond")
The Term Bond will bear interest at an annual rate of %percent and will have the terms and
redemption provisions and be secured as described in the City's Ordinance authorizing the
issuance of the Term Bond (the "Bond Ordinance"). The City reserves the right to redeem or
refund the Term Bond as provided in the Bond Ordinance. The Lender hereby agrees to purchase
the Term Bond from the City upon the delivery of the following items to the Lender on or before
December 29, 2022
(1) The duly executed Term Bond payable to the order of the Lender (which will be
delivered to the Lender),
(2) the opinion of Orrick, Herrington & Sutcliffe LLP, Houston, Texas addressed to
the Lender to the effect that (i) the Bond Ordinance has been authorized, executed and delivered
by the City and constitutes the valid and binding obligation of the City; (ii) the Term Bond has
been authorized, executed, issued and delivered by the City, and is the legal and valid obligation
of the City and is entitled to the benefits and security of the Bond Ordinance; and (iii) the interest
on the Term Bond is exempt from federal income taxation under existing statutes, regulations,
published rulings, and court decisions existing on the date of said opinion,
(3) Certified copy of the Bond Ordinance;
(4) The approving opinion of the Attorney General of the State of Texas as to the
validity of the Term Bond and evidence of registration of the Term Bond by the Comptroller of
Public Accounts of the State of Texas, and
(5) The City's certification to the effect that no litigation of any nature is then pending
against, or to the best knowledge of the certifying directors, threatened against the City
contesting or attacking the Term Bond, restraining or enjoining the authorization, execution, or
delivery of the Term Bond, affecting the provisions made for the payment of or security for the
Term Bond, in any manner questioning the authority of proceedings for the authorization,
4156-4524-8835.1
execution or delivery of the Term Bond, or affecting the validity of the Term Bond, the Bond
Ordinance, the corporate existence of the City, or the titles of the officers of the City Council of
the City; and
Lender recognizes that the Term Bond and any interest thereon is payable from a
continuing direct annual ad valorem tax, levied by the City within the limits prescribed by law
upon all taxable property in the City
Lender recognizes that the Term Bond involves risks and has made such inspection and
investigation of the City and its affairs as it deemed necessary to determine the quality of the
Term Bond. Lender represents and warrants that:
1 Lender is acquiring the Term Bond for its own account as evidence of a privately
negotiated loan and has no present intention to reoffer the Term Bond as a bondhouse,
broker, dealer or other person acting as underwriter or wholesaler
2. Lender is an "accredited investor" within the meaning of section 2(15) of the Securities
Act of 1933 and/or a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended.
3; Lender has had an opportunity to make its own investigation of the condition of the City
and the financial risks associated with the purchase and ownership of the Term Bond and
has evaluated fully such risks. Lender has had access to all information to which a
reasonable Lender would attach significance in making a lending decision with respect to
the purchase of the Term Bond.
4 Lender recognizes that the City has represented that the Term Bond is suitable only for
sophisticated and well informed lenders with sufficient knowledge and experience in
financial and business matters to evaluate the merits and risks involved in the purchase
and ownership of the Term Bond.
5 Lender is a sophisticated and well informed Lender Lender acknowledges that the Term
Bond is not suitable for ordinary Lenders and, accordingly, will not make any sale or
distribution to any person or entity except to a person or entity who is able to arid does
confirm in writing to Lender and the City the representations contained in paragraphs (1)
through (4) and this paragraph to the same extent as if such paragraphs referred to such
person or entity
6 Lender is able and willing to bear the economic risk of the purchase and ownership.of the
Term Bond. Lender further understands and acknowledges that the Term Bond and any
interest thereon are payable solely from and to the extent of a continuing direct annual ad
valorem tax, levied by the City within the limits prescribed by law, upon all taxable
property in the City Notwithstanding anything herein to the contrary, the Lender's
obligation to purchase the Term Bond shall be subject to the condition precedent that
from the date hereof to the date of delivery of the Term Bond, there shall not have
occurred any• (i) material adverse change in the financial condition or general affairs of
4156-4524-8835.1 2
the City; (ii) event, court decision, proposed law or rule which may have the effect of
changing the federal income tax incidents of the Term Bond or the interest thereon or the
transaction contemplated herein, or (iii) international or national cnsis, suspension of
stock exchange trading or banking moratorium materially affecting, in the Lender's sole
opinion,the market value of the Term Bond.
7 The City acknowledges and agrees that the Lender will purchase the Term Bond as
evidence of a pnvately negotiated loan and in that connection the Term Bond shall not be
(i) assigned a separate rating by any municipal securities rating agency, (ii) registered
with The Depositary Trust Company or any other securities depository, (iii) issued
pursuant to any type of offenng document or official statement or (iv) assigned a CUSIP
number by Standard&Poor's CUSIP Service.
8 The City represents and warrants to the Lender that neither it nor any of it principals,
shareholders, members, partners, or Affiliates, as applicable, is a Person named as a
Specially Designated National and Blocked Person (as defined in Presidential Executive
Order 13224) and that it is not acting, directly or indirectly, for or on behalf of any such
person. The City further represents and warrants to the Lender that the City and its
pnncipals, shareholders, members, partners, or Affiliates, as applicable, are not directly
or indirectly, engaged in, nor facilitating, the transactions contemplated by this
transaction on behalf of any Person named as a Specially Designated National and
Blocked Person.
9 Role of Lender The City hereby acknowledges that the Lender and its representatives are
not registered municipal advisors and do not provide advice to municipal entities or
obligated persons with respect to municipal financial products or the issuance of
municipal securities (including regarding the structure, timing, terms and similar matters
concerning municipal financial products or municipal securities issuances) or engage in
the solicitation of municipal entities or obligated persons for the provision by
nonaffiliated persons of municipal advisory services and/or investment advisory services.
With respect to this Purchase Letter and any other information, materials or
communications provided by the Lender (a) the Lender and its representatives are not
recommending an action to any municipal entity or obligated person, (b) the Lender and
its representatives are not acting as an advisor to any municipal entity or obligated person
and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act
of 1934 to any municipal entity or obligated person with respect to this Purchase Letter,
information, materials or communications, (c) the Lender and its representatives are
acting for their own interests, and (d) the City has been informed that the City should
discuss this Purchase Letter and any such other information, materials or communications
with any and all internal and external advisors and experts that the City, respectively,
deems appropriate before acting on this Purchase Letter or any such other information,
materials or communications.-
10 The Lender shall maintain the nght to transfer and/or assign,, in whole or in part, its
rights hereunder or under the Term Bond, or, in either case, any interest therein, to any
person or entity in its sole and absolute discretion. The City may not assign its rights
4156-4524-8835.1 3
r ,
hereunder or under any of the loan documents to any person without the prior written
consent of the Lender
11 No Boycott of Israel. The Lender hereby represents, warrants and verifies that, to the
extent that this letter is a contract to which Chapter 2271, Texas Government Code, as
amended, applies, and subject to applicable federal law, the Lender, or any wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate of the Lender, (i) does
not boycott Israel or (ii) will not boycott Israel during the term of this Purchase Letter
The terms "boycotts Israel" and "boycott Israel" as used in this Section have the
meanings assigned to the term "boycott Israel" in Section 808 001 of the Texas
Government Code, as amended. The Lender understands the term "affiliate" as used in
this Section to mean an entity that controls, is controlled by, or is under common control
with the Lender and exists to make a profit.
12. Iran, Sudan and Foreign Terrorist Organizations The Lender hereby represents, warrants
and verifies that, ito the extent this Purchase Letter constitutes a governmental contract
within the meaning of Section 2252 151 of the Texas Government Code, as amended,
solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and
except to the extent otherwise required by applicable federal law, the Lender represents
that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and
other affiliates is a company identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252 153 or Section 2270 0201, Texas
Government Code, as amended, and posted on the following page of such officer's
Internet website:
https.//comptroller texas.gov/purchasing/publications/divestment.php
The foregoing representation is made to solely to comply with Section 2252.152, Texas
Government Code, as amended, and to the extent such section does not contravene
applicable federal law and excludes the Lender and each of its parent company, wholly-
or majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist
organization. The Lender understands "affiliate" to mean any entity that controls, is
controlled by, or is under common control with the Lender and exists to make a profit.
13 Verification Regarding Energy Company Boycotts To the extent this Purchase Letter
constitutes a contract for goods or services for which a written verification is required
under Section 2274 002 (as added by Senate Bill 13 in the 87th Texas Legislature,
Regular Session), Texas Government Code, as amended, the Lender hereby verifies that
it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if
any, do not boycott energy companies and will not boycott energy companies during the
term of this Purchase Letter The foregoing verification is made solely to enable the City
to comply with such Section and to the extent such Section does not contravene
applicable Federal or Texas law As used in the foregoing verification, "boycott energy
4156-4524-8835.1 4
companies," a term defined m Section 2274 001(1), Texas Government Code (as enacted
by such Senate Bill 13) by reference to Section 809 001, Texas Government Code (also
as enacted by such Senate Bill 13), shall mean, without an ordinary business purpose,
refusing to deal with, terminating business activities with, or otherwise taking any action
that is intended to penalize, inflict economic harm on, or limit commercial relations with
a company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or
pledge to meet environmental standards beyond applicable federal and Texas law; or (B)
does business with a company described by(A) above.
