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Ord. 1626 2023-07-10 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 ID , 2023, at the regular meeting place thereof, within the City, and the roll was called oV duly constituted officers and members of the City Council, to wit: Kevin Cole Mayor Joseph Koza Mayor Pro Tern Tony Carbone Councilmember Alex Kamkar Councilmember Adrian Hernandez Councilmember Laym Cade Councilmember Jeffrey Barry Councilmember Rushi Pate Councilmember and all of such persons were present, except) . , Pc,-te,t , 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 BONDS IN ONE OR MORE SERIES, SETTING CERTAIN PARAMETERS FOR THE BONDS, 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 Lo NAYS & ABSTENTIONS 2 That a true, full and correct copy of the Ordinance adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate, that the Ordinance has been duly recorded in the City Council's minutes of such meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of such meeting pertaining to the adoption of the Ordinance, that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the 4160-4097-4151 1 City Council as indicated therein, that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the date, hour, place and subject of the aforesaid meeting, and that the Ordinance would be introduced and considered for adoption at such meeting, and each of such officers and members consented, in advance, to the holding of such meeting for such purpose; that said meeting was open to the public in compliance with the 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 4160-4097-4151 1 A 4-- SIGNED AND SEALED this 2023 City Se etary Ma CITY PEARLA , TEXAS OF PEARLAND, TEXAS n,n ru n,,,,, (SEAL) 4160-4097-4151 l ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF PEARLAND, TEXAS, PERMANENT IMPROVEMENT BONDS IN ONE OR MORE SERIES, SETTING CERTAIN PARAMETERS FOR THE BONDS, 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 authorized 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, WHEREAS, the issuance of certain bonds herein authorized was approved by the voters of the City at an election held for such purpose on May 12, 2007 (the "2007 Election"), which was called by the City Council pursuant to Resolution No R2007-35 adopted March 5, 2007, and which authorized the issuance of (i) $84,190,000 in bonds for purchasing and otherwise acquiring land for and constructing, repairing and improving streets, bridges and sidewalks of the City with first priority to be given to the construction, repair and improvement of Bailey Road, Cullen Boulevard, Dixie Farm Road and McHard Road ("Proposition 1"), (ii) $35,305,000 in bonds for purchasing, acquiring, enlarging, extending, equipping and constructing drainage improvements and facilities at various locations within the City, including acquiring lands and rights-of-way for any of such purposes ("Proposition 2"), (iii) $2,895,000 in bonds for purchasing, acquiring, constructing, repairing and improving land, facilities and equipment for public safety purposes (including firefighting needs) ("Proposition 3"), (iv) $19,990,000 in bonds for purchasing, acquiring, constructing, repairing and improving land, facilities and equipment for park and recreation purposes ("Proposition 4"), (v) $16,225,000 in bonds for purchasing, acquiring, constructing, repairing and improving land, facilities and equipment for park and recreation purposes, with first priority to be given to the construction of recreation center and the construction of a natatorium ("Proposition 5"), and (vi) $3,410,000 in bonds for purchasing and otherwise acquiring land for and constructing, repairing and improving library facilities ("Proposition 6"), WHEREAS, the City Council canvassed the returns of the 2007 Election and by Ordinance No R2007-86, adopted May 22, 2007 declared the results to be in favor of the issuance of the Bonds, WHEREAS, the City has now determined that it is necessary and advisable to authorize, issue and deliver the fourteenth installment of such authorized bonds from the 2007 Election in an aggregate principal amount not to exceed $2,306,500 for the purposes of funding the permanent improvements described herein, - 4 - 4160-4097-4151 I WHEREAS, the City Council is of the opinion and hereby affirmatively finds that it is in the best interest of the City to issue such fourteenth installment of bonds from the 2007 Election in the amounts and for the purposes herein stated, WHEREAS, the issuance of certain bonds herein authorized was approved by the voters of the City at an election held for such purpose on May 4, 2019 (the "2019 Election"), which was called by the City Council pursuant to Resolution No R2019-51-B adopted February 11, 2019, and which authorized the issuance of (i) $28,498,000 in bonds for purchasing, acquiring, enlarging, extending, equipping and constructing drainage improvements and facilities at various locations within the City, including acquiring lands and rights-of-way for any such purposes and the purchase of equipment and support facilities in connection with drainage improvements and facilities and engineering and related studies in connection therewith ("Proposition A"), (ii) $34,816,000 in bonds for purchasing and otherwise acquiring land for and constructing, repairing and improving streets, bridges and sidewalks of the City with first priority to be given to a street reconstruction program within the City and the construction, repair and improvement of Bailey Road and Pearland Parkway, and purchase of equipment and support facilities in connection with street, bridge and sidewalk improvements, and engineering and related studies in connection therewith ("Proposition