R2024-069 2024-04-08
38940096v.1
RESOLUTION NO. R2024-69
A Resolution of the City Council of the City of Pearland, Texas,
authorizing the defeasance and redemption of certain of the City’s
Certificates of Obligations Series 2019B and 2020B (TIRZ related
projects); and making certain findings and containing other
provisions related thereto.
WHEREAS, the City of Pearland, Texas (the “City”) has duly issued and has
outstanding the following certificates of obligation that could potentially be defeased in
whole or in part by the City not later than the end of the City’s fiscal year ending
September 30, 2024: its Certificates of Obligations, Series 2019B and Certificates of
Obligations, Series 2020B (collectively, the “Outstanding Certificates”); and
WHEREAS, the City Council of the City (the “City Council”) desires to express its
present intent to defease up to approximately $11,000,000 in aggregate principal
amount of such Outstanding Certificates not later than the end of the City’s fiscal year
ending September 30, 2024.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. The City Council declares its present intent to defease up to
approximately $11,000,000 in aggregate principal amount of such Outstanding
Certificates not later than the end of the City’s fiscal year ending September 30, 2024.
The City Council hereby directs the Chief Financial Officer and the City Manager of the
City to identify potential certificates of the Outstanding Certificates recommended to be
defeased as contemplated by this Resolution. Notwithstanding the foregoing, the City
Council reserves the right to not defease any of the Outstanding Certificates upon a
determination by the City Council that the funds of the City intended for such purpose
could be better utilized for (i) the payment of debt service on any Outstanding
Certificates, general obligation bonds or certificates of obligation to be issued or (ii) the
reduction of future interest and sinking fund tax levies of the City.
Section 2. (a) The City Council hereby determines that the discharge and
defeasance of up to approximately $11,000,000 in aggregate principal amount of the
Outstanding Certificates may be effectuated in any legal manner including by cash
defeasance by the deposit of funds with the respective paying agent for the Outstanding
Certificates and/or pursuant to the terms and provisions of an Escrow Agreement to be
entered into by and between the City and Computershare Trust Company, N.A. or other
such escrow agent as may be selected by the Authorized Representative (as defined
below). The Escrow Agreement shall be in a form similar to such agreements previously
utilized by the City for its bond refundings. The Mayor, City Manager, Deputy City
Manager, the Deputy Director of Finance or Chief Financial Officer (each, an
“Authorized Representative”) are each hereby authorized to execute and deliver the
Escrow Agreement, for and on behalf of the City and as the act and deed of this City
Council; and such Escrow Agreement as executed by said officials shall be deemed
approved by the City Council and constitute the Escrow Agreement herein approved.
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RESOLUTION NO. R2024-69
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(b) Furthermore, the Authorized Representative and Bond Counsel, in
cooperation with the Escrow Agent are hereby authorized and directed to make the
necessary arrangements for the deposit of cash and/or the purchase of any securities
referenced in the Escrow Agreement and the delivery thereof to the Escrow Agent funds
to be deposited for to the credit of certain of the Outstanding Certificates (the “Escrow
Fund”), including the execution of subscription forms or agreements, if any, for the
purchase of eligible securities for investment of amounts deposited to the Escrow Fund;
all as contemplated and provided by the provisions of Chapter 1207, as amended,
Texas Government Code, this Order, and the Escrow Agreement.
(c)The Authorized Representative is authorized to appoint a
verification agent (the “Verification Agent” ) to verity the sufficiency of the deposit to the
Escrow Fund to accomplish the defeasance of the Outstanding Certificates, to the
extent such appointment is necessary or desired and in the event of the establishment
of a net defeasance escrow fund; provided, however, that in the event of a gross
defeasance of the Outstanding Certificates, the sufficiency of the deposit to the Escrow
Fund to accomplish such defeasance may be certified to the City by the City’s Financial
Advisor or another qualified financial institution in lieu of verification by the Verification
Agent.
2. The Authorized Representative is to execute and deliver such
agreements, certificates, notices, letters and other instruments as any such official shall
deem necessary, appropriate or convenient to effect the defeasance and redemption
described herein and otherwise give effect to the intent and purpose hereof.
PASSED AND APPROVED this 8th day of April 2024.
J. KEVIN COLE
MAYOR
ATTEST
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
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