14 Verification Regarding Discrimination Against Firearm Entity or Trade Association To
the extent this Purchase Letter constitutes a contract for goods or services for which a
written verification is required under Section 2274 002 (as added by Senate Bill 19 in the
87th Texas Legislature, Regular Session), Texas Government Code, as amended, the
Lender hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association and will
not discriminate against a firearm entity or firearm trade association during the term of
this Purchase Letter The foregoing verification is made solely to enable the City to
comply with such Section and to the extent such Section does not contravene applicable
Federal or Texas law
As used in the foregoing verification and the following definitions, "discriminate against
a firearm entity or firearm trade association," a term defined in Section 2274 001(3),
Texas Government Code (as enacted by such Senate Bill 19), (A) means, with respect to
the firearm entity or firearm trade association, to
(i) refuse to engage in the trade of any goods or services with the firearm entity or
firearm trade association based solely on its status as a firearm entity or firearm trade
association, (ii) refrain from continuing an existing business relationship with the firearm
entity or firearm trade association based solely on its status as a firearm entity or firearm
trade association, or (iii) terminate an existing business relationship with the firearm
entity or firearm trade association based solely on its status as a firearm entity or firearm
trade association and (B) does not include (i)the established policies of a merchant, retail
seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms,
or firearm accessories and
(ii) a company's refusal to engage in the trade of any goods or services, decision to
refrain from continuing an existing business relationship, or decision to terminate an
existing business relationship (aa) to comply with federal, state, or local law, policy, or
regulations or a directive by a regulatory agency or (bb) for any traditional business
reason that is specific to the customer or potential customer and not based solely on an
entity's or association's status as a firearm entity or firearm trade association, "firearm
entity," a term defined in Section 2274 001(6), Texas Government Code (as enacted by
such Senate Bill 19), means a manufacturer, distributor, wholesaler, supplier, or retailer
1of firearms (defined in Section 2274 001(4), Texas Government Code, as enacted by such
Senate Bill 19, as weapons that expel projectiles by the action of explosive or expanding
gases), firearm accessories (defined in Section 2274 001(5), Texas Government Code, as
4156-4524-8835 1 5
enacted by such Senate Bill 19, as devices specifically designed or adapted to enable an
individual to wear, carry, store, or mount a firearm on the individual or on a conveyance
and items used in conjunction with or mounted on a firearm that are not essential to the
basic function of the firearm, including detachable firearm magazines), or ammunition
(defined in Section 2274 001(1), Texas Government Code, as enacted by such Senate Bill
19, as a loaded cartridge case, primer, bullet, or propellant powder with or without a
projectile) or a sport shooting range (defined in Section 250 001, Texas Local
Government Code, as a business establishment, private club, or association that operates
an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder,
target, self-defense, or similar recreational shooting), and "firearm trade association," a
term defined in Section 2274 001(7), Texas Government Code (as enacted by such Senate
Bill 19), means any person, corporation, unincorporated association, federation, business
league, or business organization that (i) is not organized or operated for profit (and none
of the net earnings of which inures to the benefit of any private shareholder or
individual), (ii) has two or more firearm entities as members, and (iii) is exempt from
federal income taxation under section 501(a), Internal Revenue Code of 1986 (the
"IRC"), as an organization described by section 501(c) of the IRC
For purposes of this Section, the Lender understands "affiliate" to mean an entity that
controls, is controlled by, or is under common control with the Lender within the
meaning of SEC Rule 405, 17 C.F.R. § 230 405, and exists to make a profit.
15 Attorney General Standing Letter. The Lender represents that it has, or will have prior to
the date of Closing, on file with the Texas Attorney General a standing letter addressing
the representations and verifications contained in Sections 12 through 15 of this Purchase
Letter a form accepted by the Texas Attorney General. In addition, if the Lender or the
parent company, a wholly- or majority-owned subsidiary or another, affiliate of such
Lender receives or has received a letter from the Texas Comptroller of Public Accounts
pursuant to Chapter 809, Texas Government Code seeking written verification that it
does not boycott energy companies (a "Comptroller Request Letter"), such Lender shall
,promptly notify the City, the City and Bond Counsel (if it has not already done so) and
provide to the City, the City or Bond Counsel, two business days prior to Closing and
additionally upon request by the City or Bond Counsel, written verification to the effect
that its standing letter described in the preceding sentence remains in effect and may be
relied upon by the Issuer and the Texas Attorney General (the `Bringdown
Verification"). The Bringdown Verification shall also confirm that such Lender (or the
parent company, a wholly- or majority-owned subsidiary or other affiliate of the Lender
that received the Comptroller Request Letter) intends,to timely respond or has timely
responded to the Comptroller Request Letter The Bnngdown Verification may be in the
form of an e-mail.
The parties hereto acknowledge that the City is not entering into a contmumg disclosure
undertaking pursuant to the Rule in connection with the issuance of the Term Bond.
The City further agrees that it will post or cause to be posted the City's audit on MAC or EMMA
within 180 days of the end of the City's fiscal year
4156-4524-8835.1 6
Lender has not provided, and will not provide, financial, legal, tax, accounting or other advice to
or on behalf of the City with respect to the Term Bond, and the City has not relied on the Lender
for such advice.
[The remainder of this page intentionally left blank]
4156-4524-8835.1 7
AGREED TO AND ACCEPTED this day of , 2022.
LENDER.
i
By•
Name.
Title.
r
4156-4524-8835.1 8
The above and foregoing offer is hereby accepted by Development Authority of Pearland
as of the 12- day of -beCJmb€ir , 2022.
CITY OF PEARLAND, TEXAS
By.
yor✓✓
ATTEST
By.
ity Secretary
`,,,,,,,t,t win,PP, ,
sAR�,,I/,r
O. .O
f
41111."--rI (n
.'
4156-4524-8835.1 9
The above and foregoing offer is hereby accepted by Development Authority of Pearland
as of the -day of I CfVl1 j-2f' , 2022.
CITY OF PEARLAND, TEXAS
By.
M r
ATTEST
By•
C ty Secretary
,'
44;'
4156-4524-8835.1 9
The above and foregoing offer is hereby accepted by Development Authority of Pearland
as of the )Z day of be Mb , 2022.
CITY OF PEARLAND, TEXAS •
By.
.yor
ATTEST
By.
City Secret
4156-4524-8835.1 9 ,
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of , 2022
(together,with any amendments or supplements hereto, the "Agreement") is entered into by and
between the CITY OF PEARLAND, TEXAS (the "Issuer"), and COMPUTERSHARE TRUST
COMPANY, N.A., as paying agent/registrar (together with any successor in such capacity, the
"Bank")
WITNES SETH.
WHEREAS, the Issuer has duly authorized and provided for the issuance of its City of
Pearland, Texas Permanent Improvement Refunding Bonds, Series 2022 (the "Bonds");
WHEREAS, all things necessary to make the Bonds (as defined herein) the valid Bonds of
the Issuer,in accordance with their terms, will be done upon the issuance and delivery thereof;
WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will
act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the Bonds,
in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds,
and
WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of
this Agreement; and all things necessary to make this Agreement the valid agreement of the parties,
in accordance with its terms,have been done.
NOW, THEREFORE, it is mutually agreed as follows.
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1 01 Appointment.
The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to
pay to the Registered Owners of the Bonds, in accordance with the terms and provisions of this
Agreement and the Ordinance, the principal of, redemption premium, if any, and interest on all or
any of the Bonds.
The Issuer hereby appoints the Bank as Registrar with respect to the Borids.
The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Registrar
with respect to the Bonds
Section 1 02. Compensation. N
As compensation for the Bank's Services as Paying Agent and Registrar, the Issuer hereby
agrees to pay the Bank the fees set forth in the Bank's fee schedule attached as Exhibit A hereto
The Bank reserves the right to amend the fee schedule at any time, provided the Bank shall have
1
4160-3073-1587 1
furnished the Issuer with a written copy of such amended fee schedule at least 60 days prior to the
date that the new fees are to become effective.
In consideration of the deposits of funds required to be made with the Bank by the Issuer
pursuant to the provisions of the Ordinance (hereinafter defined), the Bank agrees to abide by
and accept the terms hereof and of the Ordinance relating to the duties of the Paying
Agent/Registrar
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires.
"Bank" means Computershare Trust Company, N.A., a commercial bank which is a
national bank duly organized and existing under the laws of the United States of America.
"Bonds" means all of the "City of Pearland, Texas Permanent Improvement Refunding
Bonds, Series 2022" authorized by the Ordinance.
"Financial Advisor" means BOK Financial Securities, Inc. and it's successors.
"Issuer"means the City of Pearland, Texas.
"Ordinance" means the ordinance authorizing issuance of the Bonds of the Issuer approved
by its City Council on December 5, 2022.
"Paying Agent" means the Bank when it is performing the function of paying agent.
"Person" means any individual, corporation, partnership, joint venture, associations, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government or any entity whatsoever
"Registrar" means the Bank when it is performing the function of registrar
"Registered Owner" means the Person in whose name any Obligation is registered in the
books of registration maintained by the Bank under this Agreement.