B"), (iii) $2,500,000 in bonds for purchasing, acquiring, constructing, repairing and improving facilities and equipment for park and recreation purposes ("Proposition C"), (iv) $12,875,000 in bonds for purchasing and otherwise acquiring land for and constructing an animal services shelter and engineering and related studies in connection therewith ("Proposition D"), and (v) $1,300,000 in bonds for constructing, repairing, and improving a Fire Department fire training burn building and engineering and related studies in connection therewith ("Proposition E"), WHEREAS, the City Council canvassed the returns of the 2019 Election and by Ordinance No R2019-130 adopted May 13, 2019 declared the results to be in favor of the issuance of the Bonds, WHEREAS, the City has now determined that it is necessary and advisable to authorize, issue and deliver the fourth installment of such authorized bonds from the 2019 Election in an aggregate principal amount not to exceed $5,929,000 for the purposes of funding the permanent improvements described herein, WHEREAS, the City Council is of the opinion and hereby affirmatively finds that it is in the best interest of the City to issue such fourth installment of bonds from the 2019 Election in the amounts and for the purposes herein stated. WHEREAS, the City is a home-rule municipality that (i) adopted its charter under Section 5, Article XI, Texas Constitution, (ii) has a population of 50,000 or more, and (iii) has outstanding long-term indebtedness that is rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for a long-term obligation and thus the City qualifies as an "Issuer" under Chapter 1371, Texas Government Code ("Chapter 1371"), and WHEREAS, Chapter 1371 authorizes the City to delegate the authority to effect the sale of the Bonds to a Pricing Officer, as defined herein. Now, therefore - 5 - 4160-4097-4151 1 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. 2 Definitions. Throughout this Ordinance the following terms and expressions as used herein shall have the meanings set forth below "Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of Representations between the City, the Registrar and DTC "Bond Purchase Agreement" means an agreement between the City and the Underwriter described in Section 23 of this Ordinance. "Bonds" means the means one or more series of 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 series 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 "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants "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 "MSRB" means the Municipal Securities Rulemaking Board. "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. - 6 - 4160-4097-4151 1 "Owner" means any person who shall be the registered owner of any outstanding Bond. "Pricing Officer" means the Mayor, City Manager, Deputy City Manager, Interim City Manager, the Director of Finance or Chief Financial Officer "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 or as otherwise set forth 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" means Computershare Trust Company, N.A., and its successors in that capacity or as otherwise set forth in the Officer's Pricing Certificate "Rule" means SEC Rule 15c2-12, as amended from time to time "SEC" means the United States Securities and Exchange Commission. "Underwriters" means the firms listed in the Officer's Pricing Certificate as the underwriters or initial purchasers of the Bonds 3 Authorization. The Bonds shall be issued in fully registered form in a maximum principal amount, including any premium counted against voted authorization not to exceed $8,235,500 for the public improvements as follows and the costs of issuance related thereto (a) from the 2007 Election, (i) $2,306,500 in bonds for purchasing, acquiring, enlarging, extending, equipping and constructing drainage improvements and facilities at various locations within the City, including acquiring lands and rights-of-way for any of such purposes ("Proposition 2"), (b) from the 2019 Election, (i) $499,000 in bonds for purchasing, acquiring, enlarging, extending, equipping and constructing drainage improvements and facilities at various locations within the City, including acquiring lands and rights-of-way for any such purposes and the purchase of equipment and support facilities in connection with drainage improvements and facilities and engineering and related studies in connection therewith (Proposition A), (ii) $4,930,000 in bonds for purchasing and otherwise acquiring land for and constructing, repairing and improving streets, bridges and sidewalks of the City and purchase of equipment and support facilities in connection with street, bridge and sidewalk improvements ("Proposition B"), and (iii) $500,000 in bonds for purchasing, acquiring, constructing, repairing and improving facilities and equipment for park and recreation purposes (Proposition C), and. 