All other capitalized terms shall have the meanings assigned to them in the Ordinance.
ARTICLE THREE
DUTIES OF THE BANK
Section 3 01 Initial Delivery of the Bonds.
2
4160-3073-1587.1
The Bonds will be initially registered and delivered by the Bank to the purchasers
designated by the Issuer as set forth in the Ordinance. If a purchaser delivers a written request to
the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the
date of initial delivery, exchange the Bonds initially delivered for Bonds of authorized
denominations, registered in accordance with the instructions in such request and the appropriate
Ordinance.
Section 3 02. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate funds have been provided to it for such
purpose by or on behalf of the Issuer, timely pay on behalf of the Issuer the principal of and interest
on each Obligation in accordance with the provisions of the appropriate Ordinance.
If the Bonds are to be Depository Trust Company (DTC) eligible, the Bank will comply
with all eligibility requirements as outlined and agreed upon in the eligibility questionnaire.
Section 3 03 Duties of Registrar.
The Bank shall provide for the proper registration of the Bonds and the exchange,
replacement and registration of transfer of the Bonds in accordance with the provisions of the
Order The Bank will maintain the books of registration in accordance with transfer agent
regulations promulgated by the Securities and Exchange Commission and the applicable provisions
of the Uniform Commercial Code.
Section 3 04 Unauthenticated Bonds.
At any time when the Bonds are not subject to a book-entry-only system of registration and
transfer, the Issuer shall provide an adequate inventory of unauthenticated Bonds to facilitate
transfers. The Bank covenants that it will maintain such unauthenticated Bonds in safekeeping and
will use reasonable care in maintaining such Bonds in safekeeping, which shall be not less than the
care it maintains for debt securities of other government entities or corporations for which it serves
as registrar, or which it maintains for its own bonds.
Section 3 05 Reports.
Upon request of the Issuer, the Bank will provide the Issuer reports which will describe in
reasonable detail all transactions pertaining to the Bonds and the books of registration for the
period of time specified by the Issuer The Issuer may also inspect and make copies of the
information in the books of registration and such other documents related to the Bonds and in the
Bank's possession at any time the Bank is customarily open for business, provided that reasonable
time is allowed the Bank to provide an up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the content of the books of registration to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a subpoena, court order or as otherwise required by law Upon receipt of a
subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so that
the Issuer may contest the subpoena, court order or other request if it so chooses.
3
4160-3073-1587 1
Section 3 06 Canceled Bonds.
All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if
surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be
delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The
Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated
and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Bank shall be
destroyed and evidence of such destruction shall be furnished to the Issuer
Section 3 07 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of the
opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer
(b) The Bank shall not be liable to the Issuer for actions taken under this Agreement as
long as it acts in good faith and exercises due diligence, reasonableness and care, as prescribed by
law, with regard to its duties hereunder
(c) This Agreement is not intended to require the Bank to expend its own funds for
performance of any of its duties hereunder
(d) The Bank may exercise any of the powers hereunder and perform any duties hereunder
either directly or by or through agents or attorneys.
(e) The Bank may rely and shall be protected by the Issuer against any claim by the Issuer
or any other Person in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other
paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties. Without limiting the generality of the foregoing statement, the Bank need not
examine the ownership of any Bond, but is protected in acting upon receipt of a Bond containing
an endorsement or instruction of transfer or power of transfer which appears on its face to be
signed by the holder or an agent of the holder The Bank shall not be bound to make any
investigation into the acts or matters stated in a resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or
document supplied by Issuer
(f) The Bank may consult with legal counsel, and the written advice of such counsel or any
opinion shall be full and complete authorization and protection with respect to any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon, provided that any such
written advice or opinion is supplied to the Issuer by the Bank.
(g) To the extent permitted by law, the Bank shall not be liable for any loss or damage,
including reasonable counsel fees and expenses, resulting from its actions or omissions to act
hereunder, except for any loss or damage arising out of its own negligence or willful misconduct.
IN NO EVENT SHALL THE BANK BE LIABLE FOR SPECIAL, INDIRECT OR
CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT
NOT LIMITED TO LOST PROFITS), EVEN IF THE BANK HAS BEEN ADVISED OF THE
4
4160-3073-1587.1
LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF
ACTION
Section 3 08 Money Held by Bank.
Money held by the Bank hereunder shall be held in trust for the benefit of the Registered
Owners of the Bonds.
The Bank shall be under no obligation to pay interest on any money received by it
hereunder
All money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer
Any money deposited with the Bank for the payment of the principal of or interest on any
Bonds and remaining unclaimed by the Registered Owner after the expiration of three years from
the date such funds have become due and payable shall be reported and disposed of by the Bank in
accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the
Texas Property Code, as amended. To the extent such provisions of the Property Code do not apply
to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a written request
therefor from the Issuer The Bank shall have no liability to the Registered Owners of the Bonds by
virtue of actions taken in compliance with the foregoing provision.
A fiduciary account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping and disbursement of moneys received from the Issuer hereunder for the payment of the
Bonds, and money deposited to the credit of such account until paid to the Holders of the Bonds
shall be continuously collateralized by securities or obligations which qualify and are eligible under
the laws of the State of Texas, including under Chapter 2256, Texas Government Code, to secure
and be pledged as collateral for fiduciary accounts to the extent such money is not insured by the
Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made
by check drawn on such fiduciary account unless the owner of such Bonds shall, at its own expense
or risk, request such other medium of payment.
Section 3 09 Indemnification.
To the extent permitted by law the Issuer agrees to indemnify the Bank (including its
directors, officers and employees) for, and hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part arising out of or in connection with its
acceptance or administration of its duties hereunder, including the reasonable cost and reasonable
expense (including its counsel fees) of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties under this
Agreement. The foregoing indemnities in this paragraph shall survive the resignation or removal of
the Paying Agent/Registrar and the termination of this Agreement.
ARTICLE FOUR
5
4160-3073-1587 1
MISCELLANEOUS PROVISIONS
Section 4 01 May Own Bonds.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the
Bonds.
Section 4 02. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereof
Section 4 03 Assignment.
This Agreement may not be assigned by either party without the prior wntten consent of the
other
Section 4 04 Notices.
Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other
address as may have been given by one party to the other by 15 days' written notice.
Section 4 05 Effect of Headings.'
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 4 06 Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their successors
and assigns, whether so expressed or not. This Agreement shall not be assigned by the Bank
without the prior written consent of the Issuer
Section 4 07 Severability.
If any provision of this Agreement shall be invalid or unenforceable, the validity and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
Section 4 08 Benefits of Agreement. Nothing herein, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim hereunder
Section 4 09 Ordinance Governs Conflicts.
6
4160-3073-1587.1
This Agreement and the Ordinance constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists between
this Agreement and the Ordinance, the Ordinance shall govern. The Bank agrees to be bound by
the terms of the Ordinance with respect to the Bonds.
Section 4 10 Term and Termination.
This Agreement shall be effective from and after its date and may be terminated for any
reason by the Issuer or the Bank at any time upon 60 days' written notice; provided, however, that
no such termination shall be effective until a successor has been appointed and has accepted the
duties of the Bank hereunder In the event of early termination, regardless of circumstances, the
Bank shall deliver to the Issuer or its designee all funds, Bonds and all books and records
pertaining to the Bank's role as Paying Agent and Registrar with respect to the Bonds, including,
but not limited to, the books of registration.
Section 4 11 Interpleader
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse
claim, demand, or controversy over its person as well as funds on deposit hereunder, in either the
District Court of Hams County, Texas or the United States Federal District Court for the
Southern District of Texas, waive personal service of any process, and agree that service of
process by certified or registered mail, return receipt requested, to the address set forth herein
shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the
right to file a Bill of Interpleader in any court of competent jurisdiction within the State of Texas,
at the expense of the Issuer, to determine the rights of any person claiming any interest
hereunder
Section 4 12. Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 4 13 Governing Law.
This Agreement shall be construed in accordance with and shall be governed by the laws
of the State of Texas.
Section 4 14 Force Majeure.
In no event shall the Bank be liable for any failure or delay in the performance of its
obligations hereunder because of circumstances beyond the-Bank's control, including, but not
limited to, acts of God, flood, war (whether declare4 or undeclared), terrorism, fire, not, strikes or
work stoppages for any reason, embargo, government action, including any laws, ordinances,
regulations or the like which restrict or prohibit the providing of the services contemplated by this
Agreement, or the failure of equipment or interruption of communications or computer facilities, if
7
4160-3073-1587 1
beyond the Bank's control, and other causes beyond the Bank's control whether or not of the same
class or kind as specifically named above.
Section 4 15 Legislative Contracting Requirements.
Pursuant to Section 2252.152, Texas Government Code, neither the Bank nor
any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate
of the Banc is a company currently listed by the Texas Comptroller of Public
Accounts under Sections 806.051, 807 051, or 2252.153 of the Texas Government
Code.
The Bank hereby warrants and represents to the Issuer that it is a publicly
traded business entity or a wholly owned subsidiary of such a business entity The
Issuer and the Bank hereby certify that this Agreement does not have a value of
$100,000 or more and is therefore exempt from Chapter 2271, Texas Government
Code and Chapter 2274, Texas Government Code (as added by Senate Bill 13 and
Senate Bill 19 in the 87th Texas Legislative Session) The Bank agrees that its
compensation hereunder will not exceed $100,000
[Execution Page Follows]
8
4160-3073-1587.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CITY OF PEARLAND
By.
Mayor
ADDRESS 3519 Liberty Drive
Pearland, Texas 77581
ATTEST
City Secretary
(SEAL)
9
4160-3073-1587 1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above wntten.
CITY OF PEARLAND
By-
Ma r
ADDRESS 3519 Liberty Drive
Pearland, Texas 77581
ATTEST.
4/0104/
City Secretary 1.
(SEAL) ````` PR 'N'D,,,,,,,'"
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9
4160-3073-1587 1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CITY OF PEARLAND
Ma r
ADDRESS 3519 Liberty Drive
Pearland, Texas 77581
ATTEST
City S retary
(SEAL)
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4160-3073-1587.1
COMPUTERSHARE TRUST
COMPANY, N.A.
By•
Name.
Title:
ATTEST
Name-
Title:
(SEAL)
10
4160-3073-1587 1
EXHIBIT A
FEE SCHEDULE
11
4160-3073-1587.1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement"), dated as of , 2022 and
made effective as of , 2022 between the City of Pearland, Texas, a political
subdivision of the State of Texas duly created, organized and existing under the Constitution and
laws of the State of Texas (the "City"), and Computexshare Trust Company,N.A. (the "Bank"), a
banking association organized and existing under the laws of the United States of America.
WITNESSETH.
WHEREAS, the City has heretofore issued the bonds described on Exhibit A attached
hereto (the "Refunded Bonds"), and
WHEREAS, the City desires to refund in advance of maturity a portion of the Refunded
Bonds, and
WHEREAS, in accordance with the provisions of Chapter 1207, Government Code, as
amended (the "Code"), the City is authorized to sell refunding bonds in an amount sufficient to
provide for the full and complete payment of obligations, deposit the proceeds of such refunding
bonds with a trust company or commercial bank that does not serve as a depository for the City
and enter into an escrow or similar agreement with such institution for the safekeeping,
investment, reinvestment, administration and disposition of such deposit, upon such terms and
conditions as the parties may agree; and
WHEREAS, the governing body of the City has adopted an ordinance (the "Refunding
Bond Ordinance") authorizing the issuance, sale and delivery of the City's Permanent
Improvement Refunding Bonds, Series 2022, in the aggregate principal amount of$
(the "Refunding Bonds"), for the purpose, among other purposes, of providing the funds
necessary to refund the Refunded Bonds, and
WHEREAS, the governing body of the City has further determined to effectuate the
refunding of the Refunded Bonds pursuant to this Escrow Agreement, under which provision is
made for the safekeeping, investment, reinvestment, administration and disposition of proceeds
of the Refunding Bonds so as to provide firm banking and financial arrangements for the
discharge and final payment of the Refunded Bonds,
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, and in order to secure the full and timely
payment of the principal of and interest on the Refunded Bonds, the City and the Bank contract
and agree as follows
4146-7781-33 I S I
ARTICLE I.
DEFINITIONS AND INTERPRETATIONS
Section 1.1. Definitions. Unless otherwise expressly provided or unless the context
clearly requires otherwise, the following terms shall have the respective meanings specified
below for all purposes of this Escrow Agreement.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable
regulations thereunder and under the Internal Revenue Code of 1954
"City" shall mean the City of Pearland, Texas and, where appropriate, its City Council.
"Escrow Agent" shall mean Computershare Trust Company, N.A., in its capacity as
escrow agent hereunder, and any successor or assign in such capacity
"Escrow Agreement" shall mean this escrow agreement.
"Escrow Deposit" shall mean the initial deposit into the Escrow Fund, as more
particularly described in Section 2.1
"Escrow Fund" shall mean the fund created in Section 3 1 of this Escrow Agreement to
be administered by the Escrow Agent pursuant to the provisions of this Escrow Agreement.
"Escrow Funding Date" shall mean the date on which the City deposits with the Escrow
Agent the cash and Escrowed Securities described in Section 2.1
"Escrowed Securities" shall mean the Limited Yield Securities and the Open Market
Securities.
"Limited Yield Securities" shall mean the noncallable United States Treasury
Obligations-State and Local Government Series to be initially purchased with proceeds of the
Refunding Bonds, as more fully described in the Report attached hereto, together with all
reinvestments of the proceeds thereof as may be directed in Section 4.2 or permitted in Section
4.3 (b)
"Open Market Securities" shall mean the United States Treasury securities to be
purchased in the open market with cash and the proceeds of the Refunding Bonds, as more fully
described in the Report attached hereto, together with all reinvestments of the proceeds thereof
as may be directed in Section 4.2 or permitted in Section 4.3(b), or cash or obligations
substituted therefor pursuant to Section 4.3(a)
"Paying Agent for the Refunded Bonds" shall mean Computershare Trust Company,
N.A.
"Refunded Bond Ordinance" shall mean the City's resolutions, orders and ordinances, as
the case may be, authorizing the issuance, sale and delivery of the Refunded Bonds
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4146-7781-3315 1
"Refunded Bonds" shall mean the City's outstanding obligations listed on Exhibit A
hereto
"Refunding Bonds" shall mean the City's Permanent Improvement Refunding Bonds,
Series 2022.
"Report" shall mean the verification report prepared by Robert Thomas CPA, LLC,
independent certified public accountants, relating to the advance refunding of the Refunded
Bonds, and any subsequent verification report required by Section 4.3
Section 1.2. Interpretations. The titles and headings of the articles and sections of this
Escrow Agreement have been inserted for convenience of reference only and are not to be
considered a part hereof and shall not in any way modify or restrict the terms hereof. This
Escrow Agreement and all of the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein and to achieve the intended purpose of providing for the
refunding of the Refunded Bonds in accordance with applicable law
ARTICLE II.
DEPOSIT OF FUNDS AND ESCROWED SECURITIES
Section 2.1. Deposits with Escrow Agent; Acquisition of Escrowed Securities. On the
Escrow Funding Date, the City shall deposit, or cause to be deposited, with the Escrow Agent
the following.
(a) Escrowed Securities more fully described in the Report; and
(b) A beginning cash balance as provided in the Report.
ARTICLE III.
CREATION AND OPERATION OF ESCROW FUND
Section 3.1. Escrow Fund. On the Escrow Funding Date, the Escrow Agent will create in
its books a special fund and irrevocable escrow to be known as the City of Pearland, Texas
Refunding Bonds, Series 2022 Escrow Fund into which will be deposited the cash and
Escrowed Securities described in Section 2 1 The Escrowed Securities, all proceeds therefrom
and all cash balances from time to time on deposit in the Escrow Fund shall be the property of
the Escrow Fund and shall be applied only in strict conformity with the terms and conditions
hereof. The Escrowed Securities, all proceeds therefrom and all cash balances from time to time
on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of
and interest on the Refunded Bonds, which payment shall be made by timely transfers to the
Paying Agent for the Refunded Bonds of such amounts at such times as are provided in Section
3.2 When the final transfers have been made to the Paying Agent for the Refunded Bonds for
the payment of such principal of and interest on the Refunded Bonds, any balance then
remaining in the Escrow Fund shall be transferred to the City, and the Escrow Agent shall
thereupon be discharged from any further duties hereunder
4146-7781 3315 1
Section 3.2. Payment of Principal, Redemption Premium, if any, and Interest;
Redemption of Certain Refunded Bonds. (a) The Escrow Agent is hereby irrevocably instructed
to transfer to the Paying Agent for the Refunded Bonds from the cash balance from time to time
on deposit in the Escrow Fund the amounts required to pay the principal of, redemption
premium, if any, and interest on the Refunded Bonds in the amounts and at the times shown in
the Report; provided, however, that funds transferred to the Escrow Fund from the interest and
sinking funds for the Refunded Bonds, if any, and all investment earnings thereon be used for the
payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds
prior to the use of proceeds of the Refunding Bonds for such purpose.
(b) Except for amounts transferred to the Paying Agent for the Refunded Bonds
pursuant to Section 3.2(a) and to the City pursuant to Section 4.2, the Escrow Agent agrees that
it shall never make any withdrawals from the Escrow Fund or assert any claims, liens or charges
against the Escrow Fund.