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, 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, or as otherwise set I Insert from Pricing Certificate. - 7 - 4160-4097-4151 1 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 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 of $5,000 or integral multiples thereof(or as otherwise set forth in the Officer's Pricing Certificate), 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 Section 1371, Texas Government Code, as amended, the Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds, in one or more series of bonds/installments, 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, 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, and (ii) the aggregate principal amounts of the Bonds may not exceed the maximum principal amounts authorized in Section 3 hereof; 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 or the Deputy 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 obligatory 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 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 - 8 - 4160-4097-415I 1 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 Underwriter or its designee, executed by manual or facsimile signature of the Mayor and City Secretary or Deputy City Secretary of the City, approved by the Attorney General, and registered and manually signed by the Comptroller, shall be delivered to the Underwriter or its designee Upon payment for the Initial Bond, the Registrar shall cancel the Initial Bond and deliver definitive Bonds to DTC 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 prior 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 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. - 9 - 4160-4097-4151 1 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 authorized 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 authorized 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 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, bearing 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 - 10 - 4160-4097-4151 I 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 (1) 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. 14 Book-Entry Only System. (a) The Initial Bond shall be registered in the name of the Underwriters Except as provided in Section 15 hereof, all other Bonds shall be registered in the name of Cede & Co , as nominee of DTC - 11 - 4160-4097-4151 1 (b) With respect to Bonds registered in the name of Cede & Co , as nominee of DTC, the City and the Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such DTC Participant holds an interest in the Bonds, except as provided in this Ordinance. Without limiting the immediately preceding sentence, the City and the Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co or any DTC Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and the Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Register as the absolute Owner of such Bond for the purpose of payment of principal of and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever The Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Register as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payments of principal, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co , and subject to the provisions of this Ordinance with respect to interest checks being mailed to the Owner of record as of the Record Date, the phrase "Cede & Co " m this Ordinance shall refer to such new nominee of DTC 15 Successor Securities Depository; Transfer Outside Book-Entry Only System. In the event that the City in its sole discretion, determines that the beneficial owners of the Bonds be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts, as identified by DTC In such event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co , as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance 16 Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bonds are registered in the name of Cede & Co , as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and - 12 - 4160-4097-4151 I all notices with respect to such Bonds, shall be made and given, respectively, in the manner provided in the Blanket Letter of Representations 17 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 Unless otherwise set forth in the Officer's Pricing Certificte, the principal amounts may be redeemed only in integral multiples of $5,000 If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000 Upon surrender of any Bond for redemption in part, the Registrar, in accordance with Section 11 hereof, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. 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 - 13 - 4160-4097-4151 1 18 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 (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 CUSIP 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 Computershare Trust Company, N.A. (the "Registrar"), the principal amount identified above, payable 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, 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 $ 3 _ (the "Bonds"), issued for purposes authorized by the 2007 Election and 2019 Election as set forth in the Ordinance (defined below) under and in strict conformity with the Constitution and laws of 2 Insert from Officers Pricing Certificate 3 Insert from Officers Pricing Certificate. - 14 - 4160-4097-4151 1 the State of Texas, particularly Chapters 1331 and 1371, 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 THE CITY RESERVES THE RIGHT, at its option, to redeem Bonds maturing on and after March 1, 20 4 , in whole or from time to time in part, in integral multiples of $5,000, on March 1, 20 5 , 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. [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 4 Insert from Officers Pricing Certificate. 5 Insert from Officers Pricing Certificate. - 15 - 4160-4097-4151 1 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 or the Deputy City Secretary, and the official seal of the City has been duly impressed, or placed in facsimile, on this Bond. (AUTHENTICATION (SEAL) CITY OF PEARLAND, TEXAS CERTIFICATE) Mayor Deputy 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. Computershare Trust Company, N.A. As Paying Agent/Registrar - 16 - 4160-4097-4151 1 By Authorized Signature Date of Authentication (d) Form of Assignment. ASSIGNMENT For value received, the undersigned hereby sells, assigns, and transfers unto (Please print or type name, address, and zip code of Transferee) (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" and the word"CUSIP" deleted, (11) 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 principal 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 - 17 - 4160-4097-4151 1 19 CUSIP Numbers. CUSIP Numbers may be printed on the Bonds, but errors or omissions in the printing of such numbers shall have no effect on the validity of the Bonds. 