Section 3.3. Sufficiency of Escrow Fund. The City represents (based upon the Report)
that the successive receipts of the principal of and interest on the Escrowed Securities will
assure that the cash balance on deposit from time to time in the Escrow Fund will be at all
times sufficient to provide money for transfer to the Paying Agent for the Refunded Bonds at
the times and in the amounts required to pay the interest on the Refunded Bonds as such
interest comes due and to pay the principal of, redemption premium, if any, and interest on the
Refunded Bonds as the Refunded Bonds mature or are called for redemption, all is more fully
set forth in the Report. If, for any reason, at any time, the cash balances on deposit or
scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts
required by the Paying Agent for the Refunded Bonds to make the payments set forth in
Section 3.2, the City shall timely deposit into the Escrow Fund, from lawfully available funds,
additional funds in the amounts required to make such payments Notice of any such
insufficiency shall be given promptly by the Escrow Agent to the City as hereinafter provided,
but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in
the Escrow Fund or the City's failure to make additional deposits thereto
Section 3.4. Escrow Fund. The Escrow Agent at all times shall hold the Escrow Fund,
the Escrowed Securities and all other assets of the Escrow Fund wholly segregated from all
other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed
Securities or any other assets of the Escrow Fund to be commingled with any other funds or
securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund
only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund always
shall be maintained by the Escrow Agent for the benefit of the holders of the Refunded Bonds,
and a special account evidencing such fact shall be maintained at all times on the books of the
Escrow Agent. The holders of the Refunded Bonds shall be entitled to the same preferred claim
and first hen upon the Escrowed Securities, the proceeds thereof and all other assets of the
Escrow Fund to which they are entitled as holders of the Refunded Bonds The amounts
received by the Escrow Agent under this Escrow Agreement shall not be considered as a
banking deposit by the City, and the Escrow Agent shall have no right or title with respect
thereto except as escrow agent under the terms hereof The amounts received by the Escrow
Agent hereunder shall not be subject to warrants, drafts or checks drawn by the City or except
to the extent expressly herein provided, by the Paying Agent for the Refunded Bonds
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4146-7781-3315 1
Section 3.5. Security for Cash Balances. Cash balances from time to time on deposit in
the Escrow Fund, to the extent not insured by the Federal Deposit Insurance Corporation or its
successor, shall be continuously secured by a pledge of direct obligations of, or obligations
unconditionally guaranteed by, the United States of America, having a market value at least
equal to such cash balances, to the extent and manner required by Chapter 2257, Texas
Government Code.
Section 3.6 Grant of Security Interest. In order to secure payment when due of the
principal of and interest on the Refunded Bonds, the City hereby pledges and grants to the
Escrow Agent, for the account of the holders or owners of the Refunded Bonds and of any
appurtenant coupons, a security interest in all of its right, title, and interest, if any, in and to all
funds held hereunder and all investments thereof and agrees that the Escrow Agent shall have
and may exercise all of the rights of a secured party granted by the Texas Uniform Commercial
Code in respect thereof to the same extent as if such Code applied to such security interest.
ARTICLE IV
LIMITATION ON INVESTMENTS
Section 4.1. General. Except as herein otherwise expressly provided, the Escrow Agent
shall not have any power or duty to invest any money held hereunder, to make substitutions of
the Escrowed Securities or to sell,transfer or otherwise dispose of the Escrowed Securities.
Section 4.2. Reinvestment of Proceeds of Open Market Securities. The Escrow Agent is
hereby authorized and directed to reinvest proceeds of the Open Market Securities, if any,
which are attributable to amounts received as principal of or interest on the Open Market
Securities and which are not immediately needed to pay the Refunded Bonds in direct
obligations of the United States of America, i e , United States Treasury Bonds, Bills and Notes,
in the amounts, and maturing and bearing interest, all as set out in the Report. The City hereby
designates and appoints the Escrow Agent as its agent and duly authorized representative for
purposes of subscribing for and purchasing such obligations, all of which shall constitute
Escrowed Securities Any income or increment earned from such reinvestment remaining after
final payment of the Refunded Bonds, shall be promptly transferred to the City
Section 4.3. Substitution of Securities. (a) Concurrently with the sale and delivery of
the Refunding Bonds, the City may, upon compliance with the conditions stated in subsection
(c) of this Section 4 3, at its option, substitute cash or non-interest bearing obligations of the
United States Treasury (i e , Treasury obligations which mature and are payable in a stated
amount on the maturity date thereof and for which there are no payments other than the
payment made on the maturity date) for non-interest bearing Open Market Securities listed in
the Report, but only if such cash and/or substituted non-interest bearing direct obligations of
the United States Treasury
(i) are in an amount, and/or mature in an amount, which, together with any cash
substituted for such obligations, is equal to or greater than the amount payable on
the maturity date of the obligation listed in the Report for which such obligation is
substituted, and
5
4146-7781-3315 1
(ii) mature on or before the maturity date of the obligation listed in the Report for
which such obligation is substituted.
The City may at any time substitute any Open Market Securities which, as permitted by the
preceding sentence, were not deposited to the credit of the Escrow Fund, for the cash and/or
obligations that were substituted concurrently with the sale and delivery of the Refunding Bonds
for such Open Market Securities.
(b) At the written request of the City, and upon compliance with the conditions
hereinafter stated in subsection (c) of this Section 4.3, the Escrow Agent shall sell, transfer,
otherwise dispose of or request the redemption of all or any portion of the Escrowed Securities
and apply the proceeds therefrom to purchase Refunded Bonds or direct obligations of, or
obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America which do not permit the redemption thereof at the option of the obligor
(c) Any such transaction described in subsections (a) and (b) of this Section 4.3 may
be affected by the Escrow Agent only if (1) the Escrow Agent shall have received a written
opinion from a recognized firm of certified public accountants that such transaction will not
cause the amount of money and securities in the Escrow Fund to be reduced below an amount
which will be sufficient, when added to the interest to accrue thereon, to provide for the
payment of principal of, redemption premium, if any, and interest on the remaining Refunded
Bonds as they become due, and (2) the Escrow Agent shall have received the unqualified
written legal opinion of nationally recognized bond counsel or tax counsel acceptable to the City
and the Escrow Agent to the effect that (a) such transaction will not cause any of the Refunded
Bonds or Refunding Bonds to be an "arbitrage bond" within the meaning of the Code and (b)
that such transaction complies with the Constitution and laws of the State of Texas and with all
relevant documents relating to the issuance of the Refunded Bonds and the Refunding Bonds.
Section 4.4. Arbitrage. The' City hereby covenants and agrees that it shall never request
the Escrow Agent to exercise any power hereunder or permit any part of the money in the
Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly
to acquire any securities or obligations if the exercise of such power or the acquisition of such
securities or obligations would cause any Refunding Bonds to be an "arbitrage bond" within the
meaning of the Code
ARTICLE V.
RECORDS AND REPORTS
Section 5.1. Records. The Escrow Agent shall keep books of record and account in
which complete and correct entries shall be made of all transactions relating to the receipt,
disbursement, allocation and application of the money and Escrowed Securities deposited to
the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at
reasonable hours and under reasonable conditions by the City and the holders of the Refunded
Bonds
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4I46-7781-331 i I
Section 5.2. Reports. For the period beginning on the Escrow Funding Date and ending
on , 2023, and for each twelve (12) month period thereafter while this Agreement
remains in effect, the Escrow Agent shall prepare and send to the City within thirty (30) days
following the end of such period a written report summarizing all transactions relating to the
Escrow Fund during such period, including, without limitation, credits to the Escrow Fund as a
result of interest payments on or maturities of the Escrowed Securities and transfers from the
Escrow Fund to the Paying Agent for the Refunded Bonds or otherwise, together with a detailed
statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of
the end of such period.
ARTICLE VI.
CONCERNING THE ESCROW AGENT
Section 6.1. Representations of Escrow Agent. Computershare Trust Company, N.A.,
hereby represents that it has all necessary power and authority to enter into this Escrow
Agreement and undertake the obligations and responsibilities imposed upon it herein and that it
will carry out all of its obligations hereunder
Section 6.2. Limitation on Liability. The liability of the Escrow Agent to transfer funds to
the Paying Agent for the Refunded Bonds for the payments of the principal of, redemption
premium, if any, and interest on the Refunded Bonds shall be limited to the proceeds of the
Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund.
Notwithstanding any provision contained herein to the contrary, the Escrow Agent shall have no
liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any
failure of the obligor of the Escrowed Securities to make timely payment thereon, except for its
obligation to notify the City promptly of any such occurrence
The recitals herein and in the proceedings authorizing the Refunding Bonds shall be
taken as the statements of the City and shall not be considered as made by, or imposing any
obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the Refunding
Bond Ordinance or the Refunded Obligation Ordinances and in its capacity as Escrow Agent is
not responsible for or bound by any of the provisions thereof. In its capacity as Escrow Agent, it
is agreed that the Escrow Agent need look only to the terms and provisions of this Escrow
Agreement.
The Escrow Agent makes no representation as to the value, condition or sufficiency of
the Escrow Fund, or any part thereof, or as to the title of the City thereto, or as to the security
afforded thereby or hereby, and the Escrow Agent shall incur no liability or responsibility with
respect to any of such matters.
It is the intention of the City and the Escrow Agent that the Escrow Agent shall never be
required to use or advance its own funds or otherwise incur personal financial liability in the
performance of any of its duties or the exercise of any of its rights and powers hereunder
The Escrow Agent shall not be liable for the performance of any duties, except such
duties as are specifically set forth in this Escrow Agreement, and no implied covenants or
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4146-7781-33 I i I
obligations shall be read into this Escrow Agreement. Nothing herein contained shall relieve the
Escrow Agent from liability for its own negligent action, negligent failure to act or willful
misconduct, except that this sentence shall not be construed to limit the effect of the immediately
preceding sentence The Escrow Agent shall not incur any liability for any error of judgment
made in good faith by a responsible officer thereof, unless it shall be proved that it was negligent
in ascertaining the pertinent facts. The Escrow Agent shall be protected in acting upon any
notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or
document believed by it to be genuine, and to have been signed or presented by the proper party
or parties. The Escrow Agent may consult with counsel, and the opinion of such counsel shall be
full and complete authorization and protection in respect of any action taken or suffered by it m
good faith and in accordance therewith.
Unless it is specifically provided otherwise herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the City with respect to arrangements or contracts
with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund
and to dispose of and deliver the same in accordance with this Escrow Agreement. If, however,
the Escrow Agent is called upon by the terms of this Escrow Agreement to determine the
occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such
determination, only to exercise reasonable care and diligence, and in the event of error in
making such determination the Escrow Agent shall be liable only for its own misconduct or its
negligence In determining the occurrence of any such event or contingency the Escrow Agent
may request from the City or any other person such reasonable additional evidence as the
Escrow Agent in its discretion may deem necessary to determine any fact relating to the
occurrence of such event or contingency, and in this connection may make inquiries of, and
consult with the City, among others, at any time
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in the exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Escrow Agreement, nor shall the Escrow Agent be responsible
for the consequences of any error of judgment; and the Escrow Agent shall not be answerable
except for its own neglect or default, nor for any loss unless the same shall have been through its
negligence or want of good faith.
In the absence of bad faith, the Escrow Agent may rely conclusively upon the truth,
completeness and accuracy of the statements, certificates, opinions, resolutions and other
documents conforming to the requirements of this Escrow Agreement, and shall not be obligated
to make any independent investigation with respect thereto
To the full extent permitted by law, the parties agree to indemnify, defend and hold the
Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that
may be incurred by the Escrow Agent arising out of or in connection with its acceptance or
appointment as Escrow Agent hereunder, including attorneys fees and expenses of defending
itself against any claim or liability in connection with its performance hereunder except that the
Escrow Agent shall not be indemnified for any loss, damage, tax, liability, or expense resulting
from its own negligence or willful misconduct.
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4146-7781 3315 1
Section 6.3. Compensation. On the Escrow Funding Date, the City will pay the Escrow
Agent, as a fee for performing the services hereunder and for all expenses incurred or to be
incurred by the Escrow Agent in the administration of this Escrow Agreement the sum of an
acceptance fee of$ , an annual fee of$ plus $ for the call notice
(totaling $ ), which does not include fees for the Refunding Bonds. The Paying Agent
for the Refunded Bonds will continue to act as Paying Agent for the Refunded Bonds under the
existing fee schedules, with the sole remedy for nonpayment being an action for amounts owing
under the Paying Agency Agreements. This sum does not include the costs of publication,
printing costs, or reasonable out-of-pocket expenses of the Escrow Agent. If the Escrow Agent is
requested to perform any extraordinary services hereunder, the City hereby agrees to pay
reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow
Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services.
It is expressly provided that the Escrow Agent shall look only to the City for the payment of such
additional fees and reimbursement of such additional expenses. The Escrow Agent hereby agrees
that in no event shall it ever assert any claim or hen against the Escrow Fund for any fees for its
services, whether regular, additional or extraordinary, as Escrow Agent, or in any other capacity,
or for reimbursement for any of its expenses.
The Escrow Agent acknowledges that it also acts as the Paying Agent for the Refunded
Bonds initially issued by the City The Escrow Agent, in its capacity as Paying Agent for such
Refunded Bonds, agrees that rt shall continue to provide the services of Paying Agent for the
Refunded Bonds so long as the principal of and interest on the Refunded Bonds is being paid
pursuant to the terms of this Agreement, that it shall continue to be paid for such services as
Paying Agent pursuant to the terms of the paying agent agreement(s) currently in effect for such
Refunded Bonds, and that the sole remedy for nonpayment by the City of any fees due to the
Paying Agent will be an action for amounts owed under such paying agent agreement(s)
Section 6.4. Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation of law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shall be taken under the control of any
state or federal court or administrative body because of insolvency or bankruptcy or for any
other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder In such
event the City, by appropnate action, shall promptly appoint an Escrow Agent to fill such
vacancy If no successor Escrow Agent shall have been appointed by the City within 60 days, a
successor may be appointed by the holders of a majority in aggregate principal amount of the
Refunded Bonds then outstanding by an instrument or instruments in writing filed with the City,
signed by such holders or by their duly authorized attorneys If, in a proper case, no
appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of
this section within three months after a vacancy shall have occurred, the holder of any Refunded
Obligation then out-standing may apply to any court of competent jurisdiction to appoint a
successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem
proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be qualified to act in such capacity under Chapter
1207, Texas Government Code, as amended, and shall be a corporation organized and doing
business under the laws of the United States or the State of Texas, authorized under such laws to
9
4146-7781 331 s 1
exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000
and subject to supervision or examination by federal or state authority
Any successor Escrow Agent shall execute, acknowledge and deliver to the City and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent, subject to the
terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder Upon
the request of any such successor Escrow Agent,the City shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor Escrow Agent
all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow
Agent a proportional part of the Escrow Agent's fee paid hereunder
The Escrow Agent at the time acting hereunder may at any time resign and be discharged
from the escrow hereby created by giving not less than sixty (60) days' written notice to the City
specifying the date when such resignation will take effect. No such resignation shall take effect
unless a successor Escrow Agent shall have been appointed by the holders of the Refunded
Bonds or by the City as herein provided and such successor Escrow Agent shall have accepted
such appointment, in which event such resignation shall take effect immediately upon the
appointment and acceptance of a successor Escrow Agent.
The Escrow Agent may be removed at any time by an instrument or concurrent
instruments in writing delivered to the Escrow Agent and to the City and signed by the holders of
a majority in aggregate principal amount of the Refunded Bonds then outstanding.
Section 6.5. Redemption Prior to Maturity of Refunded Bonds. The City has irrevocably
exercised its option to call the bonds of the District for redemption prior to maturity on the dates
and amounts shown on Exhibit A attached hereto and authorized and directed notice of such
redemption to be given in accordance with the orders authorizing the issuance of such bonds.
The Escrow Agent, as Paying Agent for the Refunded Bonds, agrees to provide such notice of
redemption in accordance with the orders.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Notices. Any notice, authorization, request or demand required or permitted
to be given hereunder shall be made or given in writing and shall be deemed to have been duly
given when mailed by registered or certified mail, postage prepaid, addressed as follows
To the Escrow Agent:
Computershare Trust Company,N.A.
Corporate Trust Services
600 S 4th St 6th Floor
MAC N9300-060
Minneapolis, Minnesota 55415
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4146-7781-33 I S I
To the City
City of Pearland, Texas
3519 Liberty Drive
Pearland, Texas 77581
Attention. Mayor
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery Either party hereto may
change the address to which notices are to be delivered by giving to the other party not less than
ten days'prior written notice thereof
Section 7.2. Termination of Responsibilities. Upon the taking by the Escrow Agent of all
the actions as described herein, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the City, the holders of the Refunded Bonds or to any other person
or persons in connection with this Escrow Agreement.
Section 7.3. Binding Agreement; Amendment. This Escrow Agreement shall be binding
upon the City and the Escrow Agent and their respective successors and legal representatives and
shall inure solely to the benefit of the holders of the Refunded Bonds,the City,the Escrow Agent
and their respective successors and legal representatives. This Escrow Agreement shall not be
subject to amendment without the written consent of the holders of all Refunded Bonds then
outstanding.
Section 7.4. Severability. If any one or more of the provisions contained in this Escrow
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this Escrow
Agreement, but this Escrow Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.
Section 7.5. Governing Law. This Escrow Agreement shall be governed exclusively by
the provisions hereof and by the applicable laws of the State of Texas.
Section 7.6. Time of Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Escrow Agreement.
[signature page follows]
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4146-7781-33Ii I
EXECUTED as of the date first written above, but effective as set forth herein.
CITY OF PEARLAND, TEXAS
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ATTEST
City ecretary
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4146-7781-3315 1
EXECUTED as of the date first written above, but effective as set forth herein.
CITY OF PEARLAND, TEXAS
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Cit Secretary
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4146-7781-3315.1
EXECUTED as of the date first written above, but effective as set forth herein.
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CITY OF PEARLAND, TEXAS
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City Secretary
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4146-7781-3315.1
COMPUTERSHARE TRUST COMPANY,N.A.,
as Escrow Agent
By
Title Escrow Agent
13
4146-7781-3315 I
EXHIBIT A
SCHEDULE OF REFUNDED BONDS
A-1
4146-7781-33IS 1
EXHIBIT B
FEE SCHEDULE
B-1
4146-7781-331> 1
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 , 2022 and aggregating$ (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 December 5,
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
, 2022 remain true and correct as of this date.
(
4160-8080-1091.1
WITNESS OUR HANDS AND THE SEAL OF THE CITY this )'D-day of 11Qmhir
2022.