20 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 6 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, 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 appropriated 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 21 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 22 Further Proceedings. After the Initial 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. 6 Insert from Officers Pricing Certificate. - 18 - 4160-4097-4151 1 23 Sale, Bond Purchase Agreement. The Bonds shall be sold and delivered to the Underwriters, 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 Bond Purchase Contract which the Pricing Officer is hereby authorized and directed to execute on behalf of the City 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 Bond Purchase Agreement on behalf of the City, and the Mayor, City Manager, Deputy City Manager, Director of Finance, Chief Financial 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 Bond Purchase Agreement shall not be executed by the one year anniversary of the date of this Ordinance (the "Expiration 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 Bond Purchase Agreement or winning bid form executed on or before the Expiration Date may be delivered after such date 24 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, - 19 - 4160-4097-4151 1 (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 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 other than taxes of general application 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, (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 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 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 (to the extent any of such proceeds remain unexpended) will not be used in a manner that would cause the 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. - 20 - 4160-4097-4151 1 (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 the Bonds will be 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 expects that at least eighty-five percent (85%) of the spendable proceeds of the Bonds would be used to carry out the governmental purpose of such Bonds within the three-year period beginning date of issue of the 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 (j) 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 series of transactions that attempts to - 21 - 4160-4097-4151 1 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 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 25 Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows (a) Accrued interest in the amount of $ 7 and, if necessary, net premium on the Bonds in the amount of$ 8 , shall be deposited into the Debt Service Fund. (b) Premium in the amount of$ 9 shall be used to pay the underwriter's discount. (c) Net premium in the amount of$ 10 shall be used to pay the costs of issuance (d) Bond proceeds in the amount of $ shall be used for the purposes described in Section 3 (e) Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Debt Service Fund. 26 Continuing Disclosure Undertaking (a) Annual Reports The City will provide certain updated financial information and operating data to the MSRB annually in an electronic Insert from Officer's Pricing Certificate. s Insert from Officer's Pricing Certificate. 9 Insert from Officer's Pricing Certificate. 1°Insert from Officer's Pricing Certificate. - 22 - 4160-4097-4151 1 format as prescribed by the MSRB and available via the Electronic Municipal Market Access ("EMMA") system at www emma.msrb org. Unless provided for in the Pricing Certificate, the information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 31 of this Ordinance under Tables 1-3 and 5-13 and in APPENDIX "B " The City will update and provide this information within six months after the end of each fiscal year If the City changes its fiscal year, it will submit a notice of such change to the MSRB, and the date of the new fiscal year end prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB's Internet Web site or filed with the SEC, as permitted by the SEC Rule The updated information will include audited financial statements, if the City commissions an audit and it is completed by the required time If audited financial statements are not available by the required time, the City will provide unaudited financial statements by the required time and audited financial statements when and if such audited statements become available Any such financial statements will be prepared in accordance with the accounting principles described in APPENDIX B or such other accounting principles as the City may require to employ from time to time pursuant to State law or regulation. (b) Material Event Notices. The City shall notify the MSRB in an electronic format prescribed by the MSRB, in a timely manner (not in excess of ten (10) days after the occurrence of the event), of any of the following events with respect to the Bonds (I) Principal and interest payment delinquencies, (ii) Non-payment related defaults, if material, (iii) Unscheduled draws on debt service reserves reflecting financial difficulties, (iv) Unscheduled draws on credit enhancements reflecting financial difficulties, (v) Substitution of credit or liquidity providers or their failure to perform, (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds, (vii) Modifications to rights