SIGNATURES TITLE OF OFFICE
Mayor,
City of Pearland, Texas
:11101,41VCity Secretary,
City of Pearland, Texas
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(CITY SEAL) _� ' �` �
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Before me, on this dayticsianaily 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 l�etewlberz 12' , 2022.
eadniE__
otary P blic
Typed or Printed Name.
e_adLnuA5
Y;^--, JENNIFER SITYIAN CADMUS ,
'o"Pa �a4c Notary Public,State of Texas
�� +- My Commission Expires MyCommission Expires.
r December 17,2024 p
°pfi6 NOTARY ID 1168200-6
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(Notary Seal)
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4160-8080-1091.1
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WITNESS OUR HANDS AND THE SEAL OF THE CITY this f Z day of b ete-'n'J� --
2022.
SIGNATURES TITLE OF OFFICE
7Z" AL. Mayor,
City of Pearland, Texas
. rIllijill' ,
City Secretary,
""" City of Pearland, Texas
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(CITY SEAL) v ; --444� __
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Before me, on this day'iiersvti'ahiy 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)-e-C'embf I2- ,'2022.
i3OQ. jeftl(tectayals___
tary Public
Typed or Printed Name. ,
e_nfvkr h, 1an C__OAanc
,' ra i 4;4,,, JENNIFER SITYLAN CADMUS
a e; 4,_ Notary Public,State of Texas
m, J\ 9E My Commission Expires My Commission Expires.
s >.Fo„ag December 17,2024
, , s. W NOTARY ID 1166200-6
— et ( 1, 2-6 zL(
(Notary Seal)
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4160-8080-1091 1
I bee�vri her
WITNESS OUR HANDS AND THE SEAL OF THE CITY this day of ,
2022.
SIGNATURES TITLE OF OFFICE
Mayor,
City of Pearland, Texas
/ i/ City Secretary,
,, City of Pearland, Texas
(CITY SEAL) _ ik
!::;
Before me, on t'fif's'+d '"ersonall appeared the foregoing individuals, known to me to be
� P Y pp g g
the persons whose names were subscribed in my presence to the foregoing instrument.
Given under my hand and seal of office this D fVYlbeJ !Z , 2022.
tart'Pub is
Typed or Printed.Name:
(N-\ \an CoarkW
404 JENNIFER SHYLAN CADMUS
�: Notary Public,State of Texas My Commission Expires.
'* �-�^ *= My Commission.Expires
� December 17,2024
+p NOTARY ID 1168200.8 e_tem r 1-1 2 f
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(Notary Seal)
2
4160-8080-1091 1
t
, 2022
The Attorney General of Texas The Comptroller of Public Accounts
Public Finance Section Public Finance\Division
William P Clements Building, 7th Floor 111 East 17th Street
300 West 15th Street Austin, Texas 78701
Austin, Texas 78701
Re. City of Pearland, Texas Permanent Improvement Refunding ,Bonds,
Series 2022 (the"Bonds")
Ladies and Gentlemen.
The captioned Bonds are being sent to the Office of the Attorney General, and it is
requested that such office examine and approve the Bonds in accordance with law After such
approval, it is requested that the Attorney General deliver the Bonds to the Comptroller of Public
Accounts for registration.
Enclosed with the Bonds is a signed but undated copy of the SIGNATURE
IDENTIFICATION AND NO-LITIGATION CERTIFICATE (the "Certificate") relating to the
Bonds. The Attorney General is hereby authorized and directed to date the Certificate concurrently
with the date of approval of the Bonds. If any litigation or contest should develop pertaining to
the Bonds or any other matters covered by said Certificate,the undersigned will notify the Attorney
General thereof immediately by telephone. With this assurance the Attorney General can rely on • _
the absence of any such litigation or contest, and on the veracity and currency of said Certificate,
at the time the Attorney General approves the Bonds unless the Attorney General is notified
otherwise as aforesaid.
The Comptroller is hereby requested to register the Bonds as required by law and the
proceedings authorizing the Bonds. After such registration, the Comptroller is hereby authorized
and directed to deliver the Bonds, together with three copies of each of the Attorney General's
Approving Opinion and Comptroller's Certificate for the Bonds, to Tanya Fischer, Omck,
Herrington & Sutcliffe LLP,Houston, Texas 77002.
1
CITY OF PEARLAND, TEXAS
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CITY OF PEARLAND, TEXAS
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CITY OF PEARLAND, TEXAS
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GENERAL CERTIFICATE
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"), do hereby make
and execute this certificate for the benefit of the Attorney General of the State of Texas and all
other persons interested in the $ CITY OF PEARLAND, TEXAS PERMANENT
IMPROVEMENT REFUNDING BONDS, SERIES 2022, dated , 2022 (the "Bonds"),
now in the process of issuance, as follows.
(1) The City is a home rule municipality operating under its own charter, which has not
been amended,repealed, changed or altered since the approval by the Attorney General of the State
of Texas of its City of Pearland, Texas, Permanent Improvement Bonds, Senes 2022, which were
the last obligations issued by or on behalf of the City
(2) That the Elections authorizing the issuance of the Bonds, which were held in the
City for that purpose on May 5, 2019, were held in accordance with the Voting Rights Act of 1965
and the Texas Election Code, as amended.
(3) The following individuals were the duly elected and qualified Mayor and City
Council of the City holding the offices opposite their names.
Kevin Cole Mayor
Tony Carbone Mayor Pro-Tern
Joseph Koza Councilmember
Alex Kamkar Councilmember
Adrian Hernandez Councilmember
Laym Cade Councilmember
Jeffrey Barry Councilmember
Woody Owens Councilmember
(3) Frances M. Aguilar is the duly appointed and qualified City Secretary of the City
(4) Attached to this certificate as Exhibit A is a true, full and correct debt service
schedule for all of the City's outstanding tax-supported debt,including the Bonds.The total amount
of all outstanding bonded indebtedness of the City payable from ad valorem taxes is $
which includes the Bonds.
(5) The 2020 certified taxable valuation of the City is $
(6) None of the bonds being refunded by the Bonds (the"Refunded Bonds")have been
held in or purchased for the account of any of the interest and sinking funds created and maintained
for the payment and security of the Refunded Bonds,and none of the Refunded Bonds are currently
owned by and have ever been purchased or held for any account or fund of the City
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4154-2589-9843.1
(7) With respect to the contracts executed in connection with the authorization and
issuance of the Bonds, all disclosure filings and acknowledgments required by Section 2252.908,
Texas Government Code, and the rules of the Texas Ethics Commission related to said provision,
have been made.
(8) The City has or will satisfy the appraisal requirements of Section 252.051 of Texas
Local Government Code for any land purchased with proceeds of the Bonds.
2
4154-2589-9843.1
SIGNED AND SEALED this December 12 2022.
CITY OF PEARLAND, TEXAS
Ci Secretary, C y f Pearland, Texas May ity of Pearland, Texas
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4154-2589-9843.1
SIGNED AND SEALED this December L, 2022.
CITY OF PEARLAND, TEXAS
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Ci Secretary, City arland, Texas M?.1';City of Pearland, Texas
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4154-2589-9843.1
SIGNED AND SEALED this December)Z, 2022.
CITY OF PEARLAND, TEXAS
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Cit Secretary, i y f Pearland, Texas , Ma , ity of Pearland, Texas
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4154-2589-9843.1
CLOSING CERTIFICATE
STATE OF TEXAS
COUNTIES OF BRAZORIA, FORT BEND AND HARRIS
CITY OF PEARLAND
Capitalized terms used in this certificate and not otherwise defined herein shall have the meanings
assigned thereto in the ordinance (the "Ordinance") authorizing the issuance of the City's Permanent
Improvement Refunding Bonds, Series 2022 (the"Bonds"), I, the undersigned, Mayor, acting solely in my
official capacity,hereby certify, as follows.
(i) The representations and warranties of the City contained in the Purchase Letter are true
and correct in all material respects on and as of the date of Closing as if made on the date
of Closing;
(ii) no litigation or proceeding against the City is pending or, to the best of my knowledge,
threatened in any court or administrative body nor is there a basis for litigation which
would (a) contest the right of the commissioners, officers or officials of the City to hold
and exercise their respective positions, (b) contest the due organization and valid existence
of the City, (c) contest the validity, due authorization and execution of the Bonds or the
'Ordinance, (d)prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the
levy and collection of taxes pledged to the payment of principal of and interest on the
Bond pursuant to the Ordinance, or (e) attempt to limit, enjoin or otherwise prevent the
City from functioning and collecting taxes or any other income or levying and collecting
the taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the
pledge thereof;
(iii) all official action of the City relating to the Ordinance and the Bond have been duly taken
by the City, are in full force and effect and have not been modified, amended,
supplemented or repealed,
(iv) there has not been any material adverse change in the financial condition of the City since
September 30, 2021, the latest date as of which audited financial information is available.
[Signature Page Follows]
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4136-6370-2339.1
EXECUTED ON BEHALF OF THE DISTRICT as of htaenu2s'I , 2022
CITY OF PEARLAND, TEXAS
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2
4136-6370-2339 1
EXECUTED ON BEHALF OF THE DISTRICT as oftNC€f 1b r O Z , 2022.
CITY OF PEARLAND, TEXAS
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4136-6370-2339 1
EXECUTED ON BEHALF OF THE DISTRICT as of RA 1 , 2022
CITY OF PEARLAND, TEXAS
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4136-6370-2339.1
CITY OF PEARLAND, TEXAS
NOTE. PLEASE USE BLUE INK. DO NOT PUT THE SEAL OVER ANY PRINT ON
THIS PAGE.