of holders of the Bonds, if material, (viii) Bond calls, if material, and tender offers, (ix) Defeasances, - 23 - 4160-4097-4151 l (x) Release, substitution, or sale of property securing repayment of the Bonds, if material, (xi) Rating changes, (xii) Bankruptcy, insolvency, receivership or similar event of the City; (xiii) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material, (xiv) Appointment of a successor Paying Agent/Registrar or change in the name of the Paying Agent/Registrar, if material, (xv) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material, and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties For the purposes, any event described in the immediate preceding paragraph (xii) is considered to occur when any of the following occur the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding Under States Bankruptcy Code or any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City The City intends the words used in the immediately preceding paragraphs (xv) and (xvi) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No 34-83885, dated August 20, 2018 The Pricing Officer is authorized and directed to establish and implement written procedures to ensure compliance with the reporting requirements imposed by this Section. Such procedures may be modified and amended by the Pricing Officer from time to time to the extent the modification or amendment of such procedures are deemed necessary, useful or appropriate The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance this Section by the time required by such Section. - 24 - 4160-4097-4151 1 (c) Limitations, Disclaimers, and Amendments The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Texas law that causes Bonds no longer to be outstanding. The provisions of this Section are for the sole benefit of the holders and the beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE UNLIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, or status or type of principal payment of the City, if (1) the agreement, as so amended, would have permitted an underwriter to purchase or sell Bonds in the initial primary offering in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate amount of the outstanding Bonds consent to such amendment or (b) a person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the - 25 - 4160-4097-4151 1 Bonds If any such amendment is made, the City will include in its next annual update an explanation in narrative form of the reasons for the change and its impact on the type of operating data or financial information being provided. 27 Related Matters. To satisfy in a timely manner all of the City's obligations under this Ordinance and the Bond Purchase Agreement, the Mayor or Mayor Pro Tern, the City Secretary or Deputy City Secretary, the City Manager, Deputy City Manager, Chief Financial 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 issuance of the Bonds, including, without limitation, executing and delivering on behalf of the City all certificates, consents, receipts, requests, and other documents as may be reasonably necessary to satisfy the City's obligations under the Bond Purchase Agreement and this Ordinance and to direct the application of funds of the City consistent with the provisions of this Ordinance 28 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, the Preliminary Official Statement, the final Official Statement, 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. 29 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 curing 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 maturity 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. 30 Official Statement. The City Council hereby approves the form and content of the Preliminary Official Statement prepared for the initial offering and sale of the Bonds and hereby authorizes the preparation of a final Official Statement reflecting the terms of the Bond Purchase Agreement and other relevant matters The use of such Official Statement in the reoffering of the Bonds by the Underwriter is hereby approved and authorized. 31 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 - 26 - 4160-4097-4151 1 32 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 33 Open Meeting. The meeting at which this Ordinance is adopted was open to the public in compliance with the advisory issued by the Office of the Governor, and public notice of the time, place and purpose of said meeting was given, all as required by the Texas Open Meetings Act, and such notice as given is hereby authorized, approved, adopted and ratified. First Reading on June 26, 2023 PASSED AND APPROVED on the Second Reading on , 2023 - 27 - 4160-4097-4151 1 PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of (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") WITNESSETH• WHEREAS, the Issuer has duly authorized and provided for the issuance of its City of Pearland, Texas Permanent Improvement Bonds, Series 2023 (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 Bonds The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Registrar with respect to the Bonds Section 1 02 Compensation. 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 37273873v 1 The Bank reserves the right to amend the fee schedule at any time, provided the Bank shall have 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 Bonds, Series 2023" 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 "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. - 2 - 37273873v 1 ARTICLE THREE DUTIES OF THE BANK Section 3 01 Initial Delivery of the Bonds. 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,timely pay on behalf of the Issuer the principal of and interest on each Obligation in accordance with the provisions of the appropriate Ordinance 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. - 3 - 37273873v 1 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 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 - 4 - 37273873vI 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 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 - 5 - 37273873v I 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 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 written 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 - 6 - 37273873v I 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. 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 Harris 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 - 7 - 37273873v 1 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 declared or undeclared), terrorism, fire, riot, 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 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 Bank 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 - 37273873v 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF PEARLAND By• < cP ayor ADDRESS 3519 Liberty Drive Pearland, Texas 77581 ATTEST City Se retary�Ur (SEAL) `,,�OF ? ARQ�''; Ns � \ 71/4 [Signature Page to Paying Agent Agreement] 37273873v I 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 2023, dated 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 ,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 remain true and correct as of this date [Execution Page Follows] WITNESS OUR HANDS AND THE SEAL OF THE CITY this 9 X day 2023 SIGNATURES TITLE OF OFFICE Mayor, City of Pearland, Texas City Secretary, City of Pearland, Texas `0„,,lllll 1111111111' PRANO I'144., r) '4111T" lllllllllllllllllllllllllll (CITY SEAL) Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names were subscribed in my presence to the foregoing instrument. ank-e_COAAjtcr- 64y Pu lic aT ed or Printed Name erV r SkiLjaN e_aCirni5. Y P� Notary u SITYLAN CADMUS Nomm Expires. °�`��; e`er'= Notary Public,State of Texas > i r I* ),v *. My Commission Expires 9 1- �Z—4 �, ��4t$ December 17,2024 t 4 43F`8" NOTARY ID 1166200.6 0 (Notary Seal) [Signature Page to Signature Identification and No Litigation Certificate] 37274015v 1 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 BONDS, SERIES 2023, dated (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, Series 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 12,2007 and 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 Joseph Koza Mayor Pro Tern Tony Carbone Councilmember Alex Kamkar Councilmember Adrian Hernandez Councilmember Layni Cade Councilmember Jeffrey Barry Councilmember Rushi Patel Councilmember (4) Frances Aguilar is the duly appointed and qualified City Secretary of the City (5) 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. (6) The 2022 certified taxable valuation of the City is $14,551,757,226 (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 37273391v 1 (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. (9) That the District complies with Section 1253 002(b) Texas Government code, as the weighted average maturity of the Bonds does not exceed 120 percent of the reasonably expected weighted average economic life of the improvements and personal property financed with the Bonds. [Execution Page Follows] - 2 - 37273391v 1 SIGNED AND SEALED thisAUTSA—ge(), 2023 CITY OF PEARLAND, TEXAS City S cretary, City of and, Texas May , City of Pearland, Texas z iiiiiiI.I llllll '',.,PRLAIVp 1, cr)1 /\. (CITY SEAL) iiii r IiiHHii llll\\\ [Signature Page to General Certificate] 37273391v 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 Bond Purchase Agreement (the "Bond Purchase Agreement") dated as of , by and between the Underwriters named therein and the City of Pearland,Texas(the"Issuer") In accordance with Section 6(j)(7)of the Bond Purchase Agreement in connection with the issuance of the City's Permanent Improvement Bonds, Series 2023 (the "Bonds"), I, the undersigned, Mayor, acting solely in my official capacity, hereby certify, as follows (i) The representations and warranties of the Issuer contained in the Bond Purchase Agreement 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) except as may otherwise be disclosed in the Official Statement, no litigation or proceeding against the Issuer 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 Issuer to hold and exercise their respective positions, (b) contest the due organization and valid existence of the Issuer, (c) contest the validity, due authorization and execution of the Bonds or the Issuer Documents, (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 Issuer 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 Issuer relating to the Official Statement, the Bond and the Issuer Documents have been duly taken by the Issuer, are in full force and effect and have not been modified, amended, supplemented or repealed, (iv) to the best of my knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect as of the time of Closing, and the information contained in the Official Statement is correct in all material respects and, as of the date of the Official Statement did not, and as of the date of Closing, does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; 37274133v 1 (v) there has not been any material adverse change in the financial condition of the Issuer since September 30, 2022, the latest date as of which audited financial information is available. Capitalized terms used herein that are undefined shall have the meaning set forth in the Bond Purchase Agreement. [Execution Page Follows] - 2 - 37274133v 1 EXECUTED ON BEHALF OF THE DISTRICT as of lugpkg, 2023 CITY OF PEARLAND, TEXAS i L__, or [Signature Page to Closing Certificate] 37274133v 1