, SIGNATURES:
, 7- -
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City Se retary
SEAL
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1
CITY OF PEARLAND, TEXAS
NOTE. PLEASE USE BLUE INK. DO NOT PUT THE SEAL-OVER ANY PRINT ON
THIS PAGE.
SIGNATURES:
M9
0/A71/11M , 42cpCity ry
SEAL
qR''-
CITY OF PEARLAND, TEXAS
NOTE. PLEASE USE BLUE INK. DO NOT PUT THE SEAL OVER ANY PRINT ON'
THIS PAGE.
SIGNATURES:
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City S cretary
SEAL
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OFFICER'S PRICING CERTIFICATE
CITY OF PEARLAND, TEXAS
PERMANENT IMPROVEMENT REFUNDING BONDS, SERIES 2022
THIS OFFICER'S PRICING CERTIFICATE is executed as of the day of December 6,
2022, by the undersigned, Chief Financial Officer of the City of Pearland, Texas, (the "City")
pursuant to the authorization contained in the Ordinance of the City Council of the City adopted
on December 5, 2022 (the "Ordinance"), authorizing the issuance of the captioned series of bonds
and delegating to the undersigned the authority to agree to and stipulate certain terms and
provisions thereof, all of which are set forth herein.
Capitalized terms used in this Officer's Pricing Certificate shall have the meanings
assigned to them in the Ordinance.
TERMS OF THE BONDS
1. The Bonds. The Bonds shall be issued in the aggregate principal amount of
$4,420,000 and shall be used for the purposes set forth in Section 3 of the
Ordinance
2. Dated Date and Designation. The Bonds shall be dated December 1, 2022 and
designated as the "City of Pearland, Texas Permanent Improvement Refunding
Bonds, Series 2022."
3. Purchaser and Initial Bond. The Purchaser means Truist Bank. The Imtial Bond
shall be registered in the name of Truist Bank.
4. Imtial Interest Payment Date/Interest Accrual. Interest accrues from the Date of
Delivery (defined below) or the most recent interest payment date to which interest
has been paid or duly provided for The initial mterest payment date for the Bonds
shall be March 1, 2023, and shall be payable on each September 1 and March 1
thereafter
5. Maturity Date, Principal Amounts and Interest Rates. The Bonds shall be issued as
one term Bond in the principal amount of $4,420,000 with a "Maturity Date" of
March 1, 2028 and bearing interest at a rate of 3 6%.
6. Redemption Provisions. The City reserves the right, at its option,to redeem Bonds
maturing on and after March 1, 2034, in whole or from time to time in part, in
denominations of$100,000 or any integral multiple of$5,000 in excess thereof, on
March 1, 2033, or any date thereafter at par plus accrued interest on the principal
amounts called for redemption to the date fixed for redemption. If less than all the
Bonds are to be redeemed,the City shall select the Bonds to be redeemed.
7. Mandatory Sinking Fund Redemption—Term Bonds
The Bonds maturing on March 1 in the years 2028, (the "Term Bonds") are subject to
mandatory sinking fund redemption in the following amounts (subject to reduction as
hereinafter provided), on the following dates, in each case at a redemption price equal to
4161-2806-4579.1
the principal amount of the Bonds or the portions thereof so called for redemption plus
accrued interest to the date fixed for redemption.
Mandatory Redemption Dates Principal
(March 1) Amounts
Term Bonds Maturing 2028 2024 $ 820,000
2025 850,000
2026 885,000
2027 915,000
2028 950,000
The particular Term Bonds to be redeemed shall be selected by the Registrar by lot or
other customary random selection method, on or before January 15 of each year in which
Term Bonds are to be mandatorily redeemed. The principal amount of Term Bonds to be
mandatorily redeemed in each year shall be reduced by the principal amount of such Term
Bond that have been optionally redeemed and which have not been made the basis for a
previous reduction.
8. Sales Price. The sale of the Bonds at the purchase price of$4,420,000 is hereby
approved, subject to the terms of the Purchase Letter between the City and the
Purchaser
9. Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt
by the City, be applied as follows.
(a) Proceed from the sale of the Bonds in the amount of
$43,942.87 shall be used to pay costs of issuance.
(b) Proceeds from the sale of the Bonds in an amount of
$4,376,057 13, shall be applied to the Escrow Fund to refund the Refunded
Bonds.
(c) Any proceeds of the Bonds remaining after making all such
deposits and payments shall be deposited into the Debt Service Fund.
10. Restructuring/Loss. The Bonds are being issued for the valid public purpose of
restructuring the City's general obligation debt. Attached as Exhibit A to this certificate is
a schedule prepared by BOK Financial Securities, Inc., describing the loss produced by
refunding the Refunded Bonds. As set forth in the attached schedule, the present value
loss is $39,509.30 and the total loss is $528,964 00 (which is less than the parameter for
present value loss for the refunding of not more than $250,000 or more than a total loss of
$1,000,000 as required by Section 5(iii) of the Ordinance)
11. Refunded Bonds. The principal amounts, maturity dates and redemption dates of
the Refunded Bonds are provided in the Exhibit B attached hereto
12. Delivery Date. The Date of Delivery for the Bonds is December 29, 2022.
4161-2806-4579 1
13. Registrar The Registrar is Truist Bank, a North Carolina Banking Corporation.
14. Escrow Agent. The Escrow Agent is Computershare Trust Company,N.A.
II. FINDINGS AND DETERMINATIONS
The Pricing Officer hereby finds and affirms that (a) the net effective interest rate on the
Bonds does not exceed the maximum rate allowed by Chapter 1204, Texas Government Code, as
amended, (b) the sum of the principal amounts of the Bonds, which does not exceed the
maximum principal amount authorized in Section 3 of the Ordinance. is sufficient to provide
amounts necessary to fund the purposes and costs set forth Section 3 of the Ordinance and the
estimated costs of issuance of the Bonds, (c) the terms of the sale are the most advantageous
reasonably available to the City; and (d) the refunding of the Refunded Bonds serves the public
purpose of restructuring the City's general obligation debt.
4161-2806-4579.1
WITNESS MY HAND this December 6,2022.
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Chi,f Financial O' ' il."—
Ci of Pearland,
Signature Page to OPC
4161-2806-4579 1
EXHIBIT A
Restructuring Loss Calculations
City of Pearland,Texas-General Obligation Debt
Refunding Analysis Savings Report
. .. . .. FINAL NUMBERS.=Pormanenllmprovoment Refunding Bends,Swipe 2022 ..
Maturing Procsods® ./ Interest Total Escrowed FY BerlinsCumulative PV or Savings
Mates .Amount Issue Date Coupon Yield Amount Debt Service Debt 10101
'Savings 3.B01197049L
Snvinga
'12/29/2022
03101/2023 ' 27,404,00 27,404.00 4,407,50000 4,380,098.00 4,380,090A0 4,35a 254.82
09101/2023 79,560,00 79,560.00 -79,580.00 4,300,536.00 -77,673.88
03101/2024 820,000 820.000,00 3.600 3800040 79,560,00 699,560.00 -899,56080 3,400,976.00 -862,700.22
09/01/2024 64.800.00 - 64.800.00 -84,800.00 3,336,17600 -81,045.61
03/014025 '850,000 850,000.00 3.600 3.600000 64,800,00 914.1300,00 914,600.00 2421,376.00 -846,555.16
09/01/2025 49,500,00 49,500.00 -49,500.00 '2.371,876.00 44.99704,
03101/2026 885,000 885,000.00 3.600 3.600000 49,500,00 234800,00 -934,500.00 4,437,376.00 -834,464.27,
09/0i/2028 33,570,00 33,570.00 -33,574.00 1,403,80E00 -29,44621
03/01/2027 915,000 915,000.00 3.800 3.600000 33.570.00 248,570.00 -948,570.00 455.236.00 -817.329.47
09/01/2027 17,100.00 17,100.00 -17,100.00 438.130.00 •14,473.60
03/01/2028 959,000 950,000.00 3.600 3.600000 17,100,00 •957,100,00 -967,100.00 -528,964.00 -8114,07858
54420,000 54,420,000.00 9510,484,80 54,930,460.00 24,407,800.00 -028,901.00 -39,509.30
Ace tnt
Gmd Total S4,420,000 $4,420,000.00 5516,404.00 34,936,464.00 S4,407,500.00 420,954.00.. -39,509.30'
4161-2806-4579 1
Exhibit B -Refunded Bonds
Permanent Improvement Refunding Bonds, Series 2014
(Bonds to be Restructured)
Maturity Term Bond Bond Coupon,
Dates Maturities Redemptions Proceeds Rate Yield Price
03/01/2023 - 3,165.000:00 3,.165,000.00 5:000 5.000000 100:000000
Permanent Improvement Refunding Bonds, Series 2016A
(Bonds to,be-Restructured),
Maturity Term Bond Bond coupon'
Dates !Maturities Redemptions. Proceeds Rate Yield .Price
03/01/2023 = 1,135;000:00 1,135,000.00 5.000 5.000000 100.000000
,
4161-2806